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As filed with the Securities and Exchange Commission on July 16, 1996
Registration No.33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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XECHEM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3284803
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
100 Jersey Avenue
Building B, Suite 310
New Brunswick, NJ 08901
(908) 247-3300
(Address of principal executive offices) (Zip code)
Amended and Restated Stock Option Plan
(Full title of the plan)
Dr. Ramesh C. Pandey
President
100 Jersey Avenue
Building B, Suite 310
New Brunswick, NJ 08901
(908) 247-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Michael H. Margulis, Esq.
Duane, Morris & Heckscher
Suite 2125
122 East 42nd Street
New York, New York 10168
(212) 499-0414
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box [x]
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CALCULATION OF REGISTRATION FEE
Title of securitieAmounteto be Proposed maximuProposed maximum Amount of
registered registered offering price aggregate offerinregistration
per share (1) price (1) fee
Common Stock, pa200,000 shares (2) $ 1.00 $ 200,000 $ 68.97
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value $0.00001 per
share
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(1) Estimated solely for the purpose of calculating the registration fee, based
on the average of the high and low prices of the Common Stock on July 12, 1996
as reported by NASDAQ, pursuant to Rules 457(c) and (h).
(2) Represents additional shares registered under this Registration Statement.
200,000 shares were previously registered under
Registration Statement File No. 33-87034 filed on December 6, 1994 and an
additional 200,000 shares were registered under
Registration Statement File No. 33-93300 filed on June 9, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statements on Form S-8 (File Nos. 33-87034
and 33-93300) previously filed are incorporated by
reference.
Item 8. Exhibits.
5 Opinion of Duane, Morris & Heckscher
23.1 Consent of Moore Stephens, P.C. (included on Page II-2).
23.2 Consent of Duane, Morris & Heckscher (included in Exhibit 5).
24 Powers of Attorney.*
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* Previously filed
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Brunswick, State of New Jersey, on July 12, 1996.
XECHEM INTERNATIONAL, INC.
By: /s/ Ramesh C. Pandey
Ramesh C. Pandey
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Dr. Ramesh C. Pandey Chairman of the Board of Directors July 12,1996
------------------------ Chief Executive Officer (Principal Executive
DR. Ramesh c. Pandey Officer), and Director
/s/ Leonard A. Mudry Vice President - Finance and Operations July 12,1996
------------------------ -
Leonard A. Mudry (Principal Financial and Accounting
Officer)
/s/ Dr. Brian Arenare Director July 12, 1996
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Dr. Brian Arenare
/s/ Lester A. Mitscher Director July 12, 1996
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Lester A. Mitscher
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CONSENT OF MORTENSON & ASSOCIATES, P.C.
We consent to the reference to our firm under the caption AExperts@ and to
the incorporation by reference of our report dated April 1, 1996 with respect to
the financial statements of Xechem International, Inc. in the Registration
Statement (Form S-8).
Cranford, New Jersey MOORE STEPHENS, P.C.
July 12, 1996 Certified Public Accountants
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EXHIBIT 5
DUANE, MORRIS & HECKSCHER
Attorneys At Law
Suite 2125
122 East 42nd Street
New York, New York 10168
(212) 499-0410
July 12, 1996
Xechem International, Inc.
100 Jersey Avenue
Building B, Suite 310
New Brunswick, NJ 08901
Dear Sirs:
We are acting as counsel to Xechem International, Inc., a Delaware
corporation (the ACompany@), in connection with the Registration Statement on
Form S-8 (the ARegistration Statement@) filed by the Company under the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(the AAct@), relating to the registration of 600,000 shares (the AShares@) of
Common Stock, par value $0.00001 per share, of the Company. The Shares are to be
issued by the Company upon exercise of options (the AOptions@) which have been
or may hereafter be granted to certain employees of the Company pursuant to the
Company=s Amended and Restated Stock Option Plan (the APlan@).
As such counsel, we have participated in the preparation of the
Registration Statement, and have reviewed the corporate proceedings in
connection with the adoption of the Plan. We also have examined and relied upon
originals or copies, certified or otherwise authenticated to our satisfaction,
of all such corporate records, documents, agreements, and instruments relating
to the Company, and certificates of public officials and of representatives of
the Company, have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper and necessary as a basis for the rendering of this
opinion.
Based upon, and subject to, the foregoing, we are of the opinion that (i)
the Shares issuable upon exercise of currently outstanding Options are duly
authorized, (ii) the Shares issuable upon exercise of Options hereafter granted
shall be duly authorized when the Board of Directors of the Company, or a
committee thereof then authorized to administer the Plan, shall have authorized
the grant of such Options and the issuance of Shares upon exercise thereof, and
(iii) upon exercise of the Options in accordance with the terms of the Plan and
such Options against payment of the exercise price thereunder, and assuming due
authorization in the case of Options hereafter granted, compliance with
applicable securities laws, and no change in the applicable law or pertinent
facts, the Shares issued on such exercise will be validly issued, fully paid,
and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
DUANE, MORRIS & HECKSCHER
Dated: July 12, 1996
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