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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. )*
Xechem International, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
983895-10-3
(CUSIP Number)
Ramesh C. Pandey, Xechem International, Inc., 100 Jersey Avenue, Building B,
Suite 310 New Brunswick, New Jersey 08901 (908) 247-3300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
Michael H. Margulis, Esq., Duane, Morris & Heckscher, 122 East 42nd Street
New York, New York 10168, (212) 692-1030
February 7, 1997
(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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
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. 983895-10-3 Page 3 of 6 Pages
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Ramesh C. Pandey
2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds*
00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
6) Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With
7) Sole Voting Power
23,821,945 (But see Items 4 and 5 below)
8)
Shared Voting Power
0 (But see Items 4 and 5 below)
-------------------------------------
9) Sole Dispositive Power
23,821,945 (But see Items 4 and 5 below)
10) Shared Dispositive Power
0 (But see Items 4 and 5 below)
11) Aggregate Amount Beneficially Owned By Each Reporting Person
23,821,945
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
13) Percent of Class Represented by Amount in Row (11)
31.1%
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.
<PAGE>
Item 1 Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $0.00001 per share (the "Common Stock"), of Xechem
International, Inc., a Delaware corporation (the "Company"), which has its
principal executive offices at 100 Jersey Avenue, Building B, Suite 310, New
Brunswick, New Jersey 08901.
Item 2. Identity and Background
This statement is filed by Dr. Ramesh C. Pandey. Dr. Pandey is the
Chairman of the Board and President of the Company. He is a citizen of the
United States and his business address is 100 Jersey
Avenue, Building B, Suite 310, New Brunswick, New Jersey 08901.
During the last five years, Dr. Pandey has not (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration
-------------------------------------------------
On February 7,1997, Dr. Pandey acquired 13,180 shares of the Class C
Series 3 Convertible Voting Preferred Stock (the "Series 3 Stock") of the
Company in exchange for 1,070 shares of the Class B 8% Preferred Stock of the
Company and indebtedness in the principal amount of $1,107,451 of the Company
held by Dr. Pandey. Effective February 8, 1997, pursuant to the terms of the
Series 3 Stock, the shares of Series 3 Stock held by Dr. Pandey were
automatically converted in 21,088,000 shares of
Common Stock.
Item 4. Purpose of Transaction
On November 18, 1996, the Company, David Blech, and Dr. Pandey entered
into a Stock Purchase Agreement (the "Blech Purchase Agreement"). Pursuant to
the Purchase Agreement, designees of Mr. Blech (collectively with Mr. Blech,
"Blech") have acquired certain shares of the Class C Series 2 Convertible Voting
Preferred Stock (the "Series 2 Stock") of the Company, which have subsequently
been converted into Common Stock. Pursuant to the Blech Purchase Agreement, Dr.
Pandey acquired 13,180 shares of Series 3 Stock simultaneously with the purchase
by such designees of 7,500 shares of Series 2
Stock on February 7, 1997.
Pursuant to the Blech Purchase Agreement, the Company, Dr. Pandey, and
Blech have also entered into a stockholders agreement, which, among other
things: (i) generally prohibits the sale of any of Dr. Pandey's shares of
capital stock of the Company for a period of 5 years, except with the consent of
Blech; (ii) provides Blech the right to sell a pro rata portion (relative to the
holdings of Dr. Pandey) of any proposed sale of shares by Dr. Pandey, and a
reciprocal right in favor of Dr. Pandey to sell his pro rata portion of any
shares sold by Blech; (iii) requires Blech to vote for Dr. Pandey as a director
of the Company, and to use their efforts to cause Dr. Pandey to remain the
Chairman, President, and CEO of the Company; (iv) requires the Company and its
directors (subject to their fiduciary duties to the Company
Page 4 of 6 Pages
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and its stockholders) to take such actions closing as Blech may request to elect
his nominees to constitute a majority of the directors of the Company; and (v)
provides for certain demand and piggyback
registration rights in favor of Blech.
Other than as described above, Dr. Pandey has no present plans or
proposals which relate to or would result in: (i) the acquisition by any person
of additional securities of the Company, or the disposition of securities of the
Company; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (iv) any change in the present Board of Directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the Board; (v) any
material change in the present capitalization or dividend policy of the Company;
(vi) any other material change in the Company's business or corporate structure;
(vii) changes in the Company's charter, by-laws or instruments corres ponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (viii) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or (x)
any action similar to any of those enumerated above. However, Dr. Pandey, as
Chairman of the Board and President of the Company, from time to time considers
such transactions on behalf of the Company in the ordinary course of business.
Item 4 disclosure provisions regarding any plans or proposals to make any
changes in a company's investment policy for which a vote is required by Section
13 of the Investment Company Act
of 1940 are inapplicable.
Item 5. Interest in Securities of the Issuer
Dr. Pandey beneficially owns 23,821,945 shares of Common Stock, all of
which are owned directly by Dr. Pandey, representing 31.1% of the outstanding
shares of Common Stock (based on an aggregate of 74,200,094 shares of Common
Stock outstanding as of February 28, 1997). The shares beneficially owned do not
include 707,000 shares of Common Stock issuable on exercise of options held by
Dr. Pandey (the "Pandey Options"), which are not exercisable within 60 days of
the date of this
Schedule 13D.
Except as set forth above, Dr. Pandey has not purchased or sold any shares
of Common Stock or securities exercisable for or convertible into Common Stock
during the past 60 days.
Except as described above, (a) Dr. Pandey has the sole power to vote and
dispose of the shares of Common Stock owned of record by him, (b) Dr. Pandey
does not share with any other person the power to direct the voting or
disposition of the shares of Common Stock beneficially owned by him, and (c) no
person other than Dr. Pandey has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any shares of
Common Stock owned beneficially by Dr. Pandey.
Page 5 of 6 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Blech Purchase Agreement, the Stockholders Agreement, and the Pandey
Options are described in Items 4 and 5 above. Dr. Pandey, as Chairman of the
Board and President of the Company, from time to time is designated to vote
proxies solicited by the Board of Directors of the Company.
Dr. Pandey holds all of the 2,500 outstanding shares of the Class A Voting
Preferred Stock of the Company (the "Class A Stock"). The holders of the Class A
Stock generally are entitled to cast 1,000 votes per share on all matters
presented to stockholders, voting together as a single class with the holders of
the Common Stock. Including the voting rights of such shares of Class A Stock,
Dr. Pandey is entitled to cast 33.3% of the votes entitled to be cast generally
by the holders of the Common Stock and Class A stock as a group.
Except for the above, Dr. Pandey is not a party to any contracts,
arrangements, understandings, or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including but not limited
to any agreements concerning (i) transfer or voting of any securities of the
Company, (ii) finder's fees, (iii) joint ventures, (iv) loan or option
arrangements, (v) puts or calls, (vi) guarantees of profits, (vii) division of
profits or losses, or (viii) the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1: Blech Stock Purchase Agreement, including Certificate of
Designation and Stockholders Agreement (incorporated by
reference to Exhibits 2 and 4 to the Schedule 13D filed by
David Blech and The Edward Blech Trust)
Page 6 of 6 Pages
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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.
/s/ Ramesh C. Pandey
Ramesh C. Pandey
Dated: March 13, 1997
Page 7 of 6 Pages
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