SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on February 16, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-102)
Information
to be included in statements filed pursuant to 13d-1(a)
and
amendments thereto filed pursuant to 13d-2(a)
Under
the Securities Exchange Act of 1934
EXEGENICS,
INC.
(Name
of
Issuer)
Common
Stock, $0.01 par value
(Title
of
Class of Securities)
30161010
(CUSIP
Number)
Thomas
E.
Willett, Esq.
Harris
Beach PLLC
99
Garnsey Road
Pittsford,
New York 14534
(585)
419-8646
(Name,
Address and Telephone Number of Person Authorized to Receive Notes and
Communications)
February
9, 2007
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
□.
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
eXegenics,
Inc. Fed. Id. 75-2402409
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
19,440,491
(1)
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,440,491
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
(2)
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14
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TYPE
OF REPORTING PERSON
CO
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| (1) |
eXegenics,
Inc. (“eXegenics”) has entered into individual Voting Agreements dated as
of February 9, 2007 with certain stockholders of eXegenics, each
of which
provides that the signatory stockholders will, for a period of three
years, vote in person or by proxy all shares of eXegenics common
stock
held by such signatory in favor of the election of John A. Paganelli
and
Robert Baron as directors of
eXegenics.
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| (2) |
Based
on 37,433,609 shares of common stock outstanding as of the close
of
business on February 9, 2007.
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2
Item
1. Title
and Class of Securities.
This
Schedule relates to the Common Stock, par value $.01 per share of eXegenics,
Inc. (the "Issuer"). The address of the Issuer’s principal executive offices is:
1250 Pittsford-Victor Road, Pittsford, NewYork 14534.
Item
2.
Identity and Background
(a)-(c)This
Schedule 13D is being filed by eXegenics, Inc., a Delaware corporation
(“eXegenics”). The address of the principal executive offices of eXegenics is
set forth above. As a result of entering into the Voting Agreements described
in
Items 3 and 4 below, eXegenics may be deemed to have formed an individual
“group” with each of the Investors (as defined in Item 3 below) for purposes of
Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. eXegenics expressly
declares that the filing of this Schedule 13D shall not be construed as an
admission by it that it has formed any such groups.
To
the
best of eXegenics’ knowledge as of the date hereof, the name, state of
organization, principal business and business address of each entity executing
a
Voting Agreement is set out in Schedule 1 hereto. To the best of eXegenics’
knowledge as of the date hereof, the name, business address, and present
principal occupation or employment of each person executing a Voting Agreement
is set out in Schedule I hereto. The information contained in Schedule I is
incorporated herein by reference in response to this Item 2.
(d)
- (e)
During the last five years, neither eXegenics nor, to the best knowledge of
eXegenics, any of the parties to the Voting Agreements has been convicted in
a
criminal proceeding (excluding traffic violations or similar misdemeanors),
or
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.
(f)
eXegenics is a Delaware corporation and, to the best of eXegenics’ knowledge,
each natural person who is a party to a Voting Agreement is a United States
citizen. The state or domicile of organization of any entity which is a party
to
a Voting Agreement is set forth in Schedule 1 hereto.
Item
3.
Source and Amount of Funds or Other Consideration
The
information set forth or incorporated by reference in Item 4 is hereby
incorporated by reference in response to this Item 3.
Item
4. Purpose
of Transaction.
eXegenics
entered into a Stock Purchase Agreement dated as of August 14, 2006, as amended
as of November 30, 2006 (the “Purchase Agreement”) with certain investors named
therein (the “Investors”). Pursuant to the Purchase Agreement, on February 9,
2007, eXegenics issued to the Investors 19,440,491 shares of common stock
representing, on a fully diluted basis, fifty one percent (51%) of the issued
and outstanding shares of common stock for an initial consideration of
$8,613,000 (the “Issuance”). The purchase price is subject to adjustment to
reflect the stockholders’ equity of eXegenics at the closing date (the
“Issuance”). In connection with the Issuance, eXegenics entered into individual
Voting Agreements dated as of February 9, 2007 (the “Voting Agreements”) with
each of the Investors, whereby each of the Investors has agreed, for a period
of
three years after the closing, to vote all of his, her or its shares of common
stock of eXegenics in favor of the election of John A. Paganelli and Robert
Baron as directors of eXegenics.
3
References
to and descriptions of the Purchase Agreement and the Voting Agreement as set
forth above in this Item 4 are qualified in their entirety by reference to
the
copies of the Purchase Agreement, the Amendment to the Purchase Agreement and
the form of Voting Agreement included as Exhibits 1, 2 and 3, respectively,
to
this Schedule 13D, which are incorporated by reference in this Item 4 in their
entirety where such references and descriptions appear.
eXegenics
does not have any right to dispose (or direct the disposition of) any eXegenics
common stock pursuant to the Voting Agreements. Accordingly, eXegenics disclaims
beneficial ownership of all such shares.
Item
5. Interest
in Securities of Issuer.
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(a)
- (b)
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The
number of shares covered by the Voting Agreements in the aggregate
is
19,440,491, which constitutes approximately 51.9% of the issued and
outstanding shares of eXegenics common stock, based on the number
of
shares issued and outstanding on February 9, 2007. The number of
shares
owned by each entity or person that is a party to a Voting Agreement
is
set forth in Schedule 1, attached hereto. To the knowledge of eXegenics,
each person has, subject only to the Voting Agreements, the sole
power to
vote or direct the vote and sole power to dispose or direct the
disposition of the shares owned by him, her or it. By virtue of the
Voting
Agreements, eXegenics may be deemed to share with the respective
Stockholders the power to vote the shares subject to the respective
Voting
Agreements. eXegenics is not, however, entitled to any rights of
a
stockholder of eXegenics as to the shares covered by the Voting Agreements
and disclaims any beneficial ownership of the eXegenics common stock
which
are covered by the Voting Agreements. The information set out in
Items 2
and 3 with respect to the Investors and the information in Items
3 and 4
with respect to the Voting Agreements is incorporated herein by reference.
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(c)
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Other
than as set forth in item 5(a)-(b), to the best of eXegenics’ knowledge as
of the date hereof, there have been no transactions in the shares
of
eXegenics common stock effected during the past 60 days by eXegenics,
nor
to the best knowledge of eXegenics, by any affiliate or any of eXegenic’s
executive officers or directors.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item
6. Contracts,
Arrangements, Undertakings or Relationships with respect to Securities of the
Issuer.
The
information set forth, or incorporated by reference, in items 3 through 5 of
this Schedule 13D is incorporated herein by reference. Copies of the Purchase
Agreement and the form of Voting Agreement are included as Exhibits 1 and 3,
respectively, to this Schedule 13D. To the best of eXegenics’ knowledge, except
as described in this Schedule 13D, there are no present contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in
item 2 above and between any such persons and any person with respect to
securities of eXegenics.
Item
7. Material to be Filed as Exhibits.
| Exhibit | Description |
| 1. |
Stock
Purchase Agreement dated as of August 14, 2006, incorporated by reference
to the Report
on Form 8-K filed by eXegenics on August 15, 2006, wherein such document
is identified as Exhibit 10.1.
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| 2. |
Amendment
to Stock Purchase Agreement dated as of November 30, 2006, incorporated
by
reference to the Report on Form 8-K filed by eXegenics on December
4,
2006, wherein such document is identified as Exhibit
10.1
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| 3. |
Form
of Voting Agreement.
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4
Schedule
I
Set
forth
below is the name, business address and principal occupation or employment
of
each person who is a party to a Voting Agreement. Each person is a U.S.
Citizen.
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Name/No.of
Shares
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State
of Organization
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Business
Address
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PrincipalBusiness
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The
Frost Group, LLC
15,490,546
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Delaware
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4400
Biscayne Blvd. Miami, Florida 33137
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Investments
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New
Valley LLC
2,257,110
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Delaware
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100
S.E. Second St. Miami, Florida 33131
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Manufacture
and sale of Cigarettes; Real Estate
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RFJM
LLC
225,711
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New
York
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900
3rd
Avenue New
York, NY 10022
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Investments
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MZ
Trading LLC
112,856
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Nevis
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961
Hyacinth Drive Del
Ray Beach, FL 33483
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Investments
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Encore
Atlantic Fund, LLC
451,422
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Delaware
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194
Tempo Place Eastport,
NY 11941
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Investments
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Name/No.of
Shares
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Business
Address
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Principal
Occupation
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Joseph
and Diane DeLuca
282,139
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5
Stone Ridge Road Sussex, New Jersey 07461
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Physician;
Physician’s Asst.
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Marie
V. Wolf
394,995
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Box
150
New
Vernon, NJ 07976
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Private
Investor
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Robert
Sudack
112,856
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1025
Fifth Avenue, New York, NY 10028
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President,
Posterloid Corp.
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Ronnie
Rosenstock
112,856
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194
Tempo Place, Eastport, NY 11941
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Private
Investor
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5
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.
| Dated: February 14, 2007 | eXegenics, Inc. | |
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| By: | /s/ John A. Paganelli | |
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John A. Paganelli, Chairman and |
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Chief
Executive Officer (Interim)
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6