UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(B)
December 31, 1997
Date of Event which Requires
filing this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Under the Securities Exchange Act of 1934
(Amendment No._____)*
Alfacell Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
015404106
(CUSIP Number)
*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).
<PAGE>
CUSIP No. 015404106 13G Page 2 of 6 Pages
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1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
KUSLIMA SHOGEN
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5. SOLE VOTING POWER
SHARES 2,544,587 as of December 31, 1997 (has the right to
BENEFICIALLY acquire 1,245,967 of such shares upon the exercise of
OWNED BY options which are currently exercisable or which will
EACH become exercisable within 60 days of December 31, 1997).
REPORTING
PERSON 2,881,827 as of January 31, 1998 (has the right to
WITH acquire 1,583,207 of such shares upon the exercise of
options which are currently exercisable or which will
become exercisable within 60 days of January 31, 1998).
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6. SHARED VOTING POWER
-0-
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7. SOLE DISPOSITIVE POWER
2,544,587 as of December 31, 1997 (has the right to
acquire 1,245,967 of such shares upon the exercise of
options which are currently exercisable or which will
become exercisable within 60 days of December 31, 1997).
2,881,827 as of January 31, 1998 (has the right to
acquire 1,583,207 of such shares upon the exercise of
options which are currently exercisable or which will
become exercisable within 60 days of January 31, 1998).
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,544,587 as of December 31, 1997 (has the right to acquire 1,245,967 of
such shares upon the exercise of options which are currently exercisable
or which will become exercisable within 60 days of December 31, 1997).
2,881,827 as of January 31, 1998 (has the right to acquire 1,583,207 of
such shares upon the exercise of options which are currently exercisable
or which will become exercisable within 60 days of January 31, 1998).
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
<PAGE>
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.8% as of December 31, 1997; 17.5% as of January 31, 1998
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (See Instructions)*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 7
<PAGE>
Item 1 (a) Name of Issuer:
ALFACELL CORPORATION
Item 1 (b) Address of Issuer's Principal Executive Offices:
225 Belleville Avenue
Bloomfield, NJ 01003
Item 2 (a) Name of Person Filing:
KUSLIMA SHOGEN
Item 2 (b) Address of Principal Business Office or, if none,
Residence
SEE ITEM 1(b) ABOVE
Item 2 (c) Citizenship:
SEE ITEM 4 OF COVER SHEET
Item 2 (d) Title of Class of Securities:
Common Stock, $.001 par value
Item 2 (e) CUSIP Number:
015404106
Item 3.
NOT APPLICABLE
Item 4. Ownership
(a) Amount Beneficially Owned:
2,544,587 shares of Common Stock as of December 31,
1997 (includes 1,245,967 shares of Common Stock
issuable upon exercise of options which are currently
exercisable or which will become exercisable within
60 days of December 31, 1997).
2,881,827 shares of Common Stock as of January 31,
1998 (has the right to acquire 1,583,207 of such
shares upon the exercise of options which are
currently exercisable or which will become
exercisable within 60 days of January 31, 1998)
PAGE 3 OF 7
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(b) Percent of Class:
15.8% as of December 31, 1997; 17.5% as of
January 31, 1998
(c): Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: SEE
ITEM 5 OF COVER SHEET.
(ii) Shared power to vote or to direct the vote:
SEE ITEM 6 OF COVER SHEET.
(iii) Sole power to dispose or to direct the
disposition of: SEE ITEM 7 OF COVER SHEET.
(iv) Shared power to dispose or to direct the
disposition of: SEE ITEM 8 OF COVER SHEET.
Item 5. Ownership of 5% or less of a Class:
If this Statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial holder of more than
five percent of the class of securities, check the following box.
[ ]
Item 6. Ownership of more than 5% on behalf of another person:
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security being reported on by the Parent Holding
Company:
NOT APPLICABLE
Item 8. Identification and Classification of Members of the
Group:
NOT APPLICABLE
PAGE 4 OF 7
<PAGE>
Item 9. Notice of Dissolution of Group:
NOT APPLICABLE
Item 10. Certification:
NOT APPLICABLE
PAGE 5 OF 7
<PAGE>
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.
February 17, 1998
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Date
/s/ KUSLIMA SHOGEN
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Signature
KUSLIMA SHOGEN
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Name/Title
PAGE 6 OF 7
