SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Amendment No. 2
Under the Securities Exchange Act of 1934
XECHEM INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
983 895 103
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(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|. (A
fee is not required only if the filing 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.)
Page 1 of 5 pages
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Page 2 of 5 pages
CUSIP No.: 983 895 103
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Dr. Ramesh Pandey
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2) Check the Appropriate Box if a Member of a Group
(a) Not Applicable
(b) [ X ]
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3) SEC Use Only
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4) Citizenship or Place of Organization United States
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Number of 5) Sole Voting Power 23,821,945 (1)(2)
Shares ------------------------------------------------------------
Beneficially 6) Shared Voting Power
Owned ------------------------------------------------------------
by Each 7) Sole Dispositive Power 23,821,945 (1)(2)
Reporting ------------------------------------------------------------
Person With 8) Shared Dispositive Power
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9) Aggregate Amount Beneficially Owned by Each Reporting 23,821,945 (1)(2)
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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11) Percent of Class Represented by Amount in Row (9) 31.1%
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12) Type of Reporting Person IN
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(1) Dr. Pandey also owns 100% of the Company's Class A Preferred Stock,
amounting to 2,500 shares, which entitles him to cast 1,000 votes per
share on each matter presented to Company stockholders, voting together as
a single class with Common Stockholders on matters other than those
relating to Class A Preferred Stock and except as may be required by the
Delaware General Corporation Law.
(2) Includes 2,733,945 shares of Common Stock owned directly and 21, 088,000
shares of Common Stock receivable upon conversion of 13,180 shares of
Class C Series 3 Preferred Stock.
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Item 1(a) Name of Issuer:
Xechem International, Inc.
Item 1(b) Name of Person Filing:
Dr. Ramesh Pandey
Item 2(b) Address of Principal Business Office or, if none, Residence:
100 Jersey Avenue, Building B, Suite 310, New Brunswick,
New Jersey 08901
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
983 895 103
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),check
whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ]}Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see ss.240.13d- 1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
(a) Amount Beneficially Owned:
23,821,945 shares of Common Stock(1)(2)
(b) Percent of Class:
31.1%
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Page 4 of 5 pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 23,821,945(1)(2) (ii)
shares power to vote or to direct the vote (iii) sole power to
dispose or to direct the dis23,821,945(1)(2) (iv) shared power to
dispose or to direct the disposition of
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being
Reported on By the Parent Holding Company
Not applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
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(1) Dr. Pandey also owns 100% of the Company's Class A Preferred Stock,
amounting to 2,500 shares, which entitles him to cast 1,000 votes per
share on each matter presented to Company stockholders, voting together as
a single class with Common Stockholders on matters other than those
relating to Class A Preferred Stock and except as may be required by the
Delaware General Corporation Law.
(2) Includes 2,733,945 shares of Common Stock owned directly and 21, 088,000
shares of Common Stock receivable upon conversion of 13,180 shares of
Class C Series 3 Preferred Stock.
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Page 5 of 5 pages
Item 10. Certification
Signature.
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.
Date: February 14, 1997
Signature:
/s/ Dr. Ramesh Pandey
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Dr. Ramesh Pandey
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