UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Webtronics, Inc.
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
94844V104
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(CUSIP Number)
Yanina Wachtfogel
420 Lexington Avenue
New York, New York 10170
(212) 672-9190
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 15, 2002
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
Page 1 of 43 pages
Exhibit Index appears on page 4
SCHEDULE 13D
CUSIP No. 94844V104
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Callisto Pharmaceuticals, Inc.
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7) SOLE VOTING POWER
NUMBER OF 1,051,336
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 1,051,336
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
none
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,336
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.7%
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14) TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
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This Statement on Schedule 13D (the "Statement") relates to the common stock,
$.0001 par value (the "Common Stock"), of Webtronics, Inc., a Florida
corporation (the "Company"). The principal executive offices of the Company are
located at 420 Lexington Avenue, New York, New York 10170.
Item 2. Identity and Background.
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(a) - (c) This statement is being filed by Callisto
Pharmaceuticals, Inc.
Callisto Pharmaceuticals, Inc. is a Delaware biotechnology
corporation engaged in the business of developing products for the diagnosis
and treatment of diseases and their immunological complications. The address
of the principal business and principal offices of Callisto Pharmaceuticals,
Inc. is 420 Lexington Avenue, New York, New York 10170. The officers and
directors of Callisto Pharmaceuticals, Inc. and their principal occupations
and business addresses are set forth on Schedule I and incorporated by
reference in this Item 2.
(d) - (e) During the last five years, neither Callisto
Pharmaceuticals, Inc. nor any other person identified in response to this Item 2
was convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction nor as a result of such proceeding
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.
(f) Each natural person identified in Item 2 is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
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All purchases of Common Stock by Callisto Pharmaceuticals, Inc.
were funded by working capital. The amount of the funds expended by Callisto
Pharmaceuticals, Inc. for such purchases was $400,000.
Item 4. Purpose of Transaction.
----------------------
Callisto Pharmaceuticals, Inc. acquired beneficial ownership of
the shares of Common Stock to which this Statement relates for the purpose of
obtaining a significant equity interest in the Company, changing the board of
directors of the Company and possibly combining Callisto Pharmaceuticals,
Inc. with the Company.
Callisto Pharmaceuticals, Inc. may acquire additional shares of
the Company or sell or otherwise dispose of any or all of the shares of the
Company beneficially owned by it. Callisto Pharmaceuticals, Inc. may take
any other action with respect to the Company or any of its equity securities
in any manner permitted by law.
Except as set forth in this Item 4, none of the Reporting Entities
have any present plans or proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of the instructions to Item 4 of
Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, Callisto Pharmaceuticals, Inc. owns an
aggregate of 1,051,336 shares of Common Stock, representing approximately 99.7%
of the outstanding shares of Common Stock based upon the 1,054,500 shares of
Common Stock reported by the Company to be issued and outstanding as of December
31, 2001 in its Annual Report on Form 10-KSB for the year ended December 31,
2001.
(b) As of the date hereof, Callisto Pharmaceuticals, Inc. has
sole voting and dispositive power over the shares of Common Stock
beneficially owned by Callisto Pharmaceuticals, Inc.
(c) No person identified in Item 2 hereof has effected any
transaction in shares of such Common Stock during the 60 days preceding the date
hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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On March 15, 2002, Callisto Pharmaceuticals entered into
agreements with, Webtronics, Inc., Mr. Kevin Monahan and certain other
Shareholders of Webtronics, Inc. pursuant to which Callisto Pharmaceuticals,
Inc. purchased 99.7% of the issued and outstanding Common Stock of
Webtronics, Inc totaling 1,051,336 shares.
Item 7. Material to be Filed as Exhibits.
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Exhibit No. Description
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1. Stock Purchase Agreement, dated March 15, 2002.
2. Form Stock Sale Agreement, dated March 15, 2002.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: March 19, 2002
CALLISTO PHARMACEUTICALS, INC.
By /s/ Yanina Wachtfogel
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Name: Yanina Wachtfogel
Title: Chief Operating Officer
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SCHEDULE I
Directors and Officers of Callisto Pharmaceuticals, Inc.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Donald G. Drapkin, Vice Chariman 35 East 62nd Street,
Chairman of the Board MacAndrews & Forbes New York, NY 10021
Holdings, Inc.
Gabriel M. Cerrone Senior Vice President 150 East 52nd Street
Director of Investments New York, NY 10022
Fahnestock & Co.
Thomas E. Constance Senior Partner 919 Third Avenue
Director Kramer Levin Naftalis New York, NY 10022
& Frankel LLP
Dr. David Ho Chief Medical Officer 455 1st Avenue, 7th Floor
Director Aaron Diamond AIDS New York, NY 10021
Research Center
Dr. Eric A. Rose Chairman of the 112 East 78th Street
Director Department of Surgery, New York, NY 10021
Columbia Presbyterian
Center of New York
Presbyterian Hospital
Dr. David Horn President & Chief 420 Lexington Avenue
President & Chief Executive Officer New York, New York 10170
Executive Officer Callisto Pharmaceuticals,
Inc.
Yanina Watchfogel Chief Operating 420 Lexington Avenue
Chief Operating Officer Officer Callisto New York, New York 10170
Pharmaceuticals, Inc.
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