-----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, M4Uc9Pm3YqH5Hdbz4M/wOqKOeTt4nPB5hXQA3yaF9ci/4sIZn+cSmz/DDGHzqa5c ZlcUXnRN4nEy5uWx0GN7lw== 0000950136-06-000322.txt : 20060120 0000950136-06-000322.hdr.sgml : 20060120 20060120114656 ACCESSION NUMBER: 0000950136-06-000322 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060120 DATE AS OF CHANGE: 20060120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEA ACQUISITION CORP CENTRAL INDEX KEY: 0001268904 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 200178991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79690 FILM NUMBER: 06539865 MAIL ADDRESS: STREET 1: 101 EAST KENNEDY BLVD STREET 2: STE 3300 CITY: TAMPA STATE: FL ZIP: 33602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RUSSELL DONALD CENTRAL INDEX KEY: 0001274549 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 101 E KENNEDY BLVD STE 3300 STREET 2: C/O ACQUISITION CORP CITY: TAMPA STATE: FL ZIP: 33602 SC 13D 1 file001.htm SCHEDULE 13D


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------



                                  SCHEDULE 13D
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*

                           CEA ACQUISITION CORPORATION
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                    Common Stock, par value $.0001 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   12513Q 10 7
                     ---------------------------------------
                                 (CUSIP Number)

                                 with a copy to:
                             David Alan Miller, Esq.
                                 Graubard Miller
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 818-8800
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                January 19, 2006
                     ---------------------------------------
             (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 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).

        PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN
         THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FOR DISPLAYS A
                        CURRENT VALID OMB CONTROL NUMBER.




                                  SCHEDULE 13D

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  CUSIP NO. 12513Q 10 7                                   PAGE 2 OF 7 PAGES
                                                              --   --
- ---------------------------                          ---------------------------

- --------------------------------------------------------------------------------
     NAME OF REPORTING PERSON
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
  1
     Donald Russell                              I.D. No.
- --------------------------------------------------------------------------------
  2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ]
                                                                         (B) [ ]
- --------------------------------------------------------------------------------
  3  SEC USE ONLY
- --------------------------------------------------------------------------------
  4  SOURCE OF FUNDS (SEE INSTRUCTIONS)

     PF
- --------------------------------------------------------------------------------
  5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS     2(d) or 2(e)[ ]
- --------------------------------------------------------------------------------
  6  CITIZENSHIP OR PLACE OF ORGANIZATION

     United States
- --------------------------------------------------------------------------------
                      7     SOLE VOTING POWER

   NUMBER OF                310,000
     SHARES        -------------------------------------------------------------
  BENEFICIALLY        8     SHARED VOTING POWER
    OWNED BY
      EACH                  -0-
   REPORTING       -------------------------------------------------------------
     PERSON           9     SOLE DISPOSITIVE POWER
      WITH
                            310,000
                   -------------------------------------------------------------
                      10    SHARED DISPOSITIVE POWER

                            - 0 -
- --------------------------------------------------------------------------------
 11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     310,000
- --------------------------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES (SEE INSTRUCTIONS)[ ]
- --------------------------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     6.3%
- --------------------------------------------------------------------------------
 14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN
- --------------------------------------------------------------------------------



                                  SCHEDULE 13D
- ---------------------------                          ---------------------------
  CUSIP NO. 12513Q 10 7                                   PAGE 3 OF 7 PAGES
                                                              --   --
- ---------------------------                          ---------------------------

         This Amendment No. 1 to the Schedule 13D ("Amendment No. 1") restates
in its entirety the Schedule 13D filed by Donald Russell. ("Russell") with
respect to ownership of the common stock of CEA Acquisition Corporation, a
Delaware Corporation (the "Issuer").

         The percentages of beneficial ownership reflected in this Amendment No.
1 are based upon 4,900,000 shares of Common Stock outstanding as of September
30, 2005 as set forth in the Issuer's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2005.


ITEM 1. SECURITY AND ISSUER

         The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, par value $0.0001 per share (the "Common Stock"),
of CEA Acquisition Corporation, a Delaware corporation (the "Issuer"). The
principal executive office of the Issuer is 101 East Kennedy Boulevard, Suite
3300, Tampa, Florida 33602.

ITEM 2. IDENTITY AND BACKGROUND.

         This Statement is being filed by Russell. The business address of
Russell is 101 East Kennedy Boulevard, Suite 3300, Tampa, Florida 33602. Russell
has been the Vice Chairman of the Board of the Issuer since its inception.

         During the past five years, Russell has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

         During the past five years, Russell has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is not 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.

         Russell is a citizen of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         In October 2003, in connection with the Issuer's formation, Russell
purchased 100,000 shares of Common Stock at a purchase price of approximately
$0.033 per share. Russell used his personal funds to purchase such shares at
that time. In January 2004, the Issuer's board of directors authorized a
1.1666666-to-one forward stock split of the Common Stock, effectively lowering
the purchase price to $0.029 per share (and increasing the number of shares held
by Russell to 175,000 (referred to herein as the "IPO Shares")).

         In February and March 2004, Russell purchased warrants ("Warrants") to
purchase an aggregate of 178,954 shares of the Issuer's Common Stock for an
aggregate purchase price



                                  SCHEDULE 13D
- ---------------------------                          ---------------------------
  CUSIP NO. 12513Q 10 7                                   PAGE 4 OF 7 PAGES
                                                              --   --
- ---------------------------                          ---------------------------

$114,583.98. The Warrants have an exercise price of $5.00 per share and will
become exercisable upon completion by the Issuer of a business combination with
a target business. Russell used his personal funds to purchase such Warrants at
that time.

         In November 2005, Russell purchased an aggregate of 35,000 shares of
the Issuer's Common Stock for an aggregate purchase price of $183,172.84 and
Warrants to purchase 25,000 shares of the Issuer's Common Stock for a purchase
price of $19,250. Russell used his personal funds to purchase such shares and
Warrants at that time.

         In December 2005, Russell entered into a "written plan for trading
securities" within the meaning of SEC Rule l0b5-1 promulgated under the
Securities Exchange Act of 1934, as amended. Pursuant to such plan, Russell
agreed to purchase 100,000 shares of the Issuer's Common Stock at prices less
than or equal to $6.50 per share; provided that such purchases will be made in
compliance with Rule 10b-18 promulgated under the Securities Exchange Act of
1934 and will cease upon consummation of the Merger described below in Item
4(b). In December 2005 and January 2006, Russell completed the purchase of the
100,000 shares of the Issuer's Common Stock for an aggregate purchase price of
approximately $549,050 pursuant to this plan. Russell used his personal funds to
purchase such shares at that time.

ITEM 4. PURPOSE OF TRANSACTION

         Russell acquired the securities referred to above in Item 3 for
investment purposes.

         (a) Russell may acquire additional securities from time to time in the
open market or in private transactions. Russell holds Warrants to purchase an
aggregate of 203,954 shares of the Issuer's Common Stock. The Warrants have an
exercise price of $5.00 per share and will become exercisable upon completion by
the Issuer of a business combination with a target business.

         (b) On August 22, 2005, the Issuer signed a Merger Agreement, which was
amended on October 31, 2005, by and among the Issuer, etrials Acquisition, Inc.,
a wholly owned subsidiary of the Issuer ("Acquisition Sub"), etrials Worldwide,
Inc. ("etrials") and certain stockholders of etrials (the "Merger Agreement").
Pursuant to the Merger Agreement, Acquisition Sub will merge (the "Merger") with
and into etrials, with etrials surviving the merger. etrials will thereafter
continue as a wholly owned subsidiary of the Issuer. Under the terms of the
Merger Agreement, the holders of outstanding etrials securities will receive, in
exchange for such securities, an aggregate of approximately 7,400,000 shares of
the Issuer's Common Stock and warrants to purchase an aggregate of 4,250,000
shares of the Issuer's Common Stock, subject to adjustment in certain
situations. Ten percent of the Issuer's Common Stock to be issued to etrials
stockholders will be placed in escrow to secure the Issuer's indemnity rights
under the Merger Agreement.

         Pursuant to Letter Agreements, dated November 4, 2003, between the
Issuer, EarlyBirdCapital, Inc. and Russell, when the Issuer seeks stockholder
approval of the transactions contemplated by the Merger Agreement, Russell has
agreed to vote the IPO Shares in accordance



                                  SCHEDULE 13D
- ---------------------------                          ---------------------------
  CUSIP NO. 12513Q 10 7                                   PAGE 5 OF 7 PAGES
                                                              --   --
- ---------------------------                          ---------------------------

with the majority of the votes cast by the holders of the shares of Common Stock
issued in the Issuer's initial public offering. Additionally, in connection with
the Merger Agreement, certain stockholders, officers and directors of etrials
and the Issuer, including Russell, have entered into a voting agreement ("Voting
Agreement"). Pursuant to the Voting Agreement, the Issuer's Board of Directors
will be increased to seven members, of whom four will be designees of etrials
and three will be designees of certain of the Issuer's existing stockholders.
Additionally, these stockholders, including Russell, have agreed to vote in
favor of the election or re-election of the designees of etrials following the
Merger through the election of directors to be held at the Issuer's annual
meeting in 2007.

         The Merger is expected to be consummated in the beginning of the first
quarter of 2006, after the required approval by the Issuer's stockholders and
the fulfillment of certain other closing conditions.

         At the date of this Statement, except as set forth in this Statement,
the Merger Agreement and Voting Agreement discussed in this Item 4, and
consistent with Russell's position as Vice Chairman of the Board of the Issuer,
Russell has no plans or proposals which would result in:

         (a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;

         (b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;

         (c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;

         (d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of the
board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors;

         (e) Any material change in the present capitalization or dividend
policy of the Issuer;

         (f) Any other material change in the Issuer's business or corporate
structure;

         (g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which ay impede the acquisition of
control of the Issuer by any person;

         (h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;



                                  SCHEDULE 13D

- ---------------------------                          ---------------------------
  CUSIP NO. 12513Q 10 7                                   PAGE 6 OF 7 PAGES
                                                              --   --
- ---------------------------                          ---------------------------

         (i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or

         (j) Any action similar to any of those actions enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

         Russell beneficially owns 310,000 Shares of the Issuer's Common Stock.
This does not include 203,954 shares of the Issuer's Common Stock which may be
purchased pursuant to Warrants held by Russell, which such Warrants are not
exercisable and may not become exercisable within the next 60 days. Russell has
sole dispositive power over such securities. Russell beneficially owns 6.3% of
the Issuer's outstanding shares of Common Stock.

         During the past 60 days, Russell effected the purchases in December
2005 and January 2006 as described in Item 3 above.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER.

         Reference is made to the disclosure set forth in Items 3, 4 and 5 of
this Statement, which disclosure is incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

     1.   Merger Agreement, dated as of August 22, 2005, by and among the
          Issuer, etrials Acquisition, Inc., etrials Worldwide, Inc. and certain
          stockholders of etrials Worldwide, Inc. (incorporated by reference
          from Exhibit 10.1 of the Issuer's Current Report on Form 8-K dated
          August 22, 2005 and filed with the SEC on August 26, 2005).
     2.   Amendment to Agreement and Plan of Merger, dated as of October 31,
          2005, among the Issuer, etrials Acquisition, Inc., etrials Worldwide,
          Inc. and certain stockholders of etrials Worldwide, Inc. (incorporated
          by reference from Exhibit 10.10 of the Issuer's Amendment No. 1 to
          Current Report on Form 8-K dated October 31, 2005 and filed with the
          SEC on November 3, 2005).
     3.   Amendment No. 2 to Agreement and Plan of Merger, dated as of October
          31, 2005, among the Issuer, etrials Acquisition, Inc., etrials
          Worldwide, Inc. and certain stockholders of etrials Worldwide, Inc.
          (incorporated by reference from Exhibit 10.12 of the Issuer's
          Amendment No. 1 to Current Report on Form 8-K dated December 5, 2005
          and filed with the SEC on December 8, 2005).
     4.   Voting Agreement, dated as of August 22, 2005, among the Issuer,
          certain stockholders of etrials Worldwide, Inc. and certain
          stockholders of the Issuer (incorporated by reference from Exhibit
          10.2 of the Issuer's Current Report on Form 8-K dated August 22, 2005
          and filed with the SEC on August 26, 2005).



                                  SCHEDULE 13D

- ---------------------------                          ---------------------------
  CUSIP NO. 12513Q 10 7                                   PAGE 7 OF 7 PAGES
                                                              --   --
- ---------------------------                          ---------------------------

                                   SIGNATURES

         After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.


Dated:  January 19, 2006



                                                 /s/ Donald Russell
                                                 ----------------------
                                                 Donald Russell
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