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)
Paul F. Plattner, Carle Clinic, 2300 North Vermilion Street, Danville, Illinois
61832
(217) 431-7830
(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
December 8, 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 2 of Pages
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Paul F. Plattner
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
0 (But see Items 4 and 5 below)
- -------------------------------------
8) Shared Voting Power
1,000,000 (But see Items 4 and 5 below)
9) Sole Dispositive Power
1,000,000 (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
1,000,000 (But see Items 4 and 5 below)
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
13) Percent of Class Represented by Amount in Row (11)
Less than 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. Paul F. Plattner. Dr. Plattner is a
physician and a citizen of the United States, and his business address is
Carle Clinic, 2300 North Vermilion Street, Danville, Illinois
61832.
During the last five years, Dr. Plattner 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 December 8, 1997, Dr. Plattner acquired 1,000,000 shares of Common
Stock for $.05 per share. The source of funds for such purchase was
personal funds.
Item 4. Purpose of Transaction
On November 18, 1996, the Company, David Blech, and Dr. Ramesh Pandey
entered into a Stock Purchase Agreement (the "Blech Purchase Agreement"). On
December 8, 1997, pursuant to an assignment of rights from Mr. Blech, Dr.
Plattner acquired 1,000,000 of the shares of Common Stock subject to the Blech
Purchase Agreement. Dr. Plattner has discussed with the Company and Mr. Blech
possible additional purchases by him, but no agreement with respect to such
additional purchases has been reached.
In accordance with the Blech Purchase Agreement, Dr. Plattner also agreed
to be party to a Stockholders Agreement (the "Stockholders Agreement"), the
terms of which have previously been described in a Schedule 13D filed by Dr.
Pandey, which description is incorporated herein by reference.
As a result of the Stockholders Agreement, Dr. Plattner may be deemed a
member of a "group" for purposes of Section 13(d) under the Securities Exchange
Act of 1934, as amended, and thereby required to make disclosure on this
Schedule 13D. The filing of this Schedule 13D shall not be deemed an admission
by Dr. Plattner that he is a member of such a group or is required to make this
filing.
Other than as described above, Dr. Plattner 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
Page 3 of 6 Pages
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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. 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. Plattner beneficially owns 1,000,000 shares of Common Stock, all of
which are owned directly by Dr. Plattner, representing less than 1% of the
outstanding shares of Common Stock (based on an aggregate of 118,828,439 shares
of Common Stock outstanding as of November 10, 1997, as reported in the
Company's Quarterly Report on Form 10-Q for the period ended September 30,
1997).
Except as set forth above, Dr. Plattner 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 or in Item 4, (a) Dr. Plattner has the sole
power to vote and dispose of the shares of Common Stock owned of record by her,
(b) Dr. Plattner does not share with any other person the power to direct the
voting or disposition of the shares of Common Stock beneficially owned by her,
and (c) no person other than Dr. Plattner 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. Plattner.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Blech Purchase Agreement and the Stockholders Agreement are described
in Items 4 and 5 above.
Except for the above, Dr. Plattner 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.
Page 4 of 6 Pages
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Item 7. Material to be Filed as Exhibits
Exhibit 1: Blech Stock Purchase Agreement, including Stockholders
Agreement (incorporated by reference to Exhibits 2 and 4 to
the Schedule 13D filed by
David Blech and The Edward Blech Trust)
Page 5 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/ Paul F. Plattner
Paul F. Plattner
Dated: December 19, 1997
Page 6 of 6 Pages
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