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80 Orville Drive, Suite 100
Bohemia, New York 11716
(Address of principal executive offices) (Zip code)
(631) 244-1555
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[X] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Special
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains certain statements that are
forward-looking statements within the meaning of the Private Litigation Reform Act of
1995. Certain, but not necessarily all, of such statements can be identified by the use of
forward-looking words, such as “believes,” “expects,” “may,”
“will,” “should,” “estimates” or “anticipates” or
the negative thereof or similar words. All forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause our actual transactions,
results, performance or achievements to be materially different from any future
transactions, results, performance or achievements expressed or implied by such
forward-looking statements. These may include, but are not limited to matters described in
this Current Report on Form 8-K and matters described in “Note on Forward-Looking
Statements” in our Annual Report on Form 10-KSB for the year ended December 31, 2003.
Although we believe the expectations reflected in such forward-looking statements are
based upon reasonable assumptions and business opportunities, we can give no assurance
that our expectations will be attained or that any deviations will not be material. We
undertake no obligation to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise.
* * *
We
intend to file a proxy statement and other relevant documents in connection with the
proposed transactions described in this Current Report on Form 8-K. Our investors and
stockholders are urged to read the proxy statement and other relevant materials when they
become available because they will contain other information about us, Rexahn, Corp and
the proposed transactions. Our investors and stockholders may obtain a free copy of these
materials (when they are available) and other documents filed with the Securities and
Exchange Commission at the Securities and Exchange Commission’s web site at
www.sec.gov. A free copy of the proxy statement when it becomes available may also be
obtained from us at 80 Orville Drive, Suite 100, Bohemia, New York 11716 (631-244-1555).
We
and our executive officer and director may be deemed to be participants in the
solicitation of proxies from our stockholders with respect to the proposed transactions.
Information about our director and executive officer and his ownership of our shares is
set forth in our Information Statement on Schedule 14C filed with the Securities and
Exchange Commission on August 30, 2004. A free copy of this document may be obtained by
contacting the Securities and Exchange Commission or us as indicated above. Our investors
and stockholders may obtain additional information regarding the interests of such
director and executive officer in the proposed transactions by reading the proxy statement
when it becomes available.
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Item 1.01. Entry into a
Material Definitive Agreement.
On
January 20, 2005, Corporate Road Show.Com Inc. (the “Company”) entered into an
Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company,
CRS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the
Company (“Merger Sub”), CRS Delaware, Inc., a Delaware corporation and a wholly
owned subsidiary of the Company (“CRS Delaware”), and Rexahn, Corp, a Maryland
corporation (“Rexahn”), pursuant to which immediately after giving effect to a
1-for-100 reverse stock split (the “Reverse Stock Split”) and the
reincorporation of the Company as a Delaware corporation under the name “Rexahn
Pharmaceuticals, Inc.” (“Rexahn Pharmaceuticals”), Merger Sub will be
merged with and into Rexahn (the “Merger”) with Rexahn as the surviving
corporation and a wholly owned subsidiary of the Company.
The
Merger Agreement provides that upon the consummation of the Merger, (i) each share of
the issued and outstanding Rexahn common stock (other than dissenting shares) will be
converted into the right to receive five shares of Rexahn Pharmaceuticals common stock and
(ii) each issued and outstanding option to purchase shares of Rexahn common stock,
whether vested or then exercisable, will be converted into an option to purchase shares of
Rexahn Pharmaceuticals common stock. After the consummation of the Merger, current
stockholders of Rexahn will hold approximately 91.8% of the issued and outstanding common
stock of Rexahn Pharmaceuticals and current stockholders of the Company will hold
approximately 8.2% of the issued and outstanding Rexahn Pharmaceuticals common stock.
Immediately
prior to the Merger, the Company will reincorporate itself in the State of Delaware by way
of a merger of the Company with and into CRS Delaware (the “Reincorporation”)
pursuant to an Agreement and Plan of Merger dated January 20, 2005 between the Company and
CRS Delaware (the “Reincorporation Merger Agreement”), whereby each share of
common stock of the Company will be converted into the right to receive one share (after
giving effect to the Reverse Stock Split), or in lieu of effecting the Reverse Stock
Split, one one-hundredth (1/100) of a share, of common stock of Rexahn Pharmaceuticals.
The
Merger Agreement has been approved by the boards of directors of each of Rexahn and the
Company. The consummation of the Merger is subject to, among other things, (i) the
approval by stockholders of Rexahn of the Merger and the Merger Agreement, (ii) subject to
the approval of the Company’s stockholder, consummation of (A) the Reverse Stock
Split and (B) the Reincorporation, (iii) the execution and delivery of a Settlement
Agreement between Frank Ferraro and the Company and (iv) other customary conditions.
The
description of the proposed transactions described in this report does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement and the
Reincorporation Merger Agreement, which are filed as Exhibits 2.1 and 2.2 to this report
and incorporated herein by reference. There can be no assurance that the transactions
contemplated by the Merger Agreement and the Reincorporation Merger Agreement will be
consummated.
Rexahn
is a biopharmaceutical company focused on the development of signal inhibitor drug
therapies for the treatment of cancer and other diseases. Rexahn intends to develop and
commercialize new signal inhibitor cancer drugs with greater clinical benefits for cancer
patients. Rexahn’s principal corporate offices are located in Rockville, Maryland in
Maryland’s I-270 technology corridor.
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Item 9.01. Financial
Statements and Exhibits.
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