AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 13, 1996
REGISTRATION NO. 33-81308
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALFACELL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2369085
(STATE OR OTHER JURIS- (I.R.S. EMPLOYER
DICTION OF INCORPORATION IDENTIFICATION NO.)
OR ORGANIZATION)
225 BELLEVILLE AVENUE, BLOOMFIELD, NEW JERSEY 07003
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1993 STOCK OPTION PLAN
WRITTEN OPTION AGREEMENTS
(FULL TITLE OF THE PLANS)
KUSLIMA SHOGEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
225 BELLEVILLE AVENUE
BLOOMFIELD, NEW JERSEY 07003
(201) 748-8082
COPIES TO:
KEVIN T. COLLINS, ESQ.
ROSS & HARDIES
65 EAST 55TH AVENUE
NEW YORK, NEW YORK 10022
(212) 421-5555
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Proposed Maximum
Securities to be Amount of Shares to Offering Price Per Proposed Aggregate Amount of
Registered be Registered Share{(1)} Offering Price{(2)} Registration Fee
<S> <C> <C> <C> <C>
Common Stock $.001 par value per
Share 4,591,529 $3.54 $16,233,988 $5,598{(3)}
</TABLE>
(1) This is an average price determined by dividing the proposed Aggregate
Offering Price by the Amount of Shares to be Registered.
(2) Solely for the purpose of calculating the registration fee, the
Proposed Aggregate Offering Price has been estimated in accordance
with Rule 457(h). Accordingly, the price per share of Common Stock
subject to an outstanding option is equal to the average exercise
price of the outstanding options, and the price per share of Common
Stock not subject to an outstanding option is based on $4.00, the
average of the high bid and low ask prices for a share of Common Stock
on June 30, 1994.
(3) Previously paid.
<PAGE>
PROSPECTUS
ALFACELL CORPORATION
3,084,188 Shares
Common Stock
($.001 par value)
This prospectus (the "Prospectus") relates to up to an aggregate of
3,084,188 shares of the common stock, $.001 par value (the "Common Shares" or
the "Common Stock") of Alfacell Corporation (the "Company" or "Alfacell") and
is to be used in connection with the reoffer and resale of such shares of
Common Stock by the Company's directors, including directors who are also
officers, who are affiliates of the Company (the "Selling Stockholders") upon
exercise of options (the "Options") issued pursuant to written option
agreements or issued or issuable pursuant to the Company's 1993 Stock Option
Plan (the "Plan"). See "Selling Stockholders" and "Plan of Distribution". The
Selling Stockholders may sell the Common Shares from time to time in
transactions in the open market, in negotiated transactions, or by a
combination of these methods, at fixed prices that may be changed, at market
prices at the time of sale, at prices related to market prices or at negotiated
prices. The Selling Stockholders may effect these transactions by selling the
Common Shares to or through broker-dealers, who may receive compensation in the
form of discounts or commissions from the Selling Stockholders or from the
purchasers of the Common Shares for whom the broker-dealers may act as agent or
to whom they may sell as principal, or both. See "Plan of Distribution."
The Company's Common Stock is traded in the over-the-counter market. On
May 31, 1996, the high bid and low asked quotations were $4 13/16 and $4 7/8,
respectively.
The Company will bear all expenses in connection with the registration of
the Common Stock being offered hereby, which expenses are approximated to be
$7,000. The Selling Stockholders will pay any brokerage commissions incurred
in connection with the sale of their Common Shares. The Company will not
receive any of the proceeds from the sale of the Common Shares by the Selling
Stockholders. To the extent the Options are exercised, the Company will apply
the proceeds thereof to its general corporate purposes. See "Use of Proceeds."
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" WHICH COMMENCES ON PAGE 2 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is June 13, 1996
<PAGE>
TABLE OF CONTENTS
PAGE
Available Information 1
Incorporation of Certain Documents by Reference 1
Prospectus Summary 2
Risk Factors 2
Use of Proceeds 7
Selling Stockholders 7
Plan of Distribution 9
Legal Matters 9
Experts 9
No one has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Prospectus in
connection with this offering. Any information or representation not contained
or incorporated by reference herein must not be relied on as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell or the solicitation of an offer to buy the securities offered hereby in
any state to any person to whom it is unlawful to make such offer or
solicitation. Except where otherwise indicated, this Prospectus speaks as of
its date and neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of the Company since the date hereof.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, Seven World Trade Center, Suite 1300, New York, New York 10048; and
Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto.
For further information with respect to the Company and the shares of Common
Stock offered hereby, reference is hereby made to the Registration Statement,
exhibits and schedules.
The following trademark appears in this Prospectus:
ONCONASE<reg-trade-mark> is a registered trademark of the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus (i) its
Annual Report on Form 10-KSB for the Fiscal Year Ended July 31, 1995, as
amended by Forms 10-KSB/A filed with the Commission on each of October 17, 1995
and November 17, 1995, which contains audited financial statements for the
Company's latest fiscal year for which a Form 10-KSB was required to have been
filed, and incorporates by reference certain portions of the Company's
definitive Proxy Statement for the Annual Meeting of Stockholders held December
11, 1995, (ii) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since July 31, 1995, including but not limited to,
the Quarterly Reports on Form 10-QSB for the Quarters Ended October 31, 1995,
January 31, 1996 and April 30, 1996 and (iii) the description of the Company's
Common Stock, $.01 par value, as contained in its registration statement on
Form 8-A filed with the Commission.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all shares of Common Stock offered hereby have been sold or
which deregisters all shares of Common Stock then remaining unsold, shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that such statement is
modified or superseded by a statement contained herein or in a subsequently
filed document which also is or is deemed to be incorporated by reference
herein. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON (INCLUDING ANY
BENEFICIAL OWNER) TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL
REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE INFORMATION THAT HAS BEEN
INCORPORATED BY REFERENCE IN THIS PROSPECTUS (NOT INCLUDING EXHIBITS TO SUCH
INFORMATION UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH INFORMATION). SUCH REQUESTS SHOULD BE DIRECTED TO GAIL FRASER, VICE
PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER, AT THE COMPANY'S PRINCIPAL
OFFICES AT 225 BELLEVILLE AVENUE, BLOOMFIELD, NEW JERSEY 07003, TELEPHONE (201)
748-8082.
<PAGE>
PROSPECTUS SUMMARY
The following is a summary of certain information contained in the body
of or incorporated by reference in this Prospectus and should be read in
conjunction with the detailed information and financial statements appearing
elsewhere or incorporated by reference herein.
THE COMPANY
Alfacell Corporation ("Alfacell" or the "Company") is a biopharmaceutical
company organized in 1981 to engage in the discovery, investigation and
development of a new class of anti-cancer drugs isolated from leopard frog eggs
and early embryos. The Company's first product under development is
ONCONASE<reg-trade-mark> which targets solid tumors, most of which are known to
be resistant to other chemotherapeutic drugs. To date, the most significant
clinical results with ONCONASE have been observed in pancreatic, non-small cell
lung, mesothelioma and metastatic breast cancer. The American Cancer Society
estimated that in 1995, 377,000 people in the United States would be diagnosed
with lung, breast and pancreatic cancer and approximately 231,000 would die.
ONCONASE has been used to treat over 350 cancer patients on a weekly
basis, including more than 150 patients with advanced stages of pancreatic,
non-small cell lung, mesothelioma and metastatic breast cancer. Encouraging
results have been observed in Phase I and II clinical trials. Side effects
associated with ONCONASE have been modest, are primarily renal and are
reversible upon reduction of dose or discontinuation of treatment. Patients
treated with ONCONASE have shown no evidence of myelosuppression (bone marrow
suppression), alopecia (hair loss) or other severe toxicities frequently
observed after treatment with most other chemotherapeutic drugs. Alfacell
began a randomized multi-center Phase III clinical trial testing ONCONASE in
advanced pancreatic cancer patients in November 1995.
The Company believes that ONCONASE may also be used as an anti-viral
agent. The National Institutes of Health ("NIH") has performed an independent
IN VITRO screen of ONCONASE against the HIV virus type 1 ("HIV virus"). The
results showed ONCONASE to inhibit replication of the HIV virus 99.9% after a
four day incubation period at concentrations not toxic to uninfected H9
leukemic cells. The Company has expanded its collaborative studies for cancer
and anti-HIV activity with the NIH. There can be no assurance that ONCONASE
will show any level of anti-HIV activity in humans.
Beyond the development of ONCONASE, Alfacell has also discovered a series
of biologically active proteins from the same natural source from which
ONCONASE was discovered. These proteins appear to be involved in the
regulation of early embryonic and malignant cell growth. However, significant
additional research will be required in order to develop these proteins into
therapeutics. There can be no assurance that the development of these proteins
will be accomplished.
RISK FACTORS
The shares of Common Stock offered hereby are speculative and involve a
high degree of risk. They should not be purchased by anyone who cannot afford
the loss of his or her entire investment. In analyzing this offering,
prospective investors should consider the matters set forth below, among
others, and carefully read this Prospectus.
ACCUMULATED DEFICIT, STOCKHOLDERS' DEFICIENCY AND UNCERTAINTY OF FUTURE
PROFITABILITY. The Company was originally incorporated in 1981. To date, a
significant source of cash for the Company has been public and private
placements of its securities. Cash obtained from these sources has not been
sufficient to cover operating expenses. At April 30, 1996, the Company had an
accumulated deficit of approximately $39,600,000 and a total stockholders'
equity of approximately $400,000. The Company anticipates that it will
continue to incur substantial losses in the future. The Company is pursuing
licensing, marketing and development arrangements that may result in contract
revenue to the Company prior to its receiving revenues from commercial sales of
ONCONASE. There can be no assurance, however, that the Company will be able to
successfully consummate any such arrangements. The Company's profitability
will depend upon its success in developing, obtaining regulatory approvals for,
and effectively marketing ONCONASE. ONCONASE has not been approved by the
United States Food and Drug Administration (the "FDA"). Potential investors
should be aware of the difficulties a development stage enterprise encounters,
especially in view of the intense competition in the pharmaceutical industry in
which the Company competes. There can be no assurance that the Company's plans
will either materialize or prove successful, that its product under development
will be successfully developed or that such product will generate revenues
sufficient to enable the Company to earn a profit.
SUBSTANTIAL DOUBT CONCERNING THE COMPANY'S ABILITY TO CONTINUE AS A GOING
CONCERN. The opinion of KPMG Peat Marwick LLP, the independent auditors of the
Company's July 31, 1995 financial statements contained an explanatory paragraph
stating that the Company's recurring losses from operations, its working
capital deficiency and net capital deficiency raise substantial doubt about the
Company's ability to continue as a going concern.
LEVERAGE. The Company is highly leveraged. At April 30, 1996, the
Company had total assets of approximately $2,600,000 and total liabilities of
approximately $2,200,000. Of such liabilities, approximately $1,500,000 is owed
to a bank pursuant to a term loan agreement with the bank (the "Term Loan"),
and is secured by a lien on substantially all of the Company's assets,
including its patents. The Term Loan agreement contains restrictive covenants
which could make it more difficult to operate the Company's business. In the
event the Company defaults on the debt it owes to such bank, the bank may
foreclose on the assets which secure its debt and utilize such assets to
satisfy such debt. Given the current levels of the Company's assets and the
debt owed to such bank, it is highly unlikely that the Company's assets would
be sufficient to fully satisfy the bank's debt. Moreover, upon a liquidation
of the Company, the Company's assets would first be used to repay its secured
creditors and then its unsecured creditors, before any distribution would be
made to holders of the Company's equity securities. Given the current levels
of the Company's assets and its liabilities, it is highly unlikely that the
holders of the Company's Common Stock would receive any distribution in the
event the Company is liquidated. The Company's bank debt matures in August
1997, at which time a principal payment of approximately $1,400,000 will be
due.
NEED FOR, AND UNCERTAINTY OF, FUTURE FINANCING. The Company will be
required to expend significant funds on the further development of ONCONASE and
its continued operations will depend on its ability to raise additional funds
through equity or debt financings, collaborative agreements, strategic
alliances and revenues from the commercial sale of ONCONASE. To date, the
Company has had several preliminary discussions regarding potential
collaborative agreements and strategic alliances, however there can be no
assurance that any such arrangements will be consummated. There can be no
assurance that such funds will be available to the Company on acceptable terms,
if at all. In June 1996, the Company completed a private placement (the "June
1996 Private Placement") resulting in the issuance of approximately 1,600,000
shares of Common Stock and approximately 325,000 three-year warrants each to
purchase one share of Common Stock at an exercise price of $7.50 per share (the
"Warrants") to private and institutional investors. The Common Stock was sold
alone for $3.70 per share and in combination with Warrants at a per unit price
of $12.52. Each unit consists of one Warrant and three Common Shares. The
June 1996 Private Placement resulted in net proceeds to the Company of
approximately $6,000,000. The Company believes that its cash on hand,
including marketable securities, as of April 30, 1996 coupled with the proceeds
of the June 1996 Private Placement will be sufficient to meet its anticipated
cash needs for the next two years. The previous statement is forward-looking
in nature. Actual results could differ materially based on various factors,
including, but not limited to, the Company's ability to maintain current levels
of expenses and the occurrence of any of a number of unforeseeable
contingencies beyond the Company's control. The Company will be required to
raise additional funds to meet its cash needs upon exhaustion of its current
cash resources. The Company continues to be primarily financed by proceeds
from private placements of Common Stock and investments in its equity
securities. If the Company is unable to secure sufficient future financing or
refinance its bank debt it may be necessary for the Company to curtail or
discontinue its research and development activities.
GOVERNMENT REGULATION. The pharmaceutical industry in the United States
is subject to stringent governmental regulation and the sale of ONCONASE for
use in humans in the United States will require the prior approval of the FDA.
The FDA has established mandatory procedures and safety standards which apply
to the clinical testing, manufacture and marketing of pharmaceutical products.
Pharmaceutical manufacturing facilities are also regulated by state, local and
other authorities. Obtaining FDA approval for a new therapeutic drug may take
several years and involve substantial expenditures. ONCONASE has not been
approved for sale in the United States or elsewhere. There can be no assurance
that the Company will be able to obtain FDA approval for ONCONASE or any of its
future products. Failure to obtain requisite governmental approvals or failure
to obtain approvals of the scope requested will delay or preclude the Company
from marketing its products while under patent protection, or limit the
commercial use of the products, and thereby may have a material adverse effect
on the Company's liquidity and financial condition. Further, even if
governmental approval is obtained, new drugs are subject to continual review
and a later discovery of previously unknown problems may result in restrictions
on the particular product, including withdrawal of such product from the
market.
PATENTS AND PROPRIETARY TECHNOLOGY. The Company has been issued two
patents in the United States and two patents in Europe and has other patent
applications pending. The Company's U.S. Patent No. 4,882,421 contains a
disclosure that in certain respects is erroneous and is consequently
complicating the prosecution of other Company patent applications before the
U.S. Patent and Trademark Office ("USPTO"). The Company considers these other
patent applications to be more important than U.S. Patent No. 4,882,421 and has
decided to disclaim this patent. The effect of the disclaimer will be that the
Company's patent protection in the United States will be limited to that
afforded under the claims of U.S. Patent No. 4,888,172 unless and until other
patent protection is obtained in the U.S. Although the Company believes that
its patents and patent applications are of substantial value to the Company,
there can be no assurance that such patents will be of substantial commercial
benefit to the Company, will afford the Company adequate protection from
competing products or will not be challenged or declared invalid. There can be
no assurance that additional United States patents or foreign patent
equivalents will be issued to the Company. The scope of protection afforded by
patents to biotechnological inventions is uncertain and the Company is subject
to this uncertainty. The Company expects that there will continue to be
significant litigation in the industry regarding patents and other proprietary
rights and, if the Company were to become involved in such litigation, there
could be no assurance that the Company would have the resources necessary to
litigate effectively the contested issues. Pursuant to its loan agreement with
the Company, the Company's bank has a security interest in the Company's patent
portfolio. The bank has agreed, however, to subordinate its interest to
licensees of the Company if certain conditions are met.
INTENSE COMPETITION AND TECHNOLOGICAL OBSOLESCENCE. There are several
companies, universities, research teams and scientists, both private and
government-sponsored, which engage in developing products for the same
indications as the Company. Many of these entities and associations have far
greater financial resources, larger research staffs and more extensive physical
facilities than the Company. Several competitors are more experienced and have
substantially greater clinical, marketing and regulatory capabilities and
managerial resources than the Company. Such competitors may succeed in their
research and development of products for the same indications as the Company
prior to the Company achieving any measure of success in its efforts.
The number of persons skilled in the research and development of
pharmaceutical products is limited and significant competition exists for such
individuals. As a result of this competition and the Company's limited
resources, the Company may find it difficult to attract skilled individuals to
research, develop and investigate anti-cancer drugs in the future.
The business in which the Company is engaged is highly competitive and
involves rapid changes in the technologies of discovering, investigating and
developing new drugs. Rapid technological development by others may result in
the Company's products becoming obsolete before the Company recovers a
significant portion of the research, development and commercialization expenses
incurred with respect to those products. Competitors of the Company are
numerous and are expected to increase as new technologies become available.
The Company's success depends upon developing and maintaining a competitive
position in the development of new drugs and technologies in its area of focus.
There can be no assurance that, if attained, the Company will be able to
maintain a competitive position in the pharmaceutical industry.
DEPENDENCE ON REIMBURSEMENT. Sales of the Company's products, if any,
will be dependent in part on the availability of reimbursement from third party
payors, such as governmental and private insurance plans. Third party payors
are increasingly challenging the prices charged for medical products and
services. Additionally, the containment of health care costs has become a
priority and pharmaceutical and biotechnology drug prices have been targeted in
this effort. If the Company succeeds in bringing any of its products to
market, there can be no assurance that such products will be considered cost-
effective, that reimbursement will be available or, if available, that the
level of reimbursement will be sufficient to allow the Company to sell its
products on a profitable basis.
POTENTIAL PRODUCT LIABILITY. The use of the Company's products during
testing or after regulatory approval entails an inherent risk of adverse
effects which could expose the Company to product liability claims. The
Company maintains product liability insurance coverage in the total amount of
$6,000,000 for claims arising from the use of its products in clinical trials
prior to FDA approval. There can be no assurance that the Company will be able
to maintain its existing insurance coverage or obtain coverage for the use of
its products in the future. Management believes that the Company maintains
adequate insurance coverage for the operation of its business at this time,
however, there can be no assurance that such insurance coverage and the
resources of the Company would be sufficient to satisfy any liability resulting
from product liability claims.
DEPENDENCE UPON KEY PERSONNEL. The success of the Company's operations
during the foreseeable future will largely depend upon the continued services
of its President and Chief Executive Officer, Kuslima Shogen. Ms. Shogen's
one-year employment agreement with the Company terminated on June 30, 1995.
Ms. Shogen continues to be employed by the Company and it is anticipated that
negotiations with respect to a new employment agreement will commence in the
near future; however, there can be no assurance that such negotiations will
commence, that a new employment agreement will be executed or that Ms. Shogen
will remain in the employ of the Company. Ms. Shogen currently devotes
substantially all of her working time to the Company's affairs. The loss of
the services of Ms. Shogen would adversely affect the Company's operations and
prospects. The bank may call due all amounts payable under the Term Loan in
the event Ms. Shogen ceases for any reason, except death, to be a full time
employee, officer or director of the Company. The Company carries key person
life insurance on the life of Ms. Shogen with a face value of $1,000,000. The
Company's bank has been assigned this policy as security for the approximately
$1,500,000 outstanding under the Term Loan.
NO DIVIDENDS. The Company has not paid any dividends on its Common Stock
since its inception and does not currently foresee the payment of cash
dividends in the future. Furthermore, under the Term Loan the Company is
prohibited from paying any dividends without the bank's consent. The Company
currently intends to retain all earnings, if any, to finance its operations.
LIMITED PUBLIC MARKET AND LIQUIDITY. The Company's Common Stock is
traded on the Bulletin Board and is not traded on any exchange nor quoted on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ"). As a consequence, trading of the Common Stock in the
over-the-counter market is limited. A limited trading market could result in
an investor being unable to liquidate his or her investment.
PREFERRED STOCK; ANTI-TAKEOVER DEVICE. The Company is currently
authorized to issue 1,000,000 shares of preferred stock, par value $.001 per
share. The Company's Board of Directors is authorized, without any approval of
the stockholders, to issue the preferred stock and determine the terms of such
preferred stock. As of May 15, 1996, there were no shares of preferred stock
outstanding. The authorized and unissued shares of preferred stock may be
classified as an "anti-takeover" measure and may discourage attempted takeovers
of the Company which are not approved by the Board of Directors. The
authorized shares of preferred stock will remain available for general
corporate purposes, may be privately placed and can be used to make a change in
control of the Company more difficult. Under certain circumstances, the Board
of Directors could create impediments to, or frustrate, persons seeking to
effect a takeover or transfer in control of the Company by causing such shares
to be issued to a holder or holders who might side with the Board of Directors
in opposing a takeover bid that the Board of Directors determines is not in the
best interests of the Company and its stockholders, but in which unaffiliated
stockholders may wish to participate. Under Delaware law, the Board of
Directors is permitted to use a depositary receipt mechanism which enables the
Board to issue an unlimited number of fractional interests in each of the
authorized and unissued shares of preferred stock without stockholder approval.
Consequently, the Board of Directors, without further stockholder approval,
could issue authorized shares of preferred stock or fractional interests
therein with rights that could adversely affect the rights of the holders of
the Company's Common Stock to a holder or holders which when voted together
with other securities held by members of the Board of Directors and the
executive officers and their families could prevent the majority stockholder
vote required by the Company's certificate of incorporation or Delaware law to
effect certain matters. Furthermore, the existence of such authorized shares
of preferred stock might have the effect of discouraging any attempt by a
person, through the acquisition of a substantial number of shares of Common
Stock, to acquire control of the Company. Accordingly, the accomplishment of a
tender offer may be more difficult. This may be beneficial to management in a
hostile tender offer, but have an adverse impact on stockholders who may want
to participate in such tender offer.
CONTROL BY PRESENT MANAGEMENT. The Company's present officers and
directors, as a group, beneficially owned 30.3% of the outstanding Common Stock
of the Company as of May 15, 1996 and thus could in some instances exercise
effective control over the Company.
VOLATILITY AND POSSIBLE REDUCTION IN PRICE OF COMMON STOCK. The market
price of the Common Stock, like that of the common stock of many other
development stage biotechnology companies, has been and may continue to be,
highly volatile. Factors such as announcements of technological innovations or
new commercial products by the Company or its competitors, disclosure of
results of clinical testing or regulatory proceedings, governmental regulation
and approvals, developments in patent or other proprietary rights, public
concern as to the safety of products developed by the Company and general
market conditions may have a significant effect on the market price of the
Common Stock. In addition, the stock market has experienced and continues to
experience extreme price and volume fluctuations which have effected the market
price of many biotechnology companies. These broad market fluctuations, as
well as general economic and political conditions, may adversely effect the
market price of the Company's Common Stock.
DEPENDENCE ON THIRD PARTIES FOR MANUFACTURING. The Company currently
does not have facilities capable of manufacturing its product in commercial
quantities and, for the foreseeable future, the Company intends to rely on
third parties to manufacture its product. If the Company were to establish a
manufacturing facility, which it currently does not intend to do, the Company
would require substantial additional funds and would be required to hire and
retain significant additional personnel to comply with the extensive current
Good Manufacturing Practices ("cGMP") regulations of the FDA applicable to such
a facility. No assurance can be given that the Company would be able to make
the transition successfully to commercial production, if it chose to do so.
DEPENDENCE ON THIRD PARTIES FOR MARKETING; NO MARKETING EXPERIENCE.
Neither the Company nor any of its officers or employees has pharmaceutical
marketing experience. The Company intends to enter into development and
marketing agreements with third parties. The Company expects that under such
arrangements it would act as a co-marketing partner or would grant exclusive
marketing rights to its corporate partners in return for up-front fees,
milestone payments and royalties on sales. Under these agreements, the
Company's marketing partner may have the responsibility for a significant
portion of development of the product and regulatory approval. In the event
that the marketing partner fails to develop a marketable product or fails to
market a product successfully, the Company's business may be adversely
affected. If the Company were to market its products itself, significant
additional expenditures and management resources would be required to develop
an internal sales force and there can be no assurance that the Company would be
successful in penetrating the markets for any products developed or that
internal marketing capabilities would be developed at all.
UTILIZATION OF CARRYFORWARDS. At July 31, 1995, the Company had federal
net operating loss carryforwards of approximately $23,460,000 that expire in
the years 1997 to 2010. The Company also had investment tax credit
carryforwards of approximately $63,000 and research and experimentation tax
credit carryforwards of approximately $410,000 that expire in the years 1998 to
2010. Ultimate utilization/ availability of such net operating losses and
credits may be significantly curtailed if a significant change in ownership
occurs.
SALE OF SHARES PURSUANT TO RULE 144 OR EFFECTIVE REGISTRATION STATEMENTS.
The Company had 11,940,079 shares of Common Stock outstanding as of May 15,
1996. Of these outstanding shares, approximately 4,949,537 shares are
"restricted securities" as defined in Rule 144 adopted under the Securities
Act. Of these restricted shares, approximately 2,127,540 were eligible to be
sold under Rule 144 as of May 15, 1996, approximately 223,376 will become
eligible to be sold under Rule 144 on various dates commencing on February 22,
1997 through April 26, 1998 and an aggregate of 2,598,621 are included on
effective registration statements which the Company has on file with the
Commission. In addition to the restricted shares, as of May 15, 1996, there
were outstanding (i) options to purchase an aggregate of 4,460,392 shares of
Common Stock (which includes the 3,084,188 shares of Common Stock to which this
Prospectus relates and generally, will be freely tradeable upon issuance); (ii)
warrants, which were issued and sold in private placements closed in each of
1994 and 1995, to purchase an aggregate of 1,175,911 shares of Common Stock
(which are included in an effective registration statement on file with the
Commission); and (iii) warrants, issued to the bank in connection with the
amendment to the Term Loan, to purchase 10,000 shares of Common Stock, which
are included in a registration statement on file with the Commission. The
future sale of a substantial number of shares of Common Stock by existing
holders of Common Stock and holders of warrants and options exercisable for
Common Stock pursuant to Rule 144 under the Securities Act or through effective
registration statements may have an adverse impact on the market price of the
Common Stock.
TERMINATION OF COMPANY'S AUDITORS. The financial statements of the
Company from inception to July 31, 1992 incorporated by reference in this
Registration Statement, were audited by the independent accounting firm of
Armus, Harrison & Co. ("AHC"). On December 1, 1993, certain shareholders of
AHC terminated their association with AHC (the "AHC Termination"), and AHC
ceased performing accounting and auditing services, except for limited
accounting services to be performed on behalf of the Company. The report of
AHC with respect to the financial statements of the Company from inception to
July 31, 1992 is incorporated by reference in this Registration Statement in
reliance upon the consent and report of AHC. Although investors will not be
barred from asserting claims against the former shareholders of AHC under
Section 11 of the Securities Act on the basis of use of AHC's consent and
reports herein, it may, however, be more difficult to recover any damages
because of the AHC Termination. The discussion regarding certain effects of
the AHC Termination is not meant and should not be construed in any way as
legal advice to any party and any potential purchaser should consult with his,
her or its own counsel with respect to the effect of the AHC Termination on a
potential investment in the Common Stock of the Company or otherwise.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares of
Common Stock offered herein by the Selling Stockholders. If all of the Options
are exercised, the Company will receive estimated net proceeds of approximately
$9,500,000. The Company intends to utilize any proceeds received from the
exercise of the Options primarily to fund research and development activities
and for general corporate purposes. There can be no assurance that any of the
Options will be exercised.
<PAGE>
SELLING STOCKHOLDERS
The shares of Common Stock registered by the Registration Statement and
covered by this Prospectus underly Options and are held by the Company's
directors, including directors who are officers of the Company, who are
affiliates of the Company. Additional Common Shares which are registered by
the Registration Statement and which become subject to Options issued to
affiliates of the Company may be added to this Prospectus from time to time by
supplements hereto.
STOCK OWNERSHIP
The table below sets forth as of May 15, 1996 (i) the number of shares of
Common Stock owned beneficially by each Selling Stockholder prior to the
offering; (ii) the number of shares of Common Stock being offered by each
Selling Stockholder pursuant to this Prospectus; (iii) the number of shares of
Common Stock to be owned beneficially by each Selling Stockholder after
completion of the offering, assuming that all of the Common Shares offered
hereby are sold; and (iv) the percentage of the outstanding shares of Common
Stock to be owned beneficially by each Selling Stockholder after completion of
the offering, assuming that all of the Common Shares offered hereby are sold.
For purposes of this table each Selling Stockholder is deemed to own
beneficially (i) the issued and outstanding shares of Common Stock owned by the
Selling Stockholder as of May 15, 1996, and (ii) the shares of Common Stock
underlying the Options and any other options or warrants owned by the Selling
Stockholder which are exercisable within 60 days after May 15, 1996. Except as
otherwise noted, none of such persons or entities has had any material
relationship with the Company during the past three years. All shares of
Common Stock being offered by each Selling Stockholder are issuable upon
exercise of Options held by such Selling Stockholder.
<TABLE>
<CAPTION>
Percentage of
Outstanding Shares of
Number of Shares to be Common Stock to be
Owned Beneficially Owned Beneficially
Number of Shares After Completion of After Completion of
Beneficially Owned Number of SHARES OFFERING OFFERING(1)
SELLING STOCKHOLDER PRIOR TO OFFERING OFFERED
<S> <C> <C> <C> <C>
Kuslima Shogen(2) 3,681,079 1,806,529 1,874,550 13.1%
Stanislaw Mikulski(3) 1,037,659 651,409 386,250 3.1%
Robert R. Henry(4) 282,950 41,250 241,700 2.0%
Gail E. Fraser(5) 475,000 475,000 0 *
Allen Siegel(6) 213,562 65,000 148,562 1.2%
Alan Bell(7) 95,929 45,000 50,929 *
</TABLE>
* Less than 1%
(1) Based upon shares of Common Stock outstanding as of May 15, 1996 after
giving effect to shares of Common Stock underlying options and warrants which
are deemed to be beneficially owned by the Selling Stockholders.
(2) Ms. Shogen is the Company's President, Chief Executive Officer and a
Director.
(3) Dr. Mikulski is the Company's Executive Vice President, Vice President,
Medical Affairs and a Director.
(4) Mr. Henry is a Director of the Company and a member of each of the
Compensation Committee and Audit Committee of the Board of Directors.
(5) Ms. Fraser is the Company's Secretary, Vice President, Finance, Chief
Financial Officer and a Director.
(6) Dr. Siegel is a Director of the Company and a member of the Compensation
Committee of the Board of Directors.
(7) Mr. Bell is the Company's Assistant Secretary, a Director and a member of
each of the Compensation Committee and Audit Committee of the Board of
Directors.
PLAN OF DISTRIBUTION
The Common Shares may be sold pursuant to this Prospectus by the Selling
Stockholders. These sales may occur in privately negotiated transactions or in
the over-the-counter market through brokers and dealers as agents or to brokers
and dealers as principals, who may receive compensation in the form of
discounts or commissions from the Selling Stockholders or from the purchasers
of the Common Stock for whom the broker-dealers may act as agent or to whom
they may sell as principal, or both. The Company has been advised by the
Selling Stockholders that they have not made any arrangements relating to the
distribution of the shares of Common Stock covered by this Prospectus. In
effecting sales, broker-dealers engaged by the Selling Stockholders may arrange
for other broker-dealers to participate. Broker-dealers will receive
commissions or discounts from the Selling Stockholders in amounts to be
negotiated immediately prior to the sale. In lieu of selling the Common Shares
pursuant to this prospectus, the Selling Stockholders may elect to sell their
Common Shares in compliance with Rule 144 under the Securities Act.
Certain of the Selling Stockholders and any broker-dealers who execute
sales for the Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act by virtue of the number of shares of Common
Stock to be sold or resold by such persons or entities or the manner of sale
thereof, or both. If any of the Selling Stockholders, broker-dealers or other
holders were determined to be underwriters, any discounts or commissions
received by them or by brokers or dealers acting on their behalf and any
profits received by them on the resale of their shares of Common Stock might be
deemed underwriting compensation under the Securities Act.
The Selling Stockholders have represented to the Company that any
purchase or sale of the Common Stock by them will be in compliance with
applicable rules and regulations of the Commission.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby has been passed
on for the Company by Ross & Hardies, New York, New York.
EXPERTS
The audited financial statements of Alfacell Corporation (a development
stage company) for the period from August 24, 1981 (date of inception) to July
31, 1992 incorporated by reference in this prospectus and Registration
Statement have been audited by Armus, Harrison & Co. ("AHC"), independent
certified public accountants, as set forth in AHC's report thereon (which
describe an uncertainty as to a going concern) incorporated by reference
herein, and are incorporated by reference herein in reliance upon the consent
and report of AHC as experts in accounting and auditing. Such report of AHC
with respect to the financial statements of the Company is incorporated by
reference in this Registration Statement. As of December 1, 1993, certain
shareholders of AHC terminated their association with AHC and AHC has ceased
performing any audit and accounting services, except for limited accounting
services being provided to the Company. Consequently, an investor's ability to
recover damages from AHC for material misstatements or omissions, if any, in
the Registration Statement and prospectus, including the financial statements
may be significantly limited.
The financial statements of Alfacell Corporation (a development stage
company) as of July 31, 1995 and 1994, and for each of the years in the three-
year period ended July 31, 1995, and for the period from August 24, 1981 (date
of inception) to July 31, 1995, have been incorporated by reference herein and
in the Registration Statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of KPMG Peat Marwick LLP as experts in
accounting and auditing. The report of KPMG Peat Marwick LLP covering the July
31, 1995 financial statements contains an explanatory paragraph stating that
the Company's recurring losses from operations, its working capital deficiency
and net capital deficiency raise substantial doubt about the Company's ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. Further,
the report of KPMG Peat Marwick LLP as it relates to the financial statements
for the period from August 24, 1981 (date of inception) to July 31, 1995 is
based on the report of other auditors as to the amounts included therein for
the period from August 24, 1981 (date of inception) to July 31, 1992.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference the following documents
previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) its Annual Report on Form 10-KSB for the fiscal year ended July 31,
1995, as amended by Forms 10KSB/A filed on each of October 17, 1995 and
November 17, 1995, which contains audited financial statements for the
Registrant's latest fiscal year for which a Form 10-KSB was required to have
been filed;
(b) all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since July
31, 1995, including but not limited to Quarterly Reports on Form 10-QSB for the
Quarters Ended October 31, 1995, January 31, 1996 and April 30, 1996; and
(c) the description of the Company's Common Stock, $.001 par value, as
contained in its Registration Statement on Form 8-A, filed with the Commission.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c) 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4.DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6.INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under Section 145 of the General Corporation Law of Delaware (the "GCL")
a corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
A corporation also may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
indemnification may be made in respect of any claim, issue or matter as to
which the person is adjudged liable to the corporation unless and only to the
extent that the court determines that, despite the adjudication of liability
but in view of all the circumstances, the person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
In addition, the indemnification provided by Section 145 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. The Certificate of
Incorporation of the Company is consistent with Section 145 of the GCL and its
by-laws provide that each director, officer, employee and agent of the Company
shall be indemnified to the extent permitted by the GCL.
In this connection, the Company has entered into indemnification
agreements (the "Indemnity Agreements") with each of its directors. The
Indemnity Agreements are consistent with the Company's by-laws and the
Company's policy to indemnify directors to the fullest extent permitted by law.
The Indemnity Agreements provide for indemnification of directors for
liabilities arising out of claims against such persons acting as directors of
the Company (or any entity controlling, controlled by or under common control
with the Company) due to any actual or alleged breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done, or suffered or
wrongfully attempted by such directors, except as prohibited by law. The
Indemnity Agreements also provide for the advancement of costs and expenses,
including attorneys' fees, reasonably incurred by directors in defending or
investigating any action, suit, proceeding or claim, subject to an undertaking
by such directors to repay such amounts if it is ultimately determined that
such directors are not entitled to indemnification. The Indemnity Agreements
cover future acts and omissions of directors for which actions may be brought.
The Indemnity Agreements also provide that directors, officers, employees
and agents are entitled to indemnification against all expenses (including
attorneys' fees) reasonably incurred in seeking to collect an indemnity claim
or to obtain advancement of expenses from the Company. The rights of directors
under the Indemnity Agreements are not exclusive of any other rights directors
may have under Delaware law, any liability insurance policies that may be
obtained, the Company's by-laws or otherwise. The Company would not be
required to indemnify a director for any claim based upon the director gaining
in fact a personal profit or advantage to which such director was not legally
entitled, any claim for an accounting of profits made in connection with a
violation of Section 16(b) of the Securities Exchange Act of 1934 or a similar
state or common law provision or any claim brought about or contributed to by
the dishonesty of the director.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8.EXHIBITS.
Exhibit
NUMBER DESCRIPTION
4.1 - Form of Convertible Debenture*
23.2 - Consent of KPMG Peat Marwick LLP**
23.3 - Consent of Armus, Harrison & Co.**
24.1 - Power of Attorney***
____________________________________________________
* Previously filed as exhibits to the Company's Annual Report on Form 10-
KSB for the year ended July 31, 1995 and incorporated herein by reference
thereto.
** Filed herewith.
*** Powers of attorney are contained in signatures.
_____________________________
ITEM 9.UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement; notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would ont exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) That for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) That, insofar as indemnification for liabilities arising under the
Securities act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bloomfield, State of New Jersey, on June 12,
1996.
ALFACELL CORPORATION
(Registrant)
By:/s/KUSLIMA SHOGEN
Kuslima Shogen, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/KUSLIMA SHOGEN President and Chief June 12, 1996
Kuslima Shogen Executive Officer
(Principal Executive Officer)
and Director
/s/GAIL E. FRASER Vice President, Finance June 12, 1996
Gail E. Fraser Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer) and Director
/s/STANISLAW M. MIKULSKI Executive Vice June 12, 1996
Stanislaw M. Mikulski, M.D. President, Medical Director
and Director
* Director June 12, 1996
Allen Siegel, D.D.S.
* Director June 12, 1996
Alan Bell
* Director June 12, 1996
Robert R. Henry
*/s/KUSLIMA SHOGEN
Kuslima Shogen, as Attorney-in-fact
<PAGE>
Registration No. 33-81308
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS FILED WITH
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALFACELL CORPORATION
<PAGE>
ALFACELL CORPORATION
EXHIBIT INDEX
Location
of
Document
in
Sequential
Numbering
EXHIBIT NO. DESCRIPTION SYSTEM
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Armus, Harrison & Co.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Alfacell Corporation:
We consent to incorporation by reference in the Post-Effective Amendment No. 1
to the registration statement (No. 38-81308) on Form S-8 of Alfacell
Corporation of our report dated September 29, 1995, relating to the balance
sheets of Alfacell Corporation as of July 31, 1995 and 1994, and the related
statements of operations, stockholders' deficiency, and cash flows for each of
the years in the three-year period ended July 31, 1995 and the period from
August 24, 1981 (date of inception) to July 31, 1995, which report appears in
the July 31, 1995 annual report on Form 10-KSB of Alfacell Corporation and to
the reference to our firm under the heading "Experts" in the prospectus.
Our report date September 29, 1995, contains an explanatory paragraph that
states that the Company's recurring losses from operations, its working capital
deficiency and net capital deficiency raise substantial doubt about the
entity's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of that
uncertainty. Further, our report, as it relates to the financial statements
for the period from August 24, 1981 (date of inception) to July 31, 1995, is
based on the report of other auditors as to the amount included therein for the
period from August 24, 1981 (date of inception) to July 31, 1992.
/S/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey
June 12, 1996
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Alfacell Corporation:
We consent to the use of our report included herein and to the reference to our
firm under the headings "Selected Financial Data" and "Experts" in the Post-
Effective Amendment No. 1 to the registration Statement (No. 33-81308) on Form
S-8 of Alfacell Corporation.
Our report dated December 9, 1992, except as to Note 18 which is July 19, 1993,
and Note 3 which is October 28, 1993, contains an explanatory paragraph that
states that the Company's recurring losses from operations, working capital
deficiency and net capital deficiency raise substantial doubt about the
entity's ability to continue as a going concern. The financial statements and
financial statement schedules do not include any adjustments that might result
from the outcome of that uncertainty.
/S/ ARMUS HARRISON & CO.
Armus Harrison & Co.
Mountainside, New Jersey
June 12, 1996
