-----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, RxkRknHiTPc6nGa3EaAe1MvBfdGHh/urUh3QxZMsxEsl0/RVWPu8UCY7xBjNLSSF GQ/g/6mailwkZtOKDAYuhw== 0000891554-98-000720.txt : 19980615 0000891554-98-000720.hdr.sgml : 19980615 ACCESSION NUMBER: 0000891554-98-000720 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980612 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/A SEC ACT: SEC FILE NUMBER: 005-45493 FILM NUMBER: 98647490 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: SHOGEN KUSLIMA CENTRAL INDEX KEY: 0000937387 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 295 CEDAR GROVE LANE CITY: SOMERSET STATE: NJ ZIP: 08873 MAIL ADDRESS: STREET 1: 295 CEDAR GROVE LN CITY: SOMERSET STATE: NJ ZIP: 08873 SC 13D/A 1 AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alfacell Corporation (Name of Issuer) Common Stock and Options (Title of Class of Securities 015404106 (CUSIP Number) Kuslima Shogen Alfacell Corporation 225 Belleville Avenue Bloomfield, NJ 01003 (973)748-8082 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 20, 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(e) or 13d-1(f) or 13d-1(g), 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 Kuslima Shogen - -------------------------------------------------------------------------------- 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) [X] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,881,827 (includes 1,583,207 shares subject to options BENEFICIALLY which are currently exercisable or which will become OWNED BY exercisable within 60 days of February 20, 1998) EACH -------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON -0- WITH -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,881,827 (includes 1,583,207 shares subject to options which are currently exercisable or which will become exercisable within 60 days of February 20, 1998) -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,881,827 (includes 1,583,207 shares subject to options which are currently exercisable or which will become exercisable within 60 days of February 20, 1998) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.35% - -------------------------------------------------------------------------------- 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 (a) - (c) The person (the "Reporting Person") filing this statement is Kuslima Shogen, Chief Executive Officer and Chairman of the Board of the Issuer. The Reporting Person's mailing address is c/o Alfacell Corporation, 225 Belleville Avenue, Bloomfield, NJ 07003. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person entered a consent decree with the Securities and Exchange Commission ("SEC") on March 4, 1998 pursuant to which she was fined $20,000 for alleged violations of Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended. In connection with the settlement, the Reporting Person neither admitted nor denied the allegations of the SEC and agreed not to violate Sections 13 or 16(a) in the future. (f) The Reporting Person is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration The Reporting Person received the grants of stock and/or options to purchase Common Stock from the Company pursuant to certain employee benefit transactions. In addition, the Reporting Person personally borrowed funds from financial institutions to finance the Issuer's operations, for which she received securities of the Issuer in exchange. Item 4. Purpose of the Transaction The Common Stock and options to purchase Common Stock were acquired by the Reporting Person as the founder and subsequently as an employee of the Issuer. Item 5. Interest in Securities of the Issuer (a) The Reporting Person beneficially owns 2,881,827 shares of Common Stock, consisting of 1,298,620 shares of Common Stock currently issued and 1,583,207 shares underlying options to purchase Page 4 of 6 pages Common Stock held by the Reporting Person. Such shares constitute 15.35% 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. (d) The Reporting Person has pledged a total of 1,023,000 of the outstanding shares of Common Stock to First Union National Bank (the "Bank") to secure a personal loan. Upon the sale of the shares of Common Stock held by the Reporting Person, the Bank has the right to apply such proceeds thereof to such loan. (e) Not applicable. Page 5 of 6 pages 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. Date: June 11, 1998 By: /s/ Kuslima Shogen ------------------------------------ Kuslima Shogen -----END PRIVACY-ENHANCED MESSAGE-----