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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. 3)*
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)
March 27, 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 13d-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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SCHEDULE 13D
CUSIP NO. 983895-103 Page 2 of 16 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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7 SOLE VOTING POWER
NUMBER OF 55,000,000 shares
SHARES ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
45,000,000 shares
OWNED BY EACH
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
55,000,000 shares
WITH
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10 SHARED DISPOSITIVE POWER
45,000,000 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
100,000,000 shares
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72%
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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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The following Amendment No. 3 (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, and further amended by
Amendment No. 2 thereto filed on February 18, 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 2. Identity and Background.
The information previously filed in response to subsections (d) - (e)
of Item 2 is amended by adding the following at the end thereof:
Although Mr. Blech has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years, he has entered into an agreement with the United States Attorney's Office
for the Southern District of New York pursuant to which he has agreed to plead
guilty to a one-count information charging a violation of the antifraud
provisions of Section 10(b) of the Securities Exchange Act of 1934, as amended.
In addition, while the decision is on appeal and, accordingly, has not
become final, the District Business Conduct Committee for District No. 10 of
NASD Regulation, Inc. reached a decision, dated December 3, 1996, in a matter
styled District Business Conduct Committee for District No. 10 v. David Blech,
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regarding the alleged failure of Mr. Blech to respond to requests by the staff
of the National Association of Securities Dealers, Inc. ("NASD") for documents
and information in connection with seven customer complaints against various
registered representatives of D. Blech & Co., which was at the time a registered
broker-dealer and a member of the NASD. The decision found that Mr. Blech failed
to respond to such requests in violation of NASD rules and that Mr. Blech
should, therefore, be censured, fined $20,000 and barred from associating with
any member firm in any capacity. On December 17, 1996, Mr. Blech appealed from
the decision, thereby staying the effectiveness of the decision pending the
appeal.
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:
In accordance with the Stock Purchase Agreement, because (a) the Issuer
has amended its certificate of incorporation to authorize the issuance of
additional shares of Common Stock and (b) the Fourth Shares (as defined in the
Stock Purchase Agreement) have been purchased, all shares of the Preferred Stock
held by the Trust have been converted into shares of Common Stock and all future
purchases under the Stock Purchase Agreement will be directly into shares of
Common Stock.
Mr. Blech, the Michael G. Jesselson 12/18/80 Trust and the Benjamin J.
Jesselson 12/18/80 Trust (such trusts being
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referred to as the "Assignees"), the Issuer and Mr. Pandey entered into an
Amendment to Stock Purchase Agreement, dated as of March 27, 1997 (the
"Amendment"), pursuant to which (a) 10,000,000 shares of Common Stock (the
"Assigned Shares") of the 35,000,000 shares of Common Stock that pursuant to the
Stock Purchase Agreement were to be purchased by February 17, 1997 will be
immediately purchased by the Assignees, and (b) the closing of the purchase of
the remaining shares that were to be purchased by February 17, 1997 shall take
place on or before April 30, 1997. A copy of the Amendment is annexed hereto as
Exhibit 1 and incorporated herein by reference, and any discussion herein of the
terms and conditions of the Amendment is qualified in its entirety by reference
to the complete terms of the Amendment.
In addition, Mr. Blech and the Assignees entered into an Assignment and
Assumption dated as of March 27, 1997 (the "Assignment") pursuant to which Mr.
Blech assigned to the Assignees the Assigned Shares. A copy of the Assignment is
annexed hereto as Exhibit 2 and incorporated herein by reference, and any
discussion herein of the terms and conditions of the Assignment is qualified in
its entirety by reference to the complete terms of the Assignment.
Item 5. Interest in Securities of the Issuer
The information set forth following the first paragraph under Item 5 is
hereby deleted and replaced by the following:
Pursuant to the Stock Purchase Agreement, the Amendment and the
Assignment, Mr. Blech has the right to acquire 55,000,000
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additional shares of Common 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 beneficially own 100,000,000
shares of Common Stock, or 72% of the Common Stock deemed to be outstanding
(taking into account the purchase of the Assigned Shares).
(b) Mr. Blech has sole voting and dispositive powers with respect to
55,000,000 shares of Common Stock and shares with the Trust the voting and
dispositive powers with respect to the 45,000,000 shares beneficially held by
the Trust.
(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 Assignment and
the Amendment described above and annexed hereto as Exhibits, pursuant to which
Mr. Blech assigned the Assigned Shares to the Assignees.
(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 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 Assignees the right to
acquire from the Issuer 10,000,000 shares of Common Stock.
Item 7. Material to be filed as Exhibits.
1. Amendment
2. Assignment
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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: April 4, 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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EXHIBIT INDEX
No. Description Page
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1. Amendment
2. Assignment
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Exhibit 1
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AMENDMENT TO STOCK PURCHASE AGREEMENT
AGREEMENT, dated March 27, 1997, among Xechem International, Inc., a
Delaware corporation (the "Company"); David Blech (the "Purchaser"); The Edward
A. Blech Trust (the "Trust"); Ramesh C. Pandey ("Pandey"); and the Michael G.
Jesselson 12/18/80 Trust and the Benjamin J. Jesselson 12/18/80 Trust (the
"Assignees").
WHEREAS, the Company, the Purchaser, and Pandey are the original
parties to a Stock Purchase Agreement, dated November 18, 1996 (the "Purchase
Agreement"; terms used and not defined herein have the meaning as defined in the
Purchase Agreement), and the Trust has subsequently become party to the Purchase
Agreement; and
WHEREAS, the Purchase Agreement provides for the purchase of certain
shares of convertible preferred stock of the Company or, if certain events have
occurred, the underlying shares of Common Stock; and
WHEREAS, such events have occurred, and accordingly the Purchase
Agreement now relates to the purchase and sale of shares of Common Stock; and
WHEREAS, on the date hereof, the Purchaser is assigning to the
Assignees the right to purchase certain of such shares; and
WHEREAS, the parties hereto desire to amend certain provisions of the
Purchase Agreement to modify the closing schedule;
NOW, THEREFORE, it is hereby agreed as follows:
I. The Purchase Agreement provides for the Purchaser to purchase the
Fifth Shares, which consist of 35,000,000 shares of Common Stock, on or before
February 17, 1997. The parties hereby agree that the Assignees shall purchase
10,000,000 of the Fifth Shares on the date hereof, and the closing of the
purchase of the remaining 25,000,000 Fifth Shares shall take place on or before
April 30, 1997, subject to the provisions of the Purchase Agreement (including,
without limitation, Sections 9.1 and 9.2 thereof).
2. The provisions of this Amendment shall be binding upon and inure to
the benefit of the parties hereto and the respective successors and assigns of
the corporate parties hereto and the respective assigns, heirs, and personal
representatives of the individual parties hereto.
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3. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. It shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflict of
laws.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first written above.
XECHEM INTERNATIONAL, INC.
By /s/ RAMESH C. PANDEY
---------------------------------
Ramesh C. Pandey, President
/S/ RAMESH C. PANDEY
-----------------------------------
Ramesh C. Pandey
/S/ DAVID BLECH
-----------------------------------
David Blech
THE EDWARD A. BLECH TRUST
By /S/ MORDECHAI JOFEN
---------------------------------
Mordechai Jofen, Trustee
MICHAEL G. JESSELSON 12/18/80
TRUST
By /S/ MICHAEL G. JESSELSON
---------------------------------
BENJAMIN J. JESSELSON 12/18/80
TRUST
By /S/ MICHAEL G. JESSELSON
---------------------------------
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EXHIBIT 2
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ASSIGNMENT AND ASSUMPTION
ASSIGNMENT AND ASSUMPTION, dated March 27, 1997 between David Blech
("Blech") and the Michael G. Jesselson 12/19/80 Trust and the Benjamin J.
Jesselson 12/18/80 Trust (the "Assignees").
WHEREAS, Blech is the "Purchaser" under and as defined in the Stock
Purchase Agreement, dated as of November 18, 1996, as amended (the "Agreement";
Terms used and not defined herein shall have the respective meanings as defined
in the Agreement), among Blech, Xechem International, Inc., a Delaware
corporation (the "Company"), and Ramesh C. Pandey, pursuant to which, among
other things, the Purchaser has agreed to purchase certain shares of the capital
stock of the Company; and
WHEREAS, Blech wishes to assign to the Assignees, and the Assignees
wish to assume, the obligations of Blech to purchase certain of such shares;
NOW, THEREFORE, Blech and the Assignees hereby agree as follows:
1. Blech hereby assigns to the Assignees Blech's rights to purchase
10,000,000 shares of Common Stock (the "Assigned Shares"), which are a part of
the Fifth Shares. Each of the Assignees is purchasing 5,000,000 of the Assigned
Shares.
2. Each Assignee hereby assumes, and agrees to perform, all of Blech's
obligations under the Agreement with respect to the Assigned Shares purchased by
it, as if such Assignee were the "Purchaser" with respect thereto.
3. Each Assignee further agrees to be bound by, and hereby becomes a
party to, the Stockholders Agreement, as a "Purchaser Stockholder" as defined
therein.
4. Pursuant to Section 10.6(b) of the Agreement, each Assignee hereby
represents and warrants as follows:
(a) Organization. Such Assignee is a trust duly organized and
validly existing under the laws of the State of New York, with all requisite
power and authority to own, lease, license, and use its properties and assets
and to carry on the business in which it is now engaged and the business in
which it contemplates engaging.
(b) Authority to Buy. Such Assignee has all requisite power
and authority to execute, deliver, and perform this Assignment (which
performance, for all purposes of this Assignment, shall include performance of
the obligations assumed by such Assignee under the Agreement and the
Stockholders Agreement). All necessary trust proceedings of such Assignee have
been duly taken to authorize the
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execution, delivery, and performance of this Assignment by such Assignee. This
Assignment has been duly authorized, executed, and delivered by such Assignee,
and this Assignment is the legal, valid, and binding obligation of such Assignee
and is enforceable as to such Assignee in accordance with its terms.
(c) No Conflicts. No consent, authorization, approval, order,
license, certificate, or permit of or from, or declaration or filing with, any
federal, state, local, or other governmental authority or any court or other
tribunal is required for the execution, delivery, or performance by such
Assignee of this Assignment. No consent of any party to any Contract to which
such Assignee is a party, or to which it or any of its businesses, properties,
or offsets are subject is required for the execution, delivery, or performance
of this Assignment by such Assignee; and the execution, delivery, and
performance of this Assignment by such Assignee will not violate, result in a
breach of, conflict with, or (with or without the giving of notice or the
passage of time or both) entitle any party to terminate or call a default under,
entitle any party to rights and privileges that such party was not receiving or
entitled to receive immediately before this Assignment was executed under, or
create any obligation on the part of such Assignee that it was not paying or
obligated to pay immediately before this Assignment was executed under, any term
of any such Contract or violate or result in a breach of any term of the trust
agreement of such Assignee, or violate, result in a breach of, or conflict with
any law, rule, regulation, order, judgment, or decree binding on such Assignee
or to which it or any of its businesses, properties, or assets are subject,
(d) Non-Distributive Intent. Such Assignee is an accredited
investor. Such Assignee is acquiring the Assigned Shares purchased by it for its
own account (and not for the account of others) for investment and not with a
view to the distribution thereof. Such Assignee will not sell or otherwise
dispose of the Assigned Shares (whether pursuant to a liquidating distribution
or otherwise) without registration under the Securities Act or an exemption
therefrom, and tho certificate or certificates representing the Assigned Shares
may contain a legend to the foregoing effect. Such Assignor has been given
access to the kind of financial and other information about the Company as would
be contained in a registration statement filed under the Securities Act. Without
limiting the foregoing, such Assignee acknowledges receipt of the SEC reports
and the other documents listed in or attached to Exhibit 4.3 to the Agreement.
Such Assignee understands that it may not sell or otherwise dispose of the
Assigned Shares in the absence of either a registration statement under the
Securities Act or an exemption from the registration provisions of the
Securities Act.
(e) Completeness of Disclosure. No representation or warranty
by such Assignee in this Assignment contains or (except for
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changes beyond the control of such Assignee) on any Closing Date on which such
Assignee purchases Assigned Shares will contain an untrue statement of a
material fact or omits or (except for changes beyond the control of such
Assignee) on any such Closing Date will omit to state a material fact required
to be stated therein or necessary to make the statements made therein not
misleading.
5. The Company shall be entitled to rely on, and shall be a third party
beneficiary of, the representations, warranties, covenants, and agreements of
Blech and the Assignees contained in this Assignment.
6. The address for notices to each Assignee shall be c/o Michael
Jesselson, Jesselson Capital, 1301 Sixth Avenue, Suite 4101, New York, New York
10019.
7. At any time and from time to time, each party hereto agrees, without
further consideration, to take such actions and to execute and deliver such
documents as may be reasonably necessary more effectively to carry out the
transfer of assets and assumption of liabilities contemplated by this
Assignment.
8. This Assignment shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflict of
laws.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Assignment as of The date first above written.
/s/ DAVID BLECH
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David Blech
MICHAEL G. JESSELSON 12/18/80
TRUST
By /S/ MICHAEL G. JESSELSON
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BENJAMIN J. JESSELSON 12/18/80
TRUST
By /S/ MICHAEL G. JESSELSON
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