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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. 1)*
Xechem International, Inc.
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(Name of Issuer)
Common Stock, Par Value $.00001 per share
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(Title of Class of Securities)
983895-103
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(CUSIP Number)
Andrew J. Levinson, Herzfeld & Rubin, P.C.,
40 Wall Street, New York, N.Y. 10005
(212) 344-5500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 1996 and January 6, 1997
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(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 subject of this Schedule 13D, and is filing this
statement 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 __ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Blech
132-4800068
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
USA
7 SOLE VOTING POWER
80,000,000 shares
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY
30,000,000 shares
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING PERSON
80,000,000 shares
WITH
10 SHARED DISPOSITIVE POWER
30,000,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 983895-103 Page 3 of __ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Edward A. Blech Trust
25-6381634
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
- 0 -
NUMBER OF SHARES
8 SHARED VOTING POWER
BENEFICIALLY
24,000,000 shares
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING PERSON
- 0 -
WITH
10 SHARED DISPOSITIVE POWER
24,000,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.2%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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The following Amendment No. 1 (this "Amendment") to a statement on Schedule
13D (the "Statement") filed on November 29, 1996 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:
On December 30, 1996, pursuant to the Stock Purchase Agreement and the
Assignment, the Trust purchased $500,000 (5,000 shares) of Preferred Stock for
$500,000, which came out of the working capital of the Trust.
Pursuant to a further assignment, Mr. Blech assigned to the Trust the right
to acquire an additional $500,000 (5,000 shares) of Preferred Stock pursuant to
the Stock Purchase Agreement. On January 6, 1997, the Trust purchased an
additional $500,000 (5,000 shares) of Preferred Stock for $500,000, 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:
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(a) The Trust has acquired $1.5 million (15,000 shares) of Preferred
Stock. If no other shares are acquired pursuant to the Stock Purchase
Agreement, they will be convertible into 24,000,000 shares of Common Stock.
Accordingly, the Trust beneficially owns 76.2% 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 7,483,393 shares of Common Stock
reported by the Issuer as outstanding on August 15, 1996 in its Quarterly Report
on Form 10-QSB for the period ended June 30, 1996. 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 $4.0 million (40,000 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.,
80,000,000 shares of Common Stock. Moreover, if such purchases are effected,
the $1.5 million (15,000 shares) owned by the Trust would be convertible into
30,000,000 shares of Common
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Stock. Accordingly, Mr. Blech could be deemed to beneficially own 110,000,000
shares of Common Stock, or 93.6% of the Common Stock deemed to be outstanding
(without taking into account the conversion of Dr. Pandey's preferred stock
described above).
(b) Mr. Blech has sole voting and dispositive powers with respect to
80,000,000 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 (i) of $500,000 (5,000 shares) of Preferred Stock for $500,000
on December 30, 1996 pursuant to the Stock Purchase Agreement and the
Assignment, and (ii) an additional $500,000 (5,000 shares) of Preferred Stock
for $500,000 on January 6, 1997 pursuant to the Stock Purchase Agreement and a
further assignment of certain of Mr. Blech's rights 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 an
additional $500,000 (5,000 shares) of Preferred Stock for $500,000 (i.e.,
resulting in the right of the Trust to acquire $l,500,000 (1,500 shares) of
Preferred Stock, from the Issuer, all of which have been purchased).
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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: January 27, 1997
THE EDWARD A. BLECH TRUST,
Rabbi Mordechai Jofen, Trustee
By: /s/ RABBI MORDECHAI JOFEN
Rabbi Mordechai Jofen, Trustee
/s/ DAVID BLECH
David Blech
