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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
InKine Pharmaceutical Company, Inc.
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(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
457214 10 4
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(CUSIP Number)
Charles C. Zall, Esq.
Saul, Ewing, Remick & Saul LLP
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, PA 19102-2186
(215) 972-7701
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 6, 1997
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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.
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*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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CUSIP No. 457214 10 4 Page 2 of 6
1. Name of reporting person:
Leonard S. Jacob
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2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [ ]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds*
OO
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States
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Number of Shares Beneficially 7. Sole Voting Power
Owned By Each Reporting Person With 2,418,885
8. Shared Voting Power
0
9. Sole Dispositive Power
2,418,885
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,418,885
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
9.9%
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14. Type of Reporting Person*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 457214 10 4 Page 3 of 6
Item 1. Security and Issuer
(a) Title of Class of Securities
Common stock, $.0001 par value per share (the "Common
Stock")
(b) Name and Address of Principal Executive Offices of Issuer
InKine Pharmaceutical Company, Inc.
425 Park Avenue
New York, NY 10022
Item 2. Identity and Background
(a) Name of Person Filing
Leonard S. Jacob
(b) Residence or Business Address
The principal business address for the reporting
person is:
InKine Pharmaceutical Company, Inc.
425 Park Avenue
New York, NY 10022
(c) Present Principal Occupation/Employment and Name, Principal
Business and Address of Organization in Which Such Employment
is Conducted
Principal Occupation: Chairman of the Board and Chief
Executive Officer
Name of Employer: InKine Pharmaceutical Company, Inc.
Principal Business of Employer: Developing Pharmaceutical
Compounds
Address of Employer: 425 Park Avenue
New York, NY 10022
(d) Criminal Convictions in the Previous Five Years
None
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CUSIP No. 457214 10 4 Page 4 of 6
(e) Violation of Federal or State Securities Laws
None
(f) Citizenship
United States
Item 3. Source and Amount of Funds or Other Consideration
All of the reporting person's beneficial ownership consists of shares
underlying exercisable options. The reporting person acquired the options as
follows:
InKine Pharmaceutical Company, Inc. (formerly known as Panax
Pharmaceutical Company Ltd. and hereinafter referred to as the "Company")
granted the reporting person an option to purchase 15,000 shares of Common Stock
on May 15, 1996. This option became fully exercisable on May 15, 1997 at an
exercise price of $1.25 per share.
The reporting person acquired options covering an aggregate of
2,403,885 shares of Common Stock as of November 6, 1997 as consideration for the
sale of all of the outstanding capital stock of Sangen Pharmaceutical Company
(of which he was the sole stockholder) to the Company and his employment by the
Company as Chairman of the Board and Chief Executive Officer. The option
covering 1,200,000 shares is exercisable at $.61 per share and the option
covering the remainder of the shares is exercisable at $1.00 per share. The
option is exercisable until November 6, 2007; provided, however, that the
portion of the option covering in excess of 300,000 shares is subject to
repurchase by the Company. This repurchase right of the Company will expire
ratably with respect to the relevant portion of the option (i.e., covering in
excess of 300,000 shares) in equal increments over a period of 36 months
commencing on November 6, 1997. This repurchase right is at a nominal price with
respect to any unexercised portion of the option and at the exercise price with
respect to any exercised portion of the plan.
Item 4. Purpose of Transaction
The securities acquired in the transaction triggering the filing of
this report were acquired for investment purposes. The reporting person may
acquire additional shares of Common Stock, or may dispose of shares of Common
Stock, based upon his periodic investment decisions. Further, the reporting
person's beneficial ownership of Common Stock may increase through the receipt
of additional stock options pursuant to the Company's stock option plan. At this
time, the reporting person does not contemplate seeking to effect any other
action that would be required to be disclosed pursuant to this Item 4.
Item 5. Interest in Securities of the Issuer
(a) Amount and Percent Beneficially Owned
The reporting person owns beneficially 2,418,885 shares of Common Stock
(all by virtue of holding exercisable stock options), which represent
approximately 9.9% of all the outstanding Common Stock.
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CUSIP No. 457214 10 4 Page 5 of 6
(b) Power to Vote and Dispose of Shares
The reporting person has sole voting and dispositive power with respect
all shares beneficially owned by him.
(c) Transactions in the Class of Securities
Except as described in Item 3 above, the reporting person did not
engage in any transactions in Common Stock during the past 60 days.
(d) Right of Any Other Person(s) to Receive or Power to Direct the
Receipt of Dividends from, or Proceeds from the Sale of, the
Securities
Not applicable.
(e) Date on Which Ceased to be Beneficial Owner of More than 5% of
Securities
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The reporting person is not party to any contacts, arrangements,
understandings or relationships with respect to securities of the Company,
except agreements with the Company respecting options granted to him by the
Company.
Item 7. Material to Be Filed as Exhibits
None.
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CUSIP No. 457214 10 4 Page 6 of 6
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.
/s/ Leonard S. Jacob
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Leonard S. Jacob
Dated: November 14, 1997
