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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of
Report (Date of earliest event reported) JUNE 11, 1996
ALFACELL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-11088 22-2369085
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification)
225 BELLEVILLE AVENUE BLOOMFIELD, NEW JERSEY 07003
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 748-8082
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
In June 1996 Alfacell Corporation (the "Company") completed a private
placement (the "June 1996 Private Placement") resulting in the issuance of
1,722,646 shares of common stock, $.001 par value (the "Common Stock") and
313,800 three year warrants (the "Warrants") each to purchase one share of
Common Stock at an exercise price of $7.50 per share to private and
institutional investors. The Common Stock was sold alone for $3.70 per
share and in units, each consisting of three shares of Common Stock and one
Warrant, at a per unit price of $12.52. The June 1996 Private Placement
resulted in net proceeds to the Company of approximately $5,700,000, after
the payment of certain expenses in connection with the offering. During
May and June 1996 stock options held by certain members of management and
others were exercised resulting in the issuance of an aggregate of 241,600
shares of Common Stock and approximately $794,000 in proceeds to the
Company.
The following table sets forth the balance sheet of the Company at
April 30, 1996 and as adjusted on an unaudited pro forma basis solely to
reflect the net proceeds received subsequent to April 30, 1996 from the
issuance and sale of shares of Common Stock and Warrants in the June 1996
Private Placement and proceeds from the exercise of stock options in May
and June 1996. Information as of April 30, 1996 was derived from the
Company's quarterly report on Form 10-QSB for the quarter ended April 30,
1996 and the following table should be read in conjunction with such
quarterly report.
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April 30, 1996
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<CAPTION>
ASSETS Unaudited
Actual Proforma
(UNAUDITED) AS ADJUSTED
<S> <C> <C> <C> <C>
Current assets:
Cash $ 657,043 $ 7,146,748
Marketable securities (at cost which
approximates fair value) 1,700,000 1,700,000
Prepaid expenses 90,746 90,746
Total current assets 2,447,789 8,937,494
Property and equipment, net of accumulated
depreciation and amortization of $682,190 at April
30, 1996 114,602 114,602
Other assets:
Deferred debt costs, net 25,062 25,062
Other 28,454 28,454
53,516 53,516
Total assets $ 2,615,907 $ 9,105,612
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 93,280 $ 93,280
Loans and interest payable, related party 1,250 1,250
Accounts payable 351,764 351,764
Accrued payroll and expenses, related parties 209,046 209,046
Accrued expenses 139,289 139,289
Total current liabilities 794,629 794,629
Long-term debt, less current portion 1,418,448 1,418,448
Total liabilities 2,213,077 2,213,077
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value
Authorized and unissued, 1,000,000
shares at April 30, 1996 -- --
Common stock $.001 par value
Authorized 25,000,000 shares at April
30, 1996;
Issued and outstanding 11,900,679 shares
at April 30, 1996 and 13,657,609 shares at April
30, 1996 as adjusted 11,901 13,657
Capital in excess of par value 39,996,257 46,484,205
Deficit accumulated during development stage (39,605,327) (39,605,327)
Total stockholders' equity 402,830 6,892,535
Total liabilities and stockholders' equity $ 2,615,907 $ 9,105,612
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: July 16, 1996
ALFACELL CORPORATION
(Registrant)
By: /s/ GAIL E. FRASER
GAIL E. FRASER
Vice President, Finance
and Chief Financial Officer
