UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
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 01003
(973)748-8082
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1998
(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(e) or 13d-1(f) or 13d-1(g), check the following
box. [_]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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 13D Page 2 of 6 pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kuslima Shogen
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,881,827 (includes 1,583,207 shares subject to options
BENEFICIALLY which are currently exercisable or which will become
OWNED BY exercisable within 60 days of January 31, 1998)
EACH --------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON -0-
WITH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,881,827 (includes 1,583,207 shares subject to options
which are currently exercisable or which will become
exercisable within 60 days of January 31, 1998)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,881,827 (includes 1,583,207 shares subject to options which are
currently exercisable or which will become exercisable within 60 days of
January 31, 1998)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
= [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 pages
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
The person (the "Reporting Person") filing this statement is Kuslima
Shogen, Chief Exeuctive 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.
During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors)
The Securities and Exchange Commission (the "SEC") has advised the
Reporting Person that the Division of Enforcement of the SEC (the "Enforcement
Division") had commenced an informal investigation of certain allegedly late
filings required to be made by the Reporting Person pursuant to Sections 13 and
16 of the Securities Exchange Act of 1934, which occurred during the years 1983
to 1994. The SEC also asked the Reporting Person to confirm on a voluntary basis
whether all other changes in beneficial ownership had in fact been previously
fully reported. The Reporting Person subsequently filed a Form 5 on July 31,
1997 reporting all unreported transactions. The Reporting Person and the Issuer
have been cooperating fully with the SEC in connection with its investigation.
The staff of the Enforcement Division has agreed to recommend to the SEC, and
the Reporting Person have submitted to the SEC, an Offer of Settlement relating
to this matter which would result in the Reporting Person consenting to the
entry of a cease-and-desist order in which they will neither admit nor deny the
allegations made by the SEC and the payment of monetary penalties totaling
$40,000. The SEC has advised the Reporting Person that it has accepted the Offer
of Settlement of the Reporting Person and a consent decree is expected to be
issued shortly.
The Securities and Exchange Commission (the "SEC") has advised the
Reporting Person that forms relating to her beneficial ownership of the Issuer's
securities which occurred between three and fifteen years ago, with one
exception, had been filed late. The SEC also asked the Reporting Person to
confirm on a voluntary basis whether all other changes in beneficial ownership
had in fact been previously fully reported. The Reporting Person subsequently
filed a Form 5 on July 31, 1997 reporting all unreported transactions. [The
Reporting Person has entered a preliminary agreement with the SEC pertaining to
these filing deficiencies in settlement of the SEC's inquiry.]
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person received the grants of stock and/or options to
purchase Common Stock from the Company pursuant to certain employee benefit
transactions. [In addition, the Reporting Person personally borrowed funds from
financial institutions to finance the Issuer's operations, for which she
received securities of the Issuer in exchange.]
Item 4. Purpose of the Transaction
The Common Stock and options to purchase Common Stock were acquired by the
Reporting Person as the founder and subsequently an employee of the Issuer.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially owns 2,881,827 shares of Common
Stock, consisting of 1,298,620 shares of Common Stock currently issued and
1,583,207 shares underlying options to purchase
<PAGE>
Page 4 of 6 pages
Common Stock held by the Reporting Person. Such shares constitute 17.5% 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 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.
(e) Not applicable.
<PAGE>
Page 5 of 6 pages
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
<PAGE>
Page 6 of 6 pages
Signature
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, the undersigned certifies that the information set
forth in this statement by or about the undersigned is true, complete and
correct.
Date: February 17, 1998
By: /s/ Kuslima Shogen
------------------------------------
Kuslima Shogen
