-----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, KRoOX4XinnOiDB3RfhRUrVpwpXItCHh8ZfN9g88k8Qg8UJzVPjr0alqOcOYThtxE iWtIa7D1c6f69pTzodwLJg== 0000891554-02-001987.txt : 20020416 0000891554-02-001987.hdr.sgml : 20020416 ACCESSION NUMBER: 0000891554-02-001987 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020409 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: 1934 Act SEC FILE NUMBER: 005-45232 FILM NUMBER: 02605667 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 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 d50324_13d.txt SCHEDULE 13D/A CUSIP No. 015404106 SCHEDULE 13D Page 1 of 4 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. 5) 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, 2002 (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 that 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 4 ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (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 ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 1,981,305 (includes 622,685 shares subject to options and warrants which are currently exercisable or which will become exercisable within 60 days of March 30, 2002). SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,981,305 (includes 622,685 shares subject to options and warrants which are currently exercisable or which will become exercisable within 60 days of March 30, 2002). PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,981,305 (includes 622,685 shares subject to options and warrants which are currently exercisable or which will become exercisable within 60 days of March 30, 2002). ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.15% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 015404106 SCHEDULE 13D Page 3 of 4 ________________________________________________________________________________ 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, Chairman of the Board, Chief Executive Officer and Acting Chief Financial Officer 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 Transaction. The Reporting Person previously granted options to purchase Common Stock. As of March 30, 2002, 337,241 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 1,981,305 shares of Common Stock, consisting of 1,358,620 shares of Common Stock currently outstanding and 622,685 shares underlying options and warrants to purchase Common Stock held by the Reporting Person. Such shares constitute 9.15% of the Common Stock outstanding assuming all of the options and warrants 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 900,000 of the outstanding shares of Common Stock to Global Aggressive Growth Fund Limited to secure a personal loan of which proceeds were loaned to the Issuer. (e) Not applicable. ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Person has pledged a total of 900,000 of the outstanding shares of Common Stock to Global Aggressive Growth Fund Limited to secure a personal loan of which proceeds were loaned to the Issuer. If the Reporting Person defaults on the loan, Global Aggressive Growth Fund Limited can take possession of the shares and sell them. Any sales proceeds would be used to satisfy the loan. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. Not applicable. ________________________________________________________________________________ CUSIP No. 015404106 SCHEDULE 13D Page 4 of 4 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. April 8, 2002 ---------------------------------------- (Date) /s/ Kuslima Shogen ---------------------------------------- (Signature) Kuslima Shogen Chairman of the Board, Chief Executive Officer and Acting Chief Financial Officer ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----