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 Chafre, LLC, an Indiana limited liability company, whose principal business address is 3502 Woodview Trace, 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, LFM Investments, Inc., 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 an aggregate of 400,000 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 persons 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. Mr. Farrar is a co-owner of the reporting person and serves as its President.
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 issued pursuant to the Purchase Agreement. Upon a closing under the Purchase Agreement the reporting person will beneficially own an aggregate of 400,000 shares or approximately 11.6% of the outstanding Common Stock of the Company and will have sole and/or shared power to vote or to direct the vote and sole power to dispose of or to direct the disposition of such shares as reported. The reporting persons do 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.
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). |
