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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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(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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| 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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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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| 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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