SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

FCCC, Inc.

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

30246C104

(CUSIP Number)

Bernard Zimmerman

18 High Meadow Rd.

Weston, CT 06883

(203) 226-5165

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

July 11, 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 Schedule13D, 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 Rule 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

1.	Names of Reporting Persons. Bernard Zimmerman & Company, Inc. I.R.S. Identification Nos. of above persons (entities only). 13-2736451
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 State of Connecticut
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 241,800
		8.	Shared Voting Power 241,800
		9.	Sole Dispositive Power 241,800
		10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 241,800
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 7.0%(1)
14.	Type of reporting person (See Instructions) CO

____________________

(1) Based upon 3,461,022 shares of Common Stock outstanding of the Company, comprised of (i) 1,561,022 shares of Common Stock outstanding of the Company as reported by the Company on 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 issued pursuant to the Purchase Agreement (as defined herein).

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This Amendment No. 4 to Schedule 13D (“Amendment “) amends and supplements, as set forth below, the information contained in Item 5 of the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on September 6, 2002 (the “Initial Schedule 13D”), as amended by Amendment No. 3 to Schedule 13D filed May 7, 2008, Amendment No. 2 to Schedule 13D filed May 25, 2004, and Amendment No. 1 to Schedule 13D filed July 14, 2003. All capitalized terms contained herein but not otherwise defined have the meanings set forth in the Initial Schedule 13D.

This Amendment reports a greater than 1% decrease in the percentage of outstanding shares of Common Stock beneficially owned by the Reporting Person as a result of the dilutive effect of the issuance of additional shares of Common Stock by the Company by the Issuer, as described in Item 5, below.

Item 4. Purpose of Transaction

The Reporting Person acquired the shares of Common Stock for investment purposes and the Reporting Person does not have any plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) – (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals regarding the Company or its investment in the Issuer.

Item 5. Interest in Securities of the Issuer

The Reporting Person beneficially owns 7.0% of the outstanding shares of Common Stock of the Company.

The Company has 3,461,022 shares of Common Stock outstanding comprised of (i) 1,561,022 shares of Common Stock outstanding of the Company as reported by the Company on its Form 10-K, as filed with the Securities and Exchange Commission on June 27, 2014 and (ii) an aggregate of 1,900,000 shares of Common Stock issued to Frederick L. Farrar, Chafre, LLC, LFM Investments, Inc., Charles E. Lanham and Daniel R. Loftus (the “Purchasers”) pursuant to a Securities Purchase Agreement, dated June 27, 2014 (the “Purchase Agreement”), between the Company and the Purchasers.

The issuance of shares of Common Stock pursuant to the Purchase Agreement resulted in a decrease in the percentage of outstanding shares of Common Stock beneficially owned by the Reporting Person of more than 1%.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to a Voting Agreement between the Reporting Person, Bernard Zimmerman, the principal of the Reporting Person, and Frederick L. Farrar, dated as of June 27, 2014, Frederick L. Farrar, a director of the Company upon the closing of the transactions under the Purchase Agreement, has limited ability to direct the voting of the 241,800 shares of Common Stock held by the Reporting Person.

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 Voting Agreement, dated June 27, 2014 (filed herewith).

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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.

	Bernard Zimmerman & Company, Inc.
Date: July 16, 2014	By:	/s/ Bernard Zimmerman
		Bernard Zimmerman
		President

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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EX-2

EXHIBIT 2

VOTING AGREEMENT

This Voting Agreement (this “Agreement”), dated as of June 27, 2014 (the “Effective Date”) by and among Bernard Zimmerman & Company (“BZ&C”), Bernard Zimmerman, a Connecticut resident (“Zimmerman” and, collectively with BZ&C, the “Stockholder”) and Frederick L. Farrar, an Indiana resident (“Farrar”).

WHEREAS, concurrently with the execution and delivery of this Agreement, FCCC, Inc., a Connecticut corporation f/k/a First Connecticut Capital Corporation (the “Company”) has entered into a Securities Purchase Agreement (as the same may be amended from time to time, the “Purchase Agreement”), providing for, among other things, the sale of 1,900,000 shares of Company common stock to the Purchasers named on the signature page thereto (collectively, the “Purchasers”);

WHEREAS, as a condition to its willingness to enter into the Purchase Agreement, the Purchasers have required that Stockholder execute and deliver this Agreement; and

WHEREAS, in order to induce the Purchasers to enter into the Purchase Agreement, Stockholder is willing to make certain representations, warranties, covenants and agreements with respect to the 241,800 shares of common stock of the Company beneficially owned by Stockholder (the “Original Shares” and, together with any additional shares of Company Common Stock pursuant to Section 6 hereof, the “Shares”).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

2. Representations of BZ&C; Zimmerman.

(a) BZ&C represents and warrants to Farrar that, as of the Effective Date, it owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) all of the Original Shares free and clear of all encumbrances, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which BZ&C is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. BZ&C does not beneficially own any shares of Company Common Stock other than the Original Shares.

(b) Zimmerman represents and warrants to Farrar that, as of the Effective Date, he does not beneficially own any shares of common stock of the Company other than the Original Shares, which he beneficially owns exclusively through BZ&C.

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3. Agreement to Vote Shares; Irrevocable Proxy.

(a) If, during the term of this Agreement, stockholders of the Company are requested (i) to vote in connection with a meeting of stockholders initiated or called by or on behalf of one or more stockholders and not by voluntary action of the Board of Directors (ii) to vote in connection with an item of business initially proposed by or on behalf of one or more stockholders and not pursuant to a voluntary action of the Board of Directors or (iii) to execute any written consent solicited by or on behalf of one or more stockholders of the Company, then Stockholder agrees to vote the Shares, and to cause any holder of record of Shares to vote or execute a written consent or consents each as instructed by Farrar. If no instructions are provided by Farrar, then Stockholder will cause the Shares to be counted as abstaining from all requested actions.

(b) Each of BZ&C and Zimmerman hereby appoint Farrar and any designee of Farrar, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Each of BZ&C and Zimmerman shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each of them shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by them with respect to the Shares. The power of attorney granted by BZ&C and Zimmerman herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of either of them. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

4. No Voting Trusts or Other Arrangement. Stockholder agrees that Stockholder will not, and will not permit any entity under Stockholder’s control to, deposit any of the Shares in a voting trust, grant any proxies with respect to the Shares or subject any of the Shares to any arrangement with respect to the voting of the Shares other than agreements entered into with Farrar.

5. Transfer and Encumbrance. Stockholder agrees that during the term of this Agreement, Stockholder will not (except as set forth below), directly or indirectly, transfer, sell, offer, exchange, assign, pledge or otherwise dispose of or encumber (“Transfer”) any of the Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the Shares or Stockholder’s voting or economic interest therein. Any attempted Transfer of Shares or any interest therein in violation of this Section 5 shall be null and void. Notwithstanding the foregoing, Stockholder may Transfer an aggregate of up to 50% of the Original Shares (a) to The Joyce & Bernie Zimmerman Foundation, a Delaware non-profit corporation, (b) to any member of Stockholder’s immediate family, (c) to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, (d) upon the death or dissolution of Stockholder or (e) pursuant to a bona fide gift by Stockholder to an unrelated third party (collectively, “Permitted Transfers”); provided, that a Permitted Transfer referred to in parts (a), (b), (c) and (d) of this sentence, shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Farrar, to be bound by all of the terms of this Agreement.

6. Additional Shares. Stockholder agrees that all shares of common stock of the Company that Stockholder purchases, acquires the right to vote or otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Shares for all purposes of this Agreement.

7. Termination. This Agreement shall terminate upon the date that is the eighteen-month anniversary of the date of the Closing Date. Notwithstanding the foregoing, if the Purchase Agreement is terminated before a Closing has occurred thereunder, then this Agreement will terminate immediately and be of no further force or effect.

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8. No Agreement as Director or Officer. Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder in stockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Stockholder from exercising Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.

9. Specific Performance. Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the other party’s seeking or obtaining such equitable relief.

10. Entire Agreement. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

11. Miscellaneous.

(a) This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Connecticut without giving effect to conflict of laws provisions.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(b).

(c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(d) Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by this Agreement.

(e) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom.

(f) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Purchase Agreement is executed and delivered by all parties thereto, and the parties agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein.

(g) Neither party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto, except that Farrar may assign, in its sole discretion, all or any of its rights, interests and obligations hereunder to any of his Affiliates. Any assignment contrary to the provisions of this Section 11(g) shall be null and void.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

BERNARD ZIMMERMAN & COMPANY, INC.
By:	/s/ Bernard Zimmerman
	Bernard Zimmerman
	President
By:	/s/ Bernard Zimmerman
	Bernard Zimmerman
By:	/s/ Frederick L. Farrar
	Frederick L. Farrar

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