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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Panax Pharmaceutical Co. Ltd.
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(Name of issuer)
Common Stock, par value $.0001 per share
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(Title of class of securities)
69830P105
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(CUSIP number)
Howard L. Shecter, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6384
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16, 1996
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(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 ("Exchange 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).
(Page 1 of 5 Pages)
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CUSIP No. 69830P105 13D Page 2 of ___ Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Emanuel Metz ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 296,000
SHARES
BENEFICIALLY ------- -------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
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9 SOLE DISPOSITIVE POWER
296,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 5 Pages)
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Item 1. Security and Issuer.
This statement is filed in respect of shares of common stock,
par value $0.0001 per share (the "Common Stock"), of Panax Pharmaceutical
Company, Ltd., a New York corporation ("Panax"), the principal executive
offices of which are located at 425 Park Avenue, New York, New York 10022.
Item 2. Identity and Background.
The person filing this statement is Emanuel Metz (the
"Reporting Person").
The Reporting Person's business address is Oppenheimer & Co.,
Inc., One World Financial Center, 200 Liberty Street, New York, New York 10281.
The Reporting Person is a Managing Director at Oppenheimer &
Co., Inc., an investment bank and brokerage firm, whose principal place of
business is One World Financial Center, 200 Liberty Street, New York, New York
10281.
During the past five years, the Reporting Person has not been
convicted in a criminal proceeding.
During the past five years, the Reporting Person has not been
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.
The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The securities were acquired with personal funds of the
Reporting Person.
Item 4. Purpose of Transaction.
The securities were acquired for investment purposes only.
(a) - (j) The Reporting Person has no plan or proposal which
relates to or would result in any of the events listed in Items 4(a) through
(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person is deemed to be the beneficial owner
of 296,000 shares of Common Stock, of which 142,000 shares are shares
underlying currently exercisable warrants. The Reporting Person's deemed
beneficial ownership represents approximately 8.2% of the Common Shares.
(b) The Reporting Person has sole voting power and sole
dispositive power for all the shares of Common Stock listed in 5(a) above.
(Page 3 of 5 Pages)
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(c) In the last sixty days, the Reporting Person has acquired
beneficial ownership of 24,000 shares of Common Stock, of which 12,000 shares
are shares underlying currently exercisable warrants.
(d) No person other than the Reporting Person has the right
to receive or the power to direct the receipt of dividends from or the proceeds
from the sale of the shares of Common Stock owned beneficially by the Reporting
Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits
None.
(Page 4 of 5 Pages)
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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: January 13, 1997
/s/ Emanuel Metz
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Emanuel Metz
(Page 5 of 5 Pages)
