-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ONydoIX+9NmRwFT92ODy8Ozp+o+UMzd1D4r7yVjdmt8ZSc1HXs5fKt0HTNMyYGru 6FBPVIG9hsrt2cTXN0C/7A== 0000893838-05-000149.txt : 20050523 0000893838-05-000149.hdr.sgml : 20050523 20050523162500 ACCESSION NUMBER: 0000893838-05-000149 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REXAHN PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001228627 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113516358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79996 FILM NUMBER: 05851537 BUSINESS ADDRESS: STREET 1: 9620 MEDICAL CENTER DRIVE CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 2402685300 MAIL ADDRESS: STREET 1: 9620 MEDICAL CENTER DRIVE CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: CORPORATE ROAD SHOW DOT COM INC DATE OF NAME CHANGE: 20030423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Chong Kun Dang Pharmaceutical Corp. CENTRAL INDEX KEY: 0001317330 IRS NUMBER: 000000000 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 368 3-GA CHUNGJEONG-RO SEODAEMUN-GU STREET 2: CPO BOX 3477 CITY: SEOUL STATE: M5 ZIP: 120-756 BUSINESS PHONE: 82-2-2194-0395 MAIL ADDRESS: STREET 1: 368 3-GA CHUNGJEONG-RO SEODAEMUN-GU STREET 2: CPO BOX 3477 CITY: SEOUL STATE: M5 ZIP: 120-756 SC 13D 1 rex13dckd.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Rexahn Pharmaceuticals, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 761640 10 1 - ------------------------------------------------------------------------------- (CUSIP Number) Jang Han Rhee Chong Kun Dang Pharmaceutical Corp. 368 3-ga Chungjeong-ro Seodaemun-gu Seoul, Korea 120-756 011-82-2-2194-0510 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 13, 2005 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) - ------------------------------------------------------------------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - ---------------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 Pages SCHEDULE 13D - ---------------------- ---------------------- CUSIP No. 761640 10 1 Page 2 of 7 Pages - ---------------------- ---------------------- - ------- --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chong Kun Dang Pharmaceutical Corp. Not Applicable - ------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------- --------------------------------------------------------------------- 3 SEC USE ONLY - ------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------- --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Korea - ----------------- ------- --------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 3,000,000 SHARES ------- --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ------- --------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,000,000 PERSON ------- --------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - ------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000 - ------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% - ------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------- --------------------------------------------------------------------- CUSIP NO. 761640 10 1 SCHEDULE 13D Page 3 of 7 Pages Item 1. Security and Issuer. ------------------- This statement relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Rexahn Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive office is located at 9620 Medical Center Drive, Rockville, MD 20850. Item 2. Identity and Background. ----------------------- The person filing this statement (the "Reporting Person"), the executive officers and directors of the Reporting Person (the "Additional Persons") and the information in respect of the Reporting Person and the Additional Persons are as follows: (a) The name of the Reporting Person is Chong Kun Dang Pharmaceutical Corp. ("CKD"). The names of the Additional Persons are set forth in Schedule A to this statement which is incorporated herein by reference in its entirety. (b) The principal business address of CKD is 368 3-ga Chungjeong-ro Seodaemun-gu, Seoul, Korea 120-756. (c) The principal business of CKD is the manufacture of pharmaceuticals. The business or residential address and present principal occupation or employment (including the name and address of the corporation or organization in which such employment is conducted) of each Additional Person is set forth in Schedule A to this statement which is incorporated herein by reference in its entirety. (d) During the last five years, neither CKD nor, to the knowledge of CKD, any of the Additional Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither CKD nor, to the knowledge of CKD, any of the Additional Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which CKD or any of the Additional Persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) CKD is a corporation organized under the laws of the Republic of Korea. All of the Additional Persons are citizens of the Republic of Korea. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- CKD acquired beneficial ownership of 3,000,000 shares of Common Stock from the Issuer in connection with the Merger described in Item 4. CUSIP NO. 761640 10 1 SCHEDULE 13D Page 4 of 7 Pages Item 4. Purpose of Transaction. ---------------------- The acquisition was made in connection with the Agreement and Plan of Merger dated as of January 20, 2005 (the "Merger Agreement") by and among Corporate Road Show.Com Inc., a New York corporation ("CPRD"), CRS Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CPRD ("Merger Sub"), CRS Delaware, Inc., a Delaware corporation and wholly owned subsidiary of CPRD ("CRS Delaware"), and Rexahn, Corp, a Maryland corporation ("Rexahn"), pursuant to which, immediately after giving effect to a 1-for-100 reverse stock split and the reincorporation of CPRD as a Delaware corporation under the name "Rexahn Pharmaceuticals, Inc.", Merger Sub merged with and into Rexahn, with Rexahn as the surviving corporation (the "Surviving Company") and a wholly-owned subsidiary of CPRD (the "Merger"). In the Merger, each share of Rexahn common stock issued and outstanding prior to the Merger was converted into five shares of Common Stock. Immediately prior to the Merger, CKD beneficially owned 600,000 shares of Rexahn common stock, and Jang Han Rhee, Chairman and Chief Executive Officer of CKD and a director of the Issuer, beneficially owned 400,000 shares of Rexahn common stock. As a result of the Merger, CKD received 3,000,000 shares of Common Stock, and J.H. Rhee received 2,000,000. A copy of the Merger Agreement is incorporated herein by reference as Exhibit 1. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) As of the date hereof, CKD beneficially owns 3,000,000 shares of Common Stock, representing 7.2% of the outstanding shares of Common Stock, and J.H. Rhee beneficially owns 2,000,000 shares of Common Stock, representing 4.8% of the outstanding shares of Common Stock. These percentages are based upon the Issuer's statement as to the number of outstanding shares of Common Stock as set forth in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 16, 2005. (b) The Board of Directors of CKD has the sole power to vote or to direct the vote, and dispose or direct the disposition, of all 3,000,000 shares of Common Stock CKD acquired. J.H. Rhee has the sole power to vote or to direct the vote, and dispose or direct the disposition, of 2,000,000 shares of Common Stock acquired by him. (c) Except for the acquisition reported herein, neither CKD nor J.H. Rhee has effected any other transaction in the Common Stock within the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock acquired by CKD and J.H. Rhee. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------ Not applicable. CUSIP NO. 761640 10 1 SCHEDULE 13D Page 5 of 7 Pages Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit 1. Agreement and Plan of Merger, dated as of January 20, 2005, by and among CPRD, Merger Sub, CRS Delaware and Rexahn is incorporated by reference to Exhibit 2.1 to CPRD's Current Report on Form 8-K filed on January 21, 2005. Exhibit 2. Power of Attorney dated May 16, 2005. CUSIP NO. 761640 10 1 SCHEDULE 13D Page 6 of 7 Pages SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: May 23, 2005 Chong Kun Dang Pharmaceutical Corp. /s/ Ted T.H. Jeong ------------------------ Ted T.H. Jeong as Attorney-in-Fact for CKD CUSIP NO. 761640 10 1 SCHEDULE 13D Page 7 of 7 Pages SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF CHONG KUN DANG PHARMACEUTICAL CORP. The following table sets forth the name, business address and present principal occupation or employment of each executive officer and director of CKD. Except as otherwise indicated below, the business address of each person set forth on this Schedule A is: c/o Chong Kun Dang Pharmaceutical Corp., 368 3-ga Chungjeong-ro Seodaemun-gu Seoul, Korea 120-756. - ------------------ ----------------------------------------------------------- NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ------------------ ----------------------------------------------------------- Jang Han Rhee Chairman and Chief Executive Officer - ------------------ ----------------------------------------------------------- Jung-Woo Kim President - ------------------ ----------------------------------------------------------- Sang-Joon Lee Executive Director - ------------------ ----------------------------------------------------------- Young-Dug Ki Executive Director - ------------------ ----------------------------------------------------------- Jung-Soo Park Auditor - ------------------ ----------------------------------------------------------- Sang-Yeol Kim President and Chief Executive Officer (Outside Director) The Korea Chamber of Commerce and Industry (Commercial chamber) Gateway Tower Building, Dongja-dong, Yongsan-gu Seoul, Korea (Business) - ------------------ ----------------------------------------------------------- Jong-Yoon Lee Visiting Professor (Outside Director) Kongju University (Educational institution) 182 Singwan-dong, Gongju Chungnam, Korea (Business) President The Holt Children's Services, Inc. (Non-profit social services organization) 382-14 Hapjeong-dong, Mapo-gu Seoul, Korea (Business) - ------------------ ----------------------------------------------------------- EX-2 2 poackd.txt Exhibit 2 POWER OF ATTORNEY The undersigned, as a Section 16 and Section 13(d) reporting person of Rexahn Pharmaceuticals, Inc. (the "Company"), hereby constitutes and appoints each of Ted T.H. Jeong, Chang H. Ahn and Inok Ahn the undersigned's true and lawful attorneys-in-fact to: 1. Complete and execute forms and schedules and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Sections 16 and 13(d) of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and 2. Do all acts necessary in order to file such forms and schedules with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate. The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Sections 16 and 13(d) of the Securities Exchange Act of 1934 (as amended). This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file forms and schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of May, 2005. Signature Date --------- ---- /s/ Jang Han Rhee May 16, 2005 - ------------------------------ Name: Chong Kun Dang Pharmaceutical Corp. -----END PRIVACY-ENHANCED MESSAGE-----