SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
Alfacell Corporation
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(Name of Issuer)
Common Stock, $.001 per share
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(Title of Class of Securities)
015404106
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of 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)
*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).
SCHEDULE 13G
CUSIP NO. 015404106 Page 2 of 6
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 5 SOLE VOTING POWER
SHARES Not Applicable
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,095,254 (See Item 4)
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING Not Applicable
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,095,254 (See Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,095,254 (See Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9% (See Item 4)
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12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP NO. 015404106 Page 3 of 6
Item 1(a). Name of Issuer:
Alfacell Corporation, a Delaware corporation (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
225 Belleville Avenue
Bloomfield, NJ 07003
Items 2(a), Name of Persons Filing, Address of Principal Business Office and
(b) and (c). Citizenship:
This Amendment No. 2 to Schedule 13G is being filed on behalf of
Michael A. Roth and Brian J. Stark, as joint filers
(collectively, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement,
a copy of which is filed with this Amendment No. 2 to Schedule
13G as Exhibit 1, pursuant to which the Reporting Persons have
agreed to file this Amendment No. 2 to Schedule 13G jointly in
accordance with the provisions of Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended.
The principal business office of the Reporting Persons is 3600
South Lake Drive, St. Francis, WI 53235.
Item 2(d). Title of Class of Securities:
Common Stock, $.001 par value, of the Issuer (the "Common Stock")
Item 2(e). CUSIP Number:
015404106
Item 3. Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
2,095,254 shares of Common Stock*
(b) Percent of class:
Based on 35,242,445 shares of Common Stock of the Issuer
outstanding as of December 6, 2004 (as set forth in the
Issuer's 10-Q for the quarter ended October 31, 2004), the
Reporting Persons hold approximately 5.9%* of the issued and
outstanding Common Stock of the Issuer.
SCHEDULE 13G
CUSIP NO. 015404106 Page 4 of 6
(c) Number of shares to which such Reporting Persons have:
(i) Sole power to vote or direct the vote: None
(ii) Shared power to vote or direct the vote: 2,095,254*
(iii) Sole power to dispose or to direct the disposition of:
None
(iv) Shared power to dispose of or direct the disposition
of: 2,095,254*
*The Reporting Persons beneficially own an aggregate of
2,095,254 shares of Common Stock. The foregoing amount of
Common Stock and percentage ownership represent the combined
indirect holdings of Michael A. Roth and Brian J. Stark. The
shares of Common Stock reported in this Schedule 13G do not
include certain shares of Common Stock issuable upon the
exercise of warrants held by the Reporting Persons. Such
warrants held by the Reporting Persons are subject to
conversion caps that preclude the holder thereof from
utilizing its exercise rights to the extent that it would
beneficially own (determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange
Act")) in excess of 4.999% of the Common Stock, giving
effect to such exercise.
All of the foregoing represents an aggregate of 2,095,254
shares of Common Stock held directly by SF Capital Partners
Ltd. ("SF Capital"). The Reporting Persons are the Managing
Members of Stark Offshore Management, LLC ("Stark
Offshore"), which acts as investment manager and has sole
power to direct the management of SF Capital. Through Stark
Offshore, the Reporting Persons possess voting and
dispositive power over all of the foregoing shares.
Therefore, for the purposes of Rule 13d-3 under the Exchange
Act, the Reporting Persons may be deemed to be the
beneficial owners of, but hereby disclaim such beneficial
ownership of, the foregoing shares.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported By the Parent Holding
Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of a Group.
SCHEDULE 13G
CUSIP NO. 015404106 Page 5 of 6
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SCHEDULE 13G
CUSIP NO. 015404106 Page 6 of 6
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.
Dated: February 14, 2005
/s/ Michael A. Roth
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Michael A. Roth
/s/ Brian J. Stark
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Brian J. Stark
SCHEDULE 13G
CUSIP NO. 015404106
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
2,095,254 shares of Common Stock, $.001 par value of Alfacell Corporation and
further agree that this Joint Filing Agreement shall be included as an exhibit
to such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on February 14, 2005
/s/ Michael A. Roth
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Michael A. Roth
/s/ Brian J. Stark
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Brian J. Stark