-----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, Q1E877AfmEgA24Ai4n9qGHHO80DfithzUhRJQ+ylMO5hghzC1hGPNuappbPTpW/k Y0RGzAWQbeVW9eF6CoueRQ== 0000891554-01-501972.txt : 20010410 0000891554-01-501972.hdr.sgml : 20010410 ACCESSION NUMBER: 0000891554-01-501972 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010409 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: 1597771 BUSINESS ADDRESS: STREET 1: 225 BELLEVILLE AVE CITY: BLOOMFIELD STATE: NJ ZIP: 07003 BUSINESS PHONE: 9737488082 MAIL ADDRESS: STREET 1: 225 BELLEVILLE AVE 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 d25399_sch-13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-10) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4) 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 07003 (973)748-8082 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 2001 (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. [_] CUSIP No. 015404106 SCHEDULE 13D Page 2 of 6 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Kuslima Shogen 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 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. NUMBER OF SHARES 2,029,546 (includes 780,926 shares BENEFICIALLY OWNED BY EACH subject to options which are SHARES REPORTING PERSON WITH SOLE currently exercisable or which will VOTING POWER become exercisable within 60 days BENEFICIALLY of March 30, 2001). OWNED BY 8. SHARED VOTING POWER 0 EACH 9. SOLE DISPOSITIVE POWER 2,029,546 (includes 780,926 shares subject to options which are REPORTING currently exercisable or which will become exercisable within 60 days PERSON WITH of March 30, 2001). 10. SHARED DISPOSITIVE 0 POWER 11. AGGREGATE AMOUNT 2,029,546 (includes 780,926 shares BENEFICIALLY OWNED BY EACH subject to options which are REPORTING PERSON currently exercisable or which will become exercisable within 60 days of March 30, 2001). 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] CUSIP No. 015404106 SCHEDULE 13D Page 3 of 6 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.29% 14. TYPE OF REPORTING PERSON IN CUSIP No. 015404106 SCHEDULE 13D Page 4 of 6 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 and 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 Not Applicable Item 4. Purpose of the Transaction The Reporting Person previously acquired options to purchase Common Stock. As of March 30, 2001, 337,242 of the then currently exercisable options expired resulting in a decrease to the Reporting Person's beneficial ownership. Item 5. Interest in Securities of the Issuer (a) The Reporting Person beneficially owns 2,029,546 shares of Common Stock, consisting of 1,248,620 shares of Common Stock currently outstanding and 780,926 shares underlying options to purchase Common Stock held by the Reporting Person. Such shares constitute 10.29% 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. CUSIP No. 015404106 SCHEDULE 13D Page 5 of 6 (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 CUSIP No. 015404106 SCHEDULE 13D Page 6 of 6 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 9, 2001 By: /s/ Kuslima Shogen --------------------------- Kuslima Shogen Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----