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): November 24, 2004
ALFACELL CORPORATION.
(Exact name of registrant as specified in its charter)
Delaware 0-11088 22-2369085
(State or other jurisdiction of (Commission (IRS Employer
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: (973) 748-8082
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 Regulation FD Disclosure
In January 2001, Kuslima Shogen, chief executive officer of Alfacell Corporation
(the "Company"), pledged 900,000 shares of her common stock in the Company to
Global Aggressive Growth Fund Limited ("Global") to secure a personal loan. In
turn, Ms. Shogen entered into an agreement with the Company to loan the net
proceeds to the Company.
Pursuant to the agreement with Global, Ms. Shogen made bi-annual payments for
interest and principal through early 2004. Several months ago, Ms. Shogen
attempted to contact Global in order to payoff the outstanding balance of the
loan and seek return of her 900,000 shares. Ms. Shogen, however, was unable to
locate Global or any of its representatives. After numerous unsuccessful
attempts to reach Global, Ms. Shogen retained independent counsel to help her
resolve this issue.
Ms. Shogen's counsel has recently advised her that recovery of her missing
shares from Global or any of its directors or officers is unlikely because
Global appears to have fraudulently sold the shares and Global may now be
defunct. Therefore, Ms. Shogen's beneficial ownership in the Company has been
reduced by 900,000 shares. Ms. Shogen has informed the Company that she has
engaged her own independent counsel to initiate proceedings against Global and
other third parties either to recover monetary damages or to compel those
responsible for her loss to repurchase the missing 900,000 shares of the Company
in the open market and deliver them to Ms. Shogen.
Please note that given the uncertainties of litigation, it is impossible to
predict with any certainty the outcome of such proceedings.
This Form 8-K includes statements that may constitute "forward-looking"
statements, usually containing the words "believe", "estimate", "project",
"expect" or similar expressions. Any such forward-looking statements are based
on assumptions that the Company believes are reasonable, but are subject to a
wide range of risks and uncertainties and, therefore, there can be no assurance
that actual results may not differ materially from those expressed or implied by
such forward-looking statements. Factors that would cause or contribute to such
differences include, but are not limited to, uncertainties involved in
transitioning from concept to product, uncertainties involving the ability of
the Company to finance research and development activities, potential challenges
to or violations of patents, uncertainties regarding the outcome of clinical
trials, the Company's ability to secure necessary approvals from regulatory
agencies, dependence upon third-party vendors, and other risks discussed in the
Company's periodic filings with the Securities and Exchange Commission. By
making these forward-looking statements, the Company undertakes no obligation to
update these statements for revisions or changes after the date of this Form
8-K.
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: November 24, 2004
By: /s/ Kuslima Shogen
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Kuslima Shogen
Chief Executive Officer