0001209191-11-015673.txt : 20110304 0001209191-11-015673.hdr.sgml : 20110304 20110304172711 ACCESSION NUMBER: 0001209191-11-015673 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100701 FILED AS OF DATE: 20110304 DATE AS OF CHANGE: 20110304 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Laxai Pharma Ltd CENTRAL INDEX KEY: 0000835688 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8905 REGENTS PARK DR, SUITE 210 CITY: TAMPA STATE: FL ZIP: 33647 BUSINESS PHONE: 813-428-3500 MAIL ADDRESS: STREET 1: 8905 REGENTS PARK DR, SUITE 210 CITY: TAMPA STATE: FL ZIP: 33647 FORMER COMPANY: FORMER CONFORMED NAME: NEXGEN BIOFUELS LTD DATE OF NAME CHANGE: 20080227 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHCARE TECHNOLOGIES LTD DATE OF NAME CHANGE: 19950530 FORMER COMPANY: FORMER CONFORMED NAME: ISTEC HEALTHCARE TECHNOLOGIES LTD DATE OF NAME CHANGE: 19890113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17788 FILM NUMBER: 11665810 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10152 FORMER NAME: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOLEDANO UDI CENTRAL INDEX KEY: 0001025683 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17788 FILM NUMBER: 11665809 MAIL ADDRESS: STREET 1: ANDROMEDA ENTERPRISE INC STREET 2: 545 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YZT Management LLC CENTRAL INDEX KEY: 0001486761 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17788 FILM NUMBER: 11665812 BUSINESS ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 BUSINESS PHONE: (973) 736-0680 MAIL ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UTA Capital LLC CENTRAL INDEX KEY: 0001486763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17788 FILM NUMBER: 11665808 BUSINESS ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 BUSINESS PHONE: (973) 736-0680 MAIL ADDRESS: STREET 1: 100 EXECUTIVE DRIVE STREET 2: SUITE 330 CITY: WEST ORANGE STATE: NJ ZIP: 07052 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALLEGHANY CAPITAL Corp CENTRAL INDEX KEY: 0001501665 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17788 FILM NUMBER: 11665811 BUSINESS ADDRESS: STREET 1: 7 TIMES SQUARE TOWER CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE TOWER CITY: NEW YORK STATE: NY ZIP: 10036 3 1 c13711_3x0.xml MAIN DOCUMENT DESCRIPTION X0203 3 2010-07-01 0 0000835688 Laxai Pharma Ltd LAXAF 0001486763 UTA Capital LLC 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE NJ 07052 0 0 1 0 0001486761 YZT Management LLC 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE NJ 07052 0 0 1 1 See Footnote 3 0001501665 ALLEGHANY CAPITAL Corp 7 TIMES SQUARE TOWER NEW YORK NY 10036 0 0 1 0 0000775368 ALLEGHANY CORP /DE 7 TIMES SQUARE TOWER NEW YORK NY 10036 0 0 1 0 0001025683 TOLEDANO UDI 100 EXECUTIVE DRIVE SUITE 330 WEST ORANGE NJ 07052 0 0 1 1 See Footnote 3 Warrants to Purchase Ordinary Shares (Right to Buy) 0.05 Ordinary Shares 7820000 I By UTA Capital LLC UTA Capital LLC has been issued two 5 year warrants, in each case exercisable at any time through and including the date that is the earlier of (i) five years from the date the applicable warrant is first exercisable and (ii) the cancellation date of the applicable warrant according to its terms. The first warrant, which was issued under a Note and Warrant Purchase Agreement dated March 2, 2010 and was first exercisable on March 2, 2010 at any time through and including the date that is the earlier of (a) March 2, 2015 and (b) the cancellation date of such warrant according to its terms, entitles UTA Capital LLC to the right to purchase up to not more nor less than 9.9% of the issuer's issued and issuable ordinary shares, initially estimated to be 5,800,000 shares, at an initial exercise price of $0.05 per share. The second warrant, which was issued under a Loan Extension and Modification Agreement dated as of July 1, 2010, was first exercisable on July 1, 2010 at any time through and including the date that is the earlier of (a) July 1, 2015 and (b) the cancellation date of such warrant according to its terms. The second warrant was initially exercisable for 4000,000 ordinary shares of the issuer at an initial exercise price of $0.05 per share, increasing at two-week intervals by 125 shares for each $1,000 of the loan principal amount then remaining unpaid to UTA. As a result of the passage of time and the continued non-repayment of UTA's $1.44 million loan to the issuer, the second warrant was exercisable for up to 1,480,000 ordinary shares as October 16, 2010, for up to 1,660,000 ordinary shares on November 1, 2010, for up to 1,840,000 ordinary shares on or after November 16, 2010, and for up to 2,020,000 ordinary shares on or after December 1, 2010. This Form 3 is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. The reporting persons disclaim beneficial ownership of these securities except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. /s/ Udi Toledano as Managing Member of YZT Management LLC, as Managing Member of UTA Capital LLC 2011-03-04 /s/ Udi Toledano as Managing Member of YZT Management LLC 2011-03-04 /s/ Roger B. Gorham as Chairman and President of Alleghany Capital Corporation 2011-03-04 s/ Roger B. Gorham as Senior Vice President - Finance and Investments and Chief Financial Officer of Alleghany Corporation 2011-03-04 /s/ Udi Toledano 2011-03-04