Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
RUB MUSIC ENTERPRISES, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
(CUSIP Number)
Terry F. Schwartz, Esq.
Smith, Gambrell & Russell, LLP
Suite 3100,
Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309-3592
(404) 815-3500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this
Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See Rule 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).
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NAMES OF REPORTING PERSONS
Christopher M. Cashman |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF, OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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SOLE VOTING POWER |
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| NUMBER OF |
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880,773 |
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| SHARES |
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SHARED VOTING POWER |
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| OWNED BY |
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0 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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880,773 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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880,773 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.7% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
Item 1. Security and Issuer.
This Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, par value $0.001
per share, of Rub Music Enterprises, Inc., a Nevada corporation (the “Issuer”). The address of the
principal executive offices of the Issuer is 11680 Great Oaks Way, Suite 350, Alpharetta, Georgia
30022.
Item 2. Identity and Background.
This Schedule 13D is being filed by Christopher M. Cashman (the “Reporting Person”).
The Reporting Person is the President and Chief Executive Officer of the Issuer and SANUWAVE,
Inc. (“SANUWAVE”), a wholly-owned subsidiary of the Issuer. He beneficially owns 880,773 shares of
the Issuer’s common stock, which represents 6.7% of the Issuer’s common stock. The Reporting
Person is a United States citizen and his principal business address is 11680 Great Oaks Way, Suite
350, Alpharetta, Georgia 30022.
During the last five years, the Reporting Person has not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction as result of which
proceeding he was or is subject to a judgment, decree or final order either enjoining future
violations of, or prohibiting or mandating activities subject to, United States Federal or state
securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As Chief Executive Officer and President of SANUWAVE, the Reporting Person received shares of
common stock and options to purchase shares of common stock of SANUWAVE as compensation for his
services. In addition, the Reporting Person used personal funds to purchase additional shares of
common stock of SANUWAVE. The Reporting Person’s shares in SANUWAVE were converted into shares of
the Issuer as described Item 4 below.
Item 4. Purpose of Transaction.
On September 25, 2009, the Issuer and RME Delaware Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of the Issuer (the “Merger Sub”), entered into an agreement and plan of
merger (the “Merger Agreement”) with SANUWAVE, Inc. Pursuant to the Merger Agreement, the Merger
Sub merged with and into SANUWAVE, with SANUWAVE as the surviving entity (the “Reverse Merger”).
In connection with the Reverse Merger, the Issuer acquired 100% of the outstanding capital stock of
SANUWAVE and issued to the stockholders of SANUWAVE 11,009,657 shares of the Issuer’s common stock,
warrants to purchase up to 1,106,627 shares of the Issuer’s common stock, at $4.00 per share, and
warrants to purchase up to an additional 1,106,627 shares of the Issuer’s common stock, at $8.00
per share.
In connection with the Reverse Merger, the Issuer also entered into stock repurchase
agreements, all dated as of September 25, 2009 (the “Stock Repurchase Agreements”), with certain
stockholders of the Issuer, pursuant to which the Issuer purchased from certain stockholders, for
an aggregate purchase price of $180,000, some or all of the Issuer’s common stock held by such
stockholders, such that after the repurchases, 1,500,000 shares of the Issuer’s common stock
remained outstanding (the “Share Repurchase”).
As a result of the Reverse Merger and Share Repurchase, the stockholders of SANUWAVE
control approximately 88% of the Issuer’s outstanding common stock, holding 11,009,657 of the
12,509,657 outstanding shares, and SANUWAVE is considered the accounting acquirer in the Reverse
Merger. The Reverse Merger resulted in a change of control of the Company.
Prior to the Reverse Merger, the Reporting Person was the President, Chief Executive Officer
and a director of SANUWAVE. Pursuant to the Merger Agreement, the former sole officer and
director of the Issuer submitted his resignation as an officer and director of the Issuer, and
Christopher M. Cashman, Thomas H. Robinson, Kevin A. Richardson, II and John F. Nemelka were
appointed to serve as members of the board of directors of the Issuers, all of which will be
effective following the expiration of the ten day period following the mailing of the information
statement required by Rule 14f-1 under the Exchange Act. Upon the consummation of the Reverse
Merger, the former sole officer and director of the Issuer resigned as President, Chief Executive
Officer and Chief Financial Officer of the Issuer, Christopher M. Cashman was appointed to serve as
Chief Executive Officer and President of the Issuer, and Barry J. Jenkins was appointed to serve as
Chief Financial Officer of the Issuer.
The Reporting Person intends to continue to participate in the management and operations of
the Issuer. Except as consistent with his positions with the Issuer and as described in the
paragraph above, he does not have any plans or proposals that would result in any of the actions
specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a)(b) |
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The Reporting Person beneficially owns 880,773 shares or 6.7% of
the common stock of the Issuer, which includes options to purchase
up to 542,700 shares of common stock and warrants to purchase up
to 8,816 shares of common stock, with respect to which he has sole
voting and dispositive power. |
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(c) |
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On September 25, 2009, the Reporting Person received 880,773
shares of the Issuer, which includes options to purchase up to
542,700 shares of common stock and warrants to purchase up to
8,816 shares of common stock, in connection with the Reverse
Merger. See Item 4 above. No other transactions were effected by
the Reporting Person in common stock of the Issuer during the past
60 days. |
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(d) |
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Not applicable. |
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(e) |
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Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
In September 2009, SANUWAVE entered into lock-up agreements with certain of its shareholders,
including the Reporting Person, pursuant to which the shareholders agreed not to sell, assign,
transfer, or encumber any of SANUWAVE’s common stock, preferred stock, options, warrants or other
rights issued by SANUWAVE, without the consent of SANUWAVE, until January 1, 2011. The lock-up
agreements also apply to securities of any successor or assign of SANUWAVE, including the Issuer;
therefore, any shares of the Issuer’s common stock received by these SANUWAVE shareholders in
connection with the Reverse Merger may not be transferred, without the consent of the Issuer, until
January 1, 2011.
On December 19, 2005, SANUWAVE entered into a management stockholders agreement with Prides
Capital Fund I, L.P. (“Prides”) and certain SANUWAVE shareholders, including the Reporting
Person (the “Management Stockholders”), which agreement was subsequently amended on October
24, 2006 and September 25, 2009 (the “Management Stockholders Agreement”). The Management
Stockholders Agreement provides that no transfer of shares by a Management Stockholder will be
effective unless the transferee has executed an instrument agreeing to be bound by the terms of the
Management Stockholders Agreement. Pursuant to the Management Stockholders Agreement, at any time
Prides proposes to transfer its shares to a proposed transferee, Prides must provide notice to the
Management Stockholders and, for a period of 20 days after such notice, each Management Stockholder
will have the right to sell shares to the proposed transferee at the same price and upon the same
terms as Prides. In addition, at any time Prides proposes to sell more than 50% of the aggregate
outstanding shares held by Prides and the Management Stockholders to a third party, Prides must
provide notice to the Management Stockholders and each Management Stockholder will be obligated to
sell the same percentage of shares held by such Management Stockholder as Prides proposes to sell.
The Management Stockholders Agreement also applies to securities of any successor or assign of
SANUWAVE, including the Issuer; therefore, any shares of the Issuer’s common stock received by
Prides and the Management Stockholders in connection with the Reverse Merger are subject to the
provisions of the Management Stockholders Agreement.
Item 7. Material to be Filed as Exhibits.
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(a) |
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Agreement and Plan of Merger, dated as of September 25,
2009, by and between Rub Music Enterprises, Inc., RME
Delaware Merger Sub, Inc. and SANUWAVE, Inc.
(incorporated by reference to the Issuer’s Current
Report on Form 8-K filed with the Securities and
Exchange Commission on September 30, 2009). |
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(b) |
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Form of Lock-Up Agreement, dated September 2009, by and
between certain shareholders of SANUWAVE, Inc. and
SANUWAVE, Inc. (incorporated by reference to the
Issuer’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 30,
2009). |
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(c) |
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Management Stockholders Agreement, dated as of December
19, 2005, among SANUWAVE, Inc., Prides Capital Fund I,
L.P. and certain shareholders of SANUWAVE, Inc.
(incorporated by reference to the Issuer’s Current
Report on Form 8-K filed with the Securities and
Exchange Commission on September 30, 2009). |
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(d) |
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Amendment to Management Stockholders Agreement, dated as
of October 24, 2006, among SANUWAVE, Inc., Prides
Capital Fund I, L.P. and certain shareholders of
SANUWAVE, Inc. (incorporated by reference to the
Issuer’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 30,
2009). |
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(e) |
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Second Amendment to Management Stockholders Agreement,
dated as of September 25, 2009, among SANUWAVE, Inc.,
Prides Capital Fund I, L.P. and certain shareholders of
SANUWAVE, Inc. (incorporated by reference to the
Issuer’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 30,
2009). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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| Date: October 5, 2009 |
By: |
/s/ Christopher M. Cashman
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Name: |
Christopher M. Cashman |
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