0001477932-14-003539.txt : 20140708 0001477932-14-003539.hdr.sgml : 20140708 20140707173123 ACCESSION NUMBER: 0001477932-14-003539 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140708 DATE AS OF CHANGE: 20140707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FCCC INC CENTRAL INDEX KEY: 0000730669 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 060759497 STATE OF INCORPORATION: CT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61421 FILM NUMBER: 14963702 BUSINESS ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 5TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038557700 MAIL ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 5TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 FORMER COMPANY: FORMER CONFORMED NAME: FIRST CONNECTICUT CAPITAL CORP/NEW/ DATE OF NAME CHANGE: 19920929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LFM Investments, Inc. CENTRAL INDEX KEY: 0001539860 IRS NUMBER: 352091426 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3924 KITTY HAWK COURT CITY: CARMEL STATE: IN ZIP: 46033 BUSINESS PHONE: (317) 506-1937 MAIL ADDRESS: STREET 1: 3924 KITTY HAWK COURT CITY: CARMEL STATE: IN ZIP: 46033 SC 13D 1 fccc_13d.htm SC 13D fccc_13d.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 
FCCC, Inc.
(Name of Issuer)

Common Stock, No Par Value
 (Title of Class of Securities)
 
30246C104
 (CUSIP Number)

Fred J. Merritt, President
LFM Investments, Inc.
1650 W. 106th Street
Indianapolis, Indiana 46032
(317) 506-1937
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 27, 2014
 (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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 (“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).
 


 
 

 
 
CUSIP No. 30246C104
13D
Page 2 of 5 Pages
 
1.
Names of Reporting Persons.
 
LFM Investments, Inc.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) ¨
(b) x
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
¨
6.
Citizenship or Place of Organization
 
Indiana
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
7.
Sole Voting Power
 
500,000
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
500,000
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
500,000
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
¨
13.
Percent of Class Represented by Amount in Row (11)
 
14.5%(1)
14.
Type of reporting person (See Instructions)
 
CO
______________
(1)
Based upon (i) 1,561,022 shares of Common Stock outstanding of the Company on June 25, 2014, as reported by the Company in its Form 10-K, as filed with the Securities and Exchange Commission on June 27, 2014, and (ii) a total of 1,900,000 shares of Common Stock issuable pursuant to the Purchase Agreement (as defined herein).
 
 
 

 
 
CUSIP No. 30246C104
13D
Page 3 of 5 Pages
 
Item 1. Security and Issuer
 
This Statement on Schedule 13D relates to the common stock (the “Common Stock”), no par value, of FCCC, Inc., a Connecticut corporation (the “Company”). The principal executive offices of the Company are at 200 Connecticut Avenue, 5th Floor, Norwalk, Connecticut 06854.
 
Item 2. Identity and Background
 
The reporting person filing this Statement is LFM Investments, Inc., an Indiana corporation, whose principal business address is 1650 W. 106th Street, Indianapolis, Indiana 46032.
 
During the last five years, the reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has it been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it 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.
 
Item 3. Source and Amount of Funds or Other Contribution
 
On June 27, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) in which the Company has agreed to sell to the reporting person, Frederick L. Farrar, Chafre, LLC, Charles E. Lanham and Daniel R. Loftus (collectively, the “Purchasers”) an aggregate of 1,900,000 shares of Common Stock for aggregate cash consideration equal to $380,000.00. The reporting person has agreed to purchase 500,000 shares of Common Stock of the Company under the Purchase Agreement.
 
Item 4. Purpose of Transaction
 
The reporting person holds its shares of the Common Stock of the Company for investment purposes. The reporting person may, from time to time, depending on market conditions and other considerations, purchase additional shares or dispose of some or all of the shares it currently holds.
 
Pursuant to the Purchase Agreement, the Company has irrevocably appointed and elected each of Frederick L. Farrar, Daniel R. Loftus and Fred J. Merritt to serve as directors of the Company effective as of a closing under the Purchase Agreement.
 
Except as set forth above, the reporting person has no plans or proposals which relate to or would result in any of the actions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D under the Securities Exchange Act of 1934, as amended.
 
Item 5. Interest in Securities of the Issuer
 
The Company is believed to have 3,461,022 shares of Common Stock outstanding, based upon (i) 1,561,022 shares of Common Stock outstanding of the Company on June 25, 2014, as reported by the Company in its Form 10-K, as filed with the Securities and Exchange Commission on June 27, 2014, and (ii) 1,900,000 shares of Common Stock issuable pursuant to the Purchase Agreement. Upon a closing under the Purchase Agreement the reporting person will beneficially own 500,000 shares or approximately 14.5% of the outstanding Common Stock of the Company and will have sole power to vote or to direct the vote and sole power to dispose of or to direct the disposition of such shares. The reporting person does not own or have the right to acquire, directly or indirectly, any additional shares of Common Stock of the Company.
 
Except for the transactions described in Item 3 above, during the past sixty days there have been no transactions in shares of Common Stock of the Company by the reporting person.
 
 
 

 
 
CUSIP No. 30246C104
13D
Page 4 of 5 Pages
 
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
Except as set forth in Item 4 of this Schedule 13D, to the best knowledge of the reporting person, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the reporting person and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
 
Item 7. Material to Be Filed as Exhibits
 
Exhibit 1
Securities Purchase Agreement, dated June 27, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K for the fiscal year ended March 31, 2014 (file no. 001-08589)).
 
Exhibit 2
Power of Attorney (filed herewith).
 
 
 

 
 
CUSIP No. 30246C104
13D
Page 5 of 5 Pages

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.
 
  July 7, 2014  
  Date  
     
  LFM INVESTMENTS, INC.  
     
 
*
 
  Signature  
     
 
Fred J. Merritt, President
 
 
Name and Title
 

*
By signing his name hereto the undersigned does hereby sign this document on behalf of the above-named reporting person pursuant to a power of attorney duly executed thereby.
 
 
By:
/s/ Joshua L. Colburn  
    Joshua L. Colburn   
    Attorney-in-Fact  
 
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
 

EX-2 2 fccc_ex2.htm POWER OF ATTORNEY fccc_ex2.htm
EXHIBIT 2
 
POWER OF ATTORNEY
 
LFM Investments, Inc. (“Filer”) hereby authorizes and designates each of Frederick L. Farrar, Daniel R. Loftus, Jonathan R. Zimmerman, Joshua L. Colburn and Ryan R. Woessner signing singly, as its true and lawful attorney-in-fact to:
 
(1)           prepare and execute for and on behalf of Filer, a Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder and other forms or reports on behalf of Filer as may be required to be filed in connection with Filer’s ownership, acquisition, or disposition of securities of FCCC, Inc. (the “Company”), including Form 144;
 
(2)           prepare and execute for and on behalf of Filer, any Schedule 13D or Schedule 13G to be filed by the Company in accordance with Section 13 of the Exchange Act and the rules and regulations promulgated thereunder;
 
(3)           do and perform any and all acts for and on behalf of Filer that may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5, Form 144, Schedule 13D, or Schedule 13G, and any amendments to any of the foregoing, and timely file any such form with the Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to the benefit of Filer, in Filer’s best interest, or legally required of Filer, it being understood that the statements executed by such attorney-in-fact on behalf of Filer pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
Filer hereby further grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as Filer might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Filer hereby acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at Filer’s request, are not assuming, nor is the Company assuming, any of Filer’s responsibilities to comply with Sections 13 and 16 of the Exchange Act or Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).
 
This Power of Attorney shall remain in full force and effect until Filer is no longer required to file the above-identified forms and schedules with respect to its holdings of and transactions in securities issued by the Company, unless earlier revoked by or on behalf Filer in a signed writing delivered to the foregoing attorneys-in-fact. Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to be at least one of the following: (i) an employee of the Company, (ii) a partner of Faegre Baker Daniels LLP or (iii) an employee of Faegre Baker Daniels LLP, then this Power of Attorney shall be automatically revoked solely as to such individual, immediately upon such cessation, without any further action on Filer’s part.
 
Filer hereby revokes all previous Powers of Attorney that have been granted by or on its behalf in connection with its reporting obligations, if any, under Section 13 and 16 of the Exchange Act and Rule 144 under the Securities Act with respect to its holdings of and transactions in securities issued by the Company.
 
IN WITNESS WHEREOF, Filer has caused this Power of Attorney to be duly executed as of this 25th day of June, 2014.
 
  LFM INVESTMENTS, INC.  
       
 
By:
/s/ Fred J. Merritt  
  Name: Fred J. Merritt  
  Its: President