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