As filed with the Securities and Exchange Commission February 23, 2000
Registration No. 333-48975
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Post Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
under
The Securities Act of 1933
--------------------
ALFACELL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
22-2369085
(I.R.S. Employer Identification Number)
225 Belleville Avenue
Bloomfield, New Jersey 07003
(973) 748-8082
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
Kuslima Shogen
Chief Executive Officer
Alfacell Corporation
225 Belleville Avenue
Bloomfield, New Jersey 07003
(973) 748-8082
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Kevin T. Collins, Esq.
Dorsey & Whitney LLP
250 Park Avenue
New York, New York 10177
(212) 415-9200
Approximate date of commencement of proposed sale to the public: Not applicable
--------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box:|_|
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: |_| __________________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earliest effective registration statement
for the same offering: |_| __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: |_|
================================================================================
<PAGE>
Alfacell Corporation ("Alfacell") has heretofore filed Form S-3
Registration Statement No. 333-48975 (the "Registration Statement") which
originally registered 3,918,299 shares of Alfacell common stock, par value
$0.001 per share (the "Common Stock"), for sale by certain holders of Common
Stock, warrants to purchase Common Stock and options to purchase Common Stock
(collectively, the "Selling Stockholders"). 1,936,600 shares have been sold by
such Selling Stockholders pursuant to the Registration Statement. As Alfacell is
no longer eligible to use Form S-3, it hereby amends the Registration Statement
to deregister the 1,981,699 shares of Common Stock not sold pursuant to the
Registration Statement prior to October 31, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to 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 February 9, 2000.
ALFACELL CORPORATION
By: /s/ Kuslima Shogen
-------------------------------
Kuslima Shogen
Chief Executive Officer
3
