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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
XECHEM INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
983895-10-3
(CUSIP Number)
Michael G. Jesselson
1301 Avenue of the Americas
New York, New York 10019
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-I(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement. [x] (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.
(Continued on following pages)
(Page 1 of 8 Pages)
*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 13D PAGE 2 OF 8 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael G. Jesselson Trust
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
5,000,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
5,000,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP NO. 983895-10-3 13D Page 3 of 8 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin J. Jesselson Trust
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
5,000,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
5,000,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP NO. 983895-10-3 13D Page 4 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael G. Jesselson
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
U.S.A.
7. SOLE VOTING POWER
30,000
8. SHARED VOTING POWER
10,000,000
9. SOLE DISPOSITIVE POWER
30,000
10. SHARED DISPOSITIVE POWER
10,000,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,030,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
Does not include 20,000 shares of Common Stock owned by Mr.
Jesselson's spouse as to which he disclaims beneficial ownership
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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PAGE 5 OF 8 PAGES
Item 1. Security and Issuer
This statement relates to Common Stock, $.0001 par value per share (the
"Common Stock"), of Xechem International, Inc., a Delaware corporation (the
"Company"). The address of the principal executive office of the Company is 100
Jersey Avenue, Building B, New Brunswick, New Jersey 08901.
Item 2. Identity and Background
(a) This statement is filed on behalf of the Michael G. Jesselson Trust,
the Benjamin J. Jesselson Trust (together, the Trusts") and Mr. Michael G.
Jesselson (together with the Trusts, the "Reporting Persons"). He is a trustee
of both Trusts.
(b) The business address for all Reporting Persons is 1301 Avenue of the
Americas, New York, New York 10019.
(c) The Trusts, each organized under the laws of the State of New York,
are engaged in holding investments on behalf of their beneficiaries. Mr.
Jesselson is engaged in personal investments and financial advice.
(d) N/A
(e) N/A
Item 3. Source and Amount of Funds or other Consideration
Funds used by the Trusts were generated by internal working capital. Funds
used by Mr. Jesselson were generated by personal funds.
Item 4. Purpose of Transaction
Reporting Persons have no plans referred to in Items 4(a)-4(j) of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) On March 28, 1997, each Trust consummated the purchase of 5,000,000
shares of Common Stock of the Company at $.05 per share, for a total of $250,000
for each Trust. The right to purchase the Common Stock had been assigned to the
Trusts by Mr. David Blech who, on November 18, 1996 entered into a Stock
Purchase Agreement with the Company that provided for the purchase of an
aggregate of 110,000,000 shares. Based upon information supplied by counsel to
the Company, as of March 28, 1997, the Company had outstanding 86,507,839 shares
of Common Stock. As a result of this
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PAGE 6 OF 8 PAGES
transaction, each Trust owns 5,000,000 shares of Common Stock or 5.8% of the
total outstanding. Mr. Jesselson was already the owner of 30,000 shares of
Common Stock (representing less than 1% of the total outstanding). Together, the
Reporting Persons are the beneficial owners of 10,030,000 shares of Common
Stock, or 11.6%.
(b) There is no written arrangement respecting the voting or disposition
of the Common Stock.
(c) There have been no transactions in the Company's securities by the
Reporting Persons during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
1. Agreement to Jointly File Schedule 13D
2. Stock Purchase Agreement dated November 18, 1996 between the Company
and David Blech*
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* Incorporated by reference to the Schedule 13D filed by David Blech on or
about December 2, 1996, as subsequently amended.
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PAGE 7 OF 8 PAGES
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 7, 1997
/s/
- ---------------------------------
Michael G. Jesselson
MICHAEL G. JESSELSON TRUST BENJAMIN J. JESSELSON TRUST
By: /s/ By: /s/
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Erica Jesselson, Erica Jesselson, Trustee
Trustee Trustee
By: /s/ By: /s/
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Lucy Lang, Lucy Lang, Trustee
Trustee Trustee
By: /s/ By: /s/
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Claire Strauss, Claire Strauss,
Trustee Trustee
By: /s/ By: /s/
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Michael J. Jesselson, Michael J. Jesselson,
Trustee Trustee
By: /s/ By: /s/
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Benjamin G. Jesselson, Benjamin G. Jesselson,
Trustee Trustee
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Agreement
Joint Filing of Schedule 13D
The undersigned hereby agree to jointly prepare and file a Schedule 13D
and any future amendments thereto reporting each of the undersigned's ownership
of securities of Xechem International, Inc. and hereby affirm that such Schedule
13D is being filed on behalf of each of the undersigned. Each party will only be
responsible for the accuracy of the information respecting itself and will be
responsible for its own filing fees.
Dated: April 7, 1997
/s/
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Michael G. Jesselson
MICHAEL G. JESSELSON TRUST BENJAMIN J. JESSELSON TRUST
By: /s/ By: /s/
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Erica Jesselson, Erica Jesselson, Trustee
Trustee Trustee
By: /s/ By: /s/
---------------------------- ---------------------------------
Lucy Lang, Lucy Lang, Trustee
Trustee Trustee
By: /s/ By: /s/
---------------------------- ---------------------------------
Claire Strauss, Claire Strauss,
Trustee Trustee
By: /s/ By: /s/
---------------------------- ---------------------------------
Michael J. Jesselson, Michael J. Jesselson,
Trustee Trustee
By: /s/ By: /s/
---------------------------- ---------------------------------
Benjamin G. Jesselson, Benjamin G. Jesselson,
Trustee Trustee
