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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Xechem International, Inc.
(Name of Issuer)
common stock, Par Value $.00001 per share
(Title of Class of Securities)
983895-103
(CUSIP Number)
Andrew J. Levinson, Herzfeld & Rubin, P.C.,
40 Wall Street, New York, New York 10005 (212) 344-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 7, 1997
(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_|
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d-1(a) 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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CUSIP No. 983895-003 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Blech
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 65,000,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 45,000,000
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 65,000,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
45,000,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
110,000,000
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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CUSIP No. 983895-003 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Edward A Blech Trust
25-6381634
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 45,000,000
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
45,000,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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The following Amendment No. 2 (this "Amendment") to a statement on Schedule
13D (the "Statement") filed on November 29, 1996, as amended by Amendment No. 1
thereto filed on January 28, 1997, with respect to the common stock, par value
$.00001 per share (the "Common Stock"), of Xechem International, Inc. (the
"Issuer") is being filed on behalf of David Blech and the Edward A. Blech Trust.
Capitalized terms used in this Amendment but not defined herein shall have the
respective meanings ascribed to them in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth under Item 3 is hereby supplemented by adding the
following at the end of the last paragraph of Item 3:
Pursuant to a further assignment, Mr. Blech assigned to the Trust the right
to acquire an additional $750,000 (7,500 shares) of Preferred Stock pursuant to
the Stock Purchase Agreement. On February 7, 1997, pursuant to the Stock
Purchase Agreement, the Trust purchased $750,000 (7,500 shares) of Preferred
Stock for $750,000, which came out of the working capital of the Trust.
Item 5. Interest in Securities of the Issuer
The information set forth under Item 5 is hereby deleted and replaced by
the following:
(a) The Trust has acquired $2.25 million (22,500 shares) of Preferred
Stock. Pursuant to the Stock Purchase Agreement, they will be automatically
converted into 45,000,000
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shares of Common Stock as soon as practicable. Accordingly, the Trust
beneficially owns 60.9% of the Common Stock deemed outstanding pursuant to Rule
13d-3(d) promulgated pursuant to the Securities Exchange Act of 1934, as
amended, based on 7,761,094 shares of Common Stock reported by the Issuer as
outstanding on November 15, 1996 in its Quarterly Report on Form 10-QSB for the
period ended September 30, 1996 plus an additional 21,088,000 shares of Common
Stock that the Issuer will issue to Ramesh C. Pandey, the Issuer's Chief
Executive Officer, on the mandatory conversion of $1,318,000 (13,180 shares) of
preferred stock being issued to Dr. Pandey pursuant to the Stock Purchase
Agreement in exchange for certain indebtedness of the Issuer to him. Mr. Blech
could be deemed to beneficially own such Common Stock pursuant to Article Five
of the Trust Agreement, which reserves to him the investment powers with respect
to the Trust's securities of companies of which the securities holdings by Mr.
Blech and the Trust could be deemed to be significant from the viewpoint of
voting control within the meaning of Section 675(4)(B) of the Internal Revenue
Code of 1986, as amended.
Pursuant to the Stock Purchase Agreement, Mr. Blech has the right to
acquire $3.25 million (32,500 additional shares) of Preferred Stock, and has the
right to do so immediately, notwithstanding the scheduled purchase dates set
forth in the Stock Purchase Agreement. Accordingly, he could be deemed to own
the Common Stock into which such Preferred Stock is convertible--i.e.,
65,000,000 shares of Common Stock. Accordingly, Mr. Blech
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could be deemed to beneficially own 110,000,000 shares of Common Stock, or 79.2%
of the Common Stock deemed to be outstanding (taking into account the conversion
of Dr. Pandey's preferred stock as described above).
(b) Mr. Blech has sole voting and dispositive powers with respect to
65,000,000 shares of Common Stock and shares with the Trust the voting and
dispositive powers with respect to the remaining shares identified in this
Statement.
(c) The only transactions with respect to the securities of the Issuer by
either Mr. Blech or the Trust within the past 60 days was the Trust's purchase
from the Issuer of $750,000 (7,500 shares) of Preferred Stock for $750,000 on
February 7, 1997 pursuant to the Stock Purchase Agreement and a further
assignment to the Trust of Mr. Blech's rights with respect to such shares of
Preferred Stock pursuant to the Stock Purchase Agreement.
(d) No person other than Mr. Blech or the Trust has the right to receive or
direct the receipt of dividends or sales proceeds of the Preferred Stock or the
Common Stock owned or sold by Mr. Blech or the Trust, respectively.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The information set forth under Item 6 is hereby supplemented by adding the
following at the end of the last paragraph of Item 6:
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As described above, Mr. Blech assigned to the Trust the right to acquire
from the Issuer an additional $750,000 (7,500 shares) of Preferred Stock, which
the Trust has purchased as set forth herein.
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SIGNATURES
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.
Dated: February 13, 1997
THE EDWARD A. BLECH TRUST,
Rabbi Mordechai Jofen, Trustee
By: /s/ RABBI MORDECHAI JOFEN
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Rabbi Mordechai Jofen, Trustee
/s/ DAVID BLECH
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David Blech
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