-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LuDwXifbVaa/7ulxBwow3k6rI6xngU1+AYl/QW2RCdZkaZUelxcpcuL36SI6E7/R A7pd80VrUJ8Og7XVLFR0yg== 0000891554-98-000181.txt : 19980218 0000891554-98-000181.hdr.sgml : 19980218 ACCESSION NUMBER: 0000891554-98-000181 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALFACELL CORP CENTRAL INDEX KEY: 0000708717 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222369085 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45493 FILM NUMBER: 98543961 BUSINESS ADDRESS: STREET 1: 225 BELLEVILLE AVE CITY: BLOOMFIELD STATE: NJ ZIP: 07003 BUSINESS PHONE: 2017488082 MAIL ADDRESS: STREET 2: 225 BELLEVILLE AVE CITY: BLOOMFIELD STATE: NJ ZIP: 07003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIKULSKI STANISLAW CENTRAL INDEX KEY: 0001007770 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 47 AVON DRIVE CITY: ESSEX FELLS STATE: NJ ZIP: 07021 MAIL ADDRESS: STREET 1: 47 AVON DRIVE CITY: ESSEX FELLS STATE: NJ ZIP: 07021 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. ________)* Alfacell Corporation (Name of Issuer) Common Stock and Options (Title of Class of Securities) 015404106 (CUSIP Number) Stanislaw M. Mikulski c/o Alfacell Corporation 225 Belleville Avenue Bloomfield, NJ 01003 (973)748-8082 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 31, 1998 (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(b)(3) or (4), check the following box. [_] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 the disclosures provided in a prior cover page. The information required in 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. 015404106 13D Page 2 of 6 pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stanislaw M. Mikulski - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS SC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 772,659 (includes 411,409 shares subject to options BENEFICIALLY which are currently exercisable or which will become OWNED BY exercisable within 60 days of January 31, 1998) EACH -------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON -0- WITH -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 772,659 (includes 411,409 shares subject to options which are currently exercisable or which will become exercisable within 60 days of January 31, 1998) -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 772,659 (includes 411,409 shares subject to options which are currently exercisable or which will become exercisable within 60 days of January 31, 1998) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 6 pages Item 1. Security and Issuer The securities to which this Schedule 13D relates are the shares of common stock, par value $.001 per share (the "Common Stock"), of Alfacell Corporation (the "Issuer"). The address of the Issuer's principal executive offices is 225 Belleville Avenue, Bloomfield, NJ 07003 Item 2. Identity and Background The person (the "Reporting Person") filing this statement is Stanislaw M. Mikulski, Executive Vice President and Medical Director. The Reporting Person's mailing address is c/o Alfacell Corporation, 225 Belleville Avenue, Bloomfield, NJ 07003. During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Securities and Exchange Commission (the "SEC") has advised the Reporting Person that the Division of Enforcement of the SEC (the "Enforcement Division") had commenced an informal investigation of certain allegedly late filings required to be made by the Reporting Person pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, which, occurred during the years 1983 to 1994. The SEC also asked the Reporting Person to confirm on a voluntary basis whether all other changes in beneficial ownership had in fact been previously fully reported. The Reporting Person subsequently filed a Form 5 on July 31, 1997 reporting all unreported transactions. The Reporting Person and the Issuer have been cooperating fully with the SEC in connection with its investigation. The staff of the Enforcement Division has agreed to recommend to the SEC, and the Reporting Person have submitted to the SEC, an Offer of Settlement relating to this matter which would result in the Reporting Person consenting to the entry of a cease-and-desist order in which they will neither admit nor deny the allegations made by the SEC and the payment of monetary penalties totaling $40,000. The SEC has advised the Reporting Person that it has accepted the Offer of Settlement of the Reporting Person and a consent decree is expected to be issued shortly. The Securities and Exchange Commission (the "SEC") has advised the Reporting Person that forms relating to his beneficial ownership of the Issuer's securities which occurred between three and fifteen years ago had been filed late. The SEC also asked the Reporting Person to confirm on a voluntary basis whether all other changes in beneficial ownership had in fact been previously fully reported. The Reporting Person subsequently filed a Form 5 on July 31, 1997 reporting all unreported transactions. [The Reporting Person has entered a preliminary agreement with the SEC pertaining to these filing deficiencies in settlement of the SEC's inquiry.] Item 3. Source and Amount of Funds or Other Consideration SC Item 4. Purpose of the Transaction The Common Stock and options (the Options") to purchase Common Stock were acquired by the Reporting Person pursuant to employee benefit arrangements with the Issuer. Item 5. Interest in Securities of the Issuer (a) The Reporting Person beneficially owns 772,659 shares of Common Stock, consisting of 361,250 shares of Common Stock currently issued and 411,409 shares underlying Options held by the Reporting Person. Such shares constitute 5.1% of the Common Stock outstanding assuming all of the Options are exercised. (b) The Reporting Person has the sole power to vote or to direct the vote and the sole power to dispose or direct the disposition of the shares of Common Stock. (c) None. Page 4 of 6 pages (d) The Reporting Person has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of the Options and Common Stock. (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not Applicable Item 7. Material to be Filed as Exhibits Not Applicable Page 6 of 6 pages Signature After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, the undersigned certifies that the information set forth in this statement by or about the undersigned is true, complete and correct. February 17, 1998 By: /s/ Stanislaw M. Mikulski -------------------------------------- Stanislaw Mikulski -----END PRIVACY-ENHANCED MESSAGE-----