[X]
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF
1934
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[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from __________ to
__________
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0-11088
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Commission
file number
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Delaware
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22-2369085
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(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
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PART
III
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|||
ITEM
10.
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Directors,
Executive Officers and Corporate Governance
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4
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|
ITEM
11.
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Executive
Compensation
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10
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|
ITEM
12.
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Security
Ownership of Certain Beneficial Owners
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||
and
Management and Related Stockholder Matters
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24
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||
ITEM
13.
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Certain
Relationships and Related Transactions and Director
Independence
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26
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|
ITEM
14.
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Principal
Accounting Fees and Services
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27
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ITEM
15.
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Exhibits
and Financial Statement Schedules
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28
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Name
|
Age
|
Director
Since
|
Current
Position With Company
|
John
P. Brancaccio
|
61
|
2004
|
Director
|
Stephen
K. Carter, M.D.
|
72
|
1997
|
Director
|
Donald
R. Conklin
|
73
|
1997
|
Director
|
Charles
Muniz(1)
|
55
|
2009
|
President,
Chief Executive Officer, Chief Financial Officer and
Director
|
Kuslima
Shogen(2)
|
64
|
1981
|
Director
|
David
Sidransky, M.D.
|
50
|
2004
|
Chairman
of the Board
|
Paul
M. Weiss, Ph.D.
|
51
|
2003
|
Director
|
Name
|
Age
|
Current
Position With Company
|
Officer
Since (3)
|
Charles
Muniz(1)
|
55
|
President,
Chief Executive Officer, Chief Financial Officer and
Director
|
2009
|
(1) Mr.
Muniz was elected as our Company’s President, Chief Operating Officer,
Chief Financial Officer and Director on April 3, 2009 and entered into an
employment agreement with the Company to serve as our President, Chief
Executive Officer and Chief Financial Officer on October 19,
2009.
|
(2) Ms.
Shogen retired from her position as our Company’s Chief Executive Officer
on March 31, 2009.
|
(3) Officers
of Alfacell hold office until their successors are elected and qualified
or until their earlier removal, death or
resignation.
|
Name
|
Compensation
Committee
|
Corporate
Governance
and
Nominating
Committee
|
Audit
Committee
|
Research
and Clinical
Oversight
Committee
|
Commercial
and Business
Development
Oversight
Committee
|
John
P. Brancaccio
|
**
|
**
|
|||
Stephen
K. Carter, M.D.
|
*
|
||||
Donald
R. Conklin
|
*
|
*
|
|||
David
Sidransky, M.D.
|
**
|
**
|
*
|
||
Paul
M. Weiss, Ph.D.
|
*
|
*
|
*
|
*
|
**
|
|
* Member
|
|
** Chair
|
·
|
Review
and approve executive compensation on an annual basis, including the
corporate goals and objectives to be used in evaluating the performance of
the CEO and determining the CEO’s
compensation;
|
·
|
Review
trends in management compensation, oversee the development of new
compensation plans and, when necessary, approve the revision of existing
plans;
|
·
|
Oversee
management’s decisions concerning compensation and performance for
non-executive officers;
|
·
|
Review
the Company’s incentive compensation and other stock-based plans and
recommend change to such plans to the Board as
needed;
|
·
|
Administer
stock plans and benefit programs and approve any amendments to existing
plans;
|
·
|
Recommend
director compensation;
|
·
|
Evaluate
compliance with the Company’s compensation plans and policies;
and
|
·
|
Review
the compensation policy for all of Alfacell’s
employees.
|
·
|
Identify
and evaluate individuals qualified to serve as members of the Board
(including individuals nominated by stockholders in proposals made in
writing to the Company’s Secretary that are timely received and that
contain sufficient background information concerning the nominee to enable
proper judgment to be made as to the nominee’s
qualifications);
|
·
|
Recommend
for the Board’s selection nominees for election as directors of the
Company at the next annual or special meeting of stockholders at which
directors are to be elected or to fill any vacancies then existing on the
Board;
|
·
|
Cause
to be prepared and recommend to the Board the adoption of corporate
governance guidelines and from time to time, review and assess the
guidelines and recommend changes for approval by the
Board;
|
·
|
From
time to time, review and assess the Code of Business Conduct and Ethics
and recommend changes for approval by the
Board;
|
·
|
Make
recommendations to the Board regarding issues of management succession;
and
|
·
|
Conduct
annual reviews and assessments of the adequacy of the Corporate Governance
and Nominating Committee Charter and recommend any proposed changes to the
Board for approval.
|
·
|
Appoint,
evaluate and, as the Committee may deem appropriate, terminate and replace
our independent registered public accounting
firm;
|
·
|
Monitor
the independence of our independent registered public accounting
firm;
|
·
|
Determine
the compensation to be paid to our independent registered public
accounting firm;
|
·
|
Review
with management and our independent registered public accounting firm the
effect of regulatory and accounting initiatives as well as off-balance
sheet structures on the Company’s financial
statements;
|
·
|
Review
the experience and qualifications of the Company’s senior finance
executives as well as senior members of the independent registered public
accounting firm team and the quality control procedures
thereof;
|
·
|
Pre-approve
all audit services and permitted non-audit services to be performed by our
independent registered public accounting firm and establish policies and
procedures for the engagement of our independent registered public
accounting firm to provide permitted non-audit
services;
|
·
|
Conduct
annual reviews and assessments of the adequacy of the Audit Committee
Charter and the continued independence of the independent registered
public accounting firm and recommend any proposed changes to the Board for
approval;
|
·
|
Advise
the Board with respect to the Company’s policies and procedures regarding
compliance with applicable laws and regulations and with the Company’s
Code of Business Conduct and
Ethics;
|
·
|
Review
all related-party transactions for potential conflict of interest
situations and approve such related-party
transactions;
|
·
|
Establish
procedures for the confidential and anonymous receipt, retention and
treatment of complaints regarding the Company’s accounting, internal
controls and auditing matters; and
|
·
|
Report
to the Board on all of the foregoing
matters.
|
·
|
Compensation
opportunities should attract the best talent, motivate individuals to
perform at their highest levels, reward outstanding achievement and retain
the leadership and skills necessary for building long-term stockholder
value;
|
·
|
Compensation
should include a bonus potential which is tied directly to operating
objectives; and
|
·
|
Compensation
should include a long-term incentive award generally in the form of stock
option grants to increase ownership in the Company and encourage
executives to manage from the perspective of owners of the
Company.
|
|
·
|
A
lump sum payment of $500,000 made within ten business days of the date of
the Retirement Agreement, from which Alfacell was entitled to deduct the
amount of the outstanding principal and accrued interest of $187,410 owed
by Ms. Shogen to Alfacell as of the date of the Retirement
Agreement.
|
|
·
|
If
the NDA for ONCONASE®
for the treatment of malignant mesothelioma is approved by the FDA, Ms.
Shogen would receive a one time payment equal to 5% of the initial
milestone payment payable to the Company by Par Pharmaceutical Inc.
(“Par”) pursuant to the License Agreement dated as of January 14, 2008 by
and between the Company and Par (the “License
Agreement”).
|
|
·
|
If
the NDA for ONCONASE®
for the treatment of malignant mesothelioma is approved by the FDA, Ms.
Shogen would also receive a payment of $350,000 on each of the first and
second anniversaries of the date of such approval for a total payment of
$700,000.
|
|
·
|
An
option (the “Option”) to purchase an aggregate of 1,000,000 shares of the
Company’s common stock under the 2004 Stock Incentive Plan at an exercise
price equal to the fair market value of the common stock as of the date of
the Retirement Agreement as determined under such plan. The Option has a
term of ten years and will become exercisable only upon the approval of
the NDA for ONCONASE®
for the treatment of malignant mesothelioma is approved by the FDA. As the
result of the option to purchase 250,000 shares of common stock granted
under the 2004 Stock Incentive Plan to Ms. Shogen on March 5, 2008 in
connection with the Company’s execution of the License Agreement and in
order to enable the Company to grant this Option to Ms. Shogen, the Board
of Directors amended the annual award limitation for a participant in the
2004 Stock Incentive Plan for 2008 as it relates to Ms. Shogen from
1,000,000 shares to 1,250,000
shares.
|
|
·
|
Payments
equal to 15% of any royalties payable with respect to net sales which are
received by Alfacell pursuant to any and all license agreements entered
into by Alfacell for the marketing and distribution of ONCONASE®
and any other products derived from amphibian source extract, produced
either as a natural, synthesized, and/or genetically engineered drug which
are covered by the claims of any issued patent owned or controlled by
Alfacell which is issued and valid as of December 31, 2007 (the “Licensed
Products”) and 5% of net sales of Licensed Products which Alfacell books
on its financial statements but only to the extent that the aggregate
annual net sales of Licensed Products upon which such royalty payments are
received by Alfacell and annual net sales of Licensed Products booked by
Alfacell when combined are in excess of $100 million in a year. In the
event either or both of the aggregate annual net sales of Licensed
Products upon which Alfacell receives royalties and the annual net sales
of Licensed Products which Alfacell books on its financial statements are
less than $100 million, but when combined such aggregate annual net sales
exceed $100 million, the payments to be received by Ms. Shogen in that
year will be paid with respect to the amount of such aggregate net sales
that exceeds $100 million and pro rated between the 15% Ms. Shogen is
entitled to receive on royalties received by Alfacell and the 5% Ms.
Shogen is entitled to receive on net sales booked by Alfacell based upon
the percentage of the total net sales of the Licensed Products that year
represented by aggregate net sales upon which Alfacell receives a royalty
and the net sales booked by Alfacell. Ms. Shogen’s rights to receive these
payments shall terminate when all claims under the relevant patents which
cover the Licensed Products have
expired.
|
Name
|
Death
or Total
Disability(1)
|
Voluntary
Termination or
Termination
for Cause(1)
|
Change
in
Control(1)
|
Charles
Muniz
|
$0
|
$0
|
$0
|
Kuslima
Shogen
|
$1,380
|
$1,380
|
$1,380
|
Lawrence
Kenyon
|
$0
|
$0
|
$0
|
(1)
|
These
amounts represent the aggregate in-the-money value of stock options which
would become vested as a direct result of the termination event or change
in control before the applicable stated vesting date. The stated vesting
date is the date at which an award would have vested absent such
termination event or change in control. This calculation of
value does not attribute any additional value to stock options based on
their remaining terms and does not discount the value of awards based on
the portion of the vesting period elapsed at the date of the termination
event or change in control. These amounts represent the
intrinsic value of stock options, based on a closing stock price of $0.28
on July 31, 2009.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive Plan Compensa-tion
|
Non-Qualified
Deferred Compensa-tion Earnings
($)
|
All
Other Compen-sation(2)
|
Total
($)
|
||||||||||||||||||||||
Charles Muniz |
2009
|
$ | 87,500 | (4) | - | - | - | - | $ | 11,041 | (5) | $ | 98,541 | ||||||||||||||||||
President, Chief | |||||||||||||||||||||||||||||||
Executive Officer and Chief Financial Officer(3) | |||||||||||||||||||||||||||||||
Kuslima Shogen |
2009
|
$ | 207,692 | - | - | - | - | $ | 139,241 | (7) | $ | 346,933 | |||||||||||||||||||
Chief Executive |
2008
|
$ | 278,877 | - | $ | 2,305,000 | $ | 500,000 | (8) | - | $ | 25,514 | (9) | $ | 3,109,391 | ||||||||||||||||
Officer(6)
|
2007
|
$ | 233,688 | - | $ | 565,460 | - | - | $ | 24,026 | (10) | $ | 823,174 | ||||||||||||||||||
Lawrence A. Kenyon |
2009
|
$ | 109,615 | $ | 109,615 | ||||||||||||||||||||||||||
President, Chief |
2008
|
$ | 215,231 | $ | 42,000 | - | - | - | $ | 6,990 | (12) | $ | 264,221 | ||||||||||||||||||
Financial
Officer, Corporate Secretary(11)
|
2007
|
$ | 104,192 | (13) | - | $ | 666,875 | - | - | $ | 38,157 | (14) | $ | 809,224 |
(1)
|
These
amounts represent the dollar amount recognized for financial statement
reporting purposes the grant date fair value of stock options granted to
the named executive officers in accordance with SFAS No.
123R. The grant date fair value was estimated using the
Black-Scholes stock option pricing model in accordance with SFAS No.
123R. Pursuant to the SEC rules, the amounts exclude the impact
of estimated forfeitures related to service-based vesting
conditions. Valuation assumptions used in the calculation are
as disclosed in the Annual Report on the Original Form 10-K for the year
ended July 31, 2009.
|
(2)
|
Excludes
perquisites and other personal benefits that in the aggregate do not
exceed $10,000. These amounts consist of Alfacell’s annual
contributions to a 401(k) plan unless otherwise
noted.
|
(3)
|
Mr.
Muniz was appointed as the Company’s President, Chief Operating Officer,
Chief Financial Officer and director to the Board on April 3,
2009.
|
(4)
|
Mr.
Muniz initially began consulting with the Company on February 9,
2009. On April 3, 2009, Mr. Muniz was appointed as the
Company’s President, Chief Operating Officer and Chief Financial
Officer. Given the Company’s difficult financial condition, Mr.
Muniz continued to receive consulting payments from the date he first
began consulting with the Company continuing through October 19,
2009. This amount represents consulting fee from his first day of
employment through July 31, 2009.
|
(5)
|
This
amount consists of travel cost between Mr. Muniz’ home state of Florida
and New Jersey for a period of six months totaling $5,218 and health
insurance reimbursement of $5,823 for fiscal year
2009.
|
(6)
|
Ms.
Shogen retired from the Company on March 31,
2009.
|
(7)
|
This
amount consists of post-retirement payments of $126,923, Alfacell’s annual
contribution to a 401(k) plan totaling $3,461 and a monthly auto allowance
totaling $8,857 for fiscal year
2009.
|
(8)
|
This
amount represents a lump sum payment as part of Ms. Shogen’s Retirement
Agreement in exchange for the termination of the Royalty
Agreement.
|
(9)
|
This
amount consists of Alfacell’s annual contribution to a 401(k) plan
totaling $9,999, a monthly auto allowance totaling $12,997 for fiscal year
2008 and premiums paid by the Company on a life insurance policy on Ms.
Shogen totaling $2,518. The Company is not the beneficiary of
the life insurance policy.
|
(10)
|
This
amount consists of Alfacell’s annual contribution to a 401(k) plan
totaling $6,738, a monthly auto allowance totaling $13,000 for fiscal year
2007 and premiums paid by the Company on a life insurance policy on Ms.
Shogen totaling $4,288. The Company is not the beneficiary of
the life insurance policy.
|
(11)
|
Mr.
Kenyon resigned as the Company’s President and Chief Financial Officer on
December 12, 2008 and as Corporate Secretary and director on the Board on
April 2, 2009.
|
(12)
|
This
amount consists of Alfacell’s annual contribution to a 401(k) plan.
|
(13)
|
Represents
salary for period commencing on January 16, 2007, Mr. Kenyon’s first
day of employment with the Company, through July 31,
2007.
|
(14)
|
As
part of Mr. Kenyon’s employment arrangements approved by the Board, the
Company provided for moving expenses totaling $9,146 and cost
of travel between his home state of Illinois and New Jersey for a period
of 12 months totaling $29,011. Alfacell made no contributions
to Mr. Kenyon’s 401(k) plan during the fiscal year ended July 31,
2007.
|
Grants
of Plan-Based Awards in Fiscal Year
2009
|
Name |
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Kuslima
Shogen(2)
|
23,000(3)
|
-
|
-
|
$0.85
|
8/21/09
|
23,000(3)
|
-
|
-
|
$0.49
|
10/4/09
|
|
23,000(3)
|
-
|
-
|
$0.49
|
10/7/09
|
|
69,000(3)
|
-
|
-
|
$0.26
|
10/7/09
|
|
30,000(3)
|
-
|
-
|
$1.58
|
9/19/09
|
|
90,000(3)
|
-
|
-
|
$1.58
|
10/7/09
|
|
150,000(3)
|
-
|
-
|
$6.73
|
10/7/09
|
|
100,000
|
-
|
-
|
$6.73
|
3/31/10
|
|
100,000(3))
|
-
|
-
|
$1.61
|
10/7/09
|
|
72,000(3)
|
-
|
-
|
$1.29
|
10/7/09
|
|
250,000
|
-
|
$2.18
|
3/31/10
|
||
1,000,000(4)
|
$2.00
|
4/25/18
|
|||
Lawrence
A. Kenyon(5)
|
225,000(3)
|
-
|
-
|
$1.55
|
8/17/09
|
(1)
|
The
Company does not have stock awards as part of its compensation program,
therefore the columns entitled “Stock Awards” have been omitted from this
table.
|
(2)
|
Ms.
Shogen retired from the Company on March 31,
2009.
|
(3)
|
These
options expired on their respective expiration
dates.
|
(4)
|
These
performance options are only exercisable upon the meeting of the
conditions set out in Ms. Shogen’s Retirement Agreement as described
above.
|
(5)
|
Mr.
Kenyon resigned as the Company’s President and Chief Financial Officer on
December 12, 2008 and as Corporate Secretary and director on April 2,
2009.
|
Option
Exercises and Stocks Vested
|
Name
|
Fees
Earned or Paid in Cash(1)
($)
|
Stock
Awards
($)
|
Option
Awards(2)
($)
|
Non-Equity
Incentive Plan Compensa-tion
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
($)
|
All
Other Compen-sation
($)
|
Total
($)
|
||||||||||||||||
John
P. Brancaccio
|
$7,500 | - | $5,600 | - | - | - | $13,100 | ||||||||||||||||
Stephen
K. Carter, M.D.
|
$7,500 | - | $4,000 | - | - | - | $11,500 | ||||||||||||||||
Donald
R. Conklin
|
$7,500 | - | $4,800 | - | - | - | $12,300 | ||||||||||||||||
James
J. Loughlin(3)
|
$7,500 | - | $5,600 | (3) | - | - | - | $13,100 | |||||||||||||||
David
Sidransky, M.D.
|
$7,500 | - | $14,400 | - | - | - | $21,900 | ||||||||||||||||
Paul
Weiss, Ph.D.
|
$7,500 | - | $8,000 | - | - | - | $15,500 |
____________________________
|
(1)
|
These
amounts represent the retainer paid for services as
director.
|
(2)
|
These
amounts represent the dollar amount recognized for financial statement
reporting purposes for the fair value of stock options granted to
non-employee directors for fiscal year 2009. The grant date
fair value of the options was estimated using the Black-Scholes stock
option pricing model in accordance with SFAS No.
123R. Valuation assumptions used in the calculation are as
disclosed in the Annual report on Original Form 10-K for the year ended
July 31, 2009.
|
(3)
|
Mr.
Loughlin resigned as a member of the Board on March 5,
2009. The stock options granted to him in December 2008 were
forfeited.
|
Name
|
Number
of
Options
Granted(1)
|
Exercise
Price of
Options
Granted
|
John
P. Brancaccio
|
35,000(2)
|
$0.24
|
Stephen
K. Carter, M.D.
|
25,000(3)
|
$0.24
|
Donald
R. Conklin
|
30,000(4)
|
$0.24
|
James
J. Loughlin(5)
|
35,000(5)
|
$0.24
|
David
Sidransky, M.D.
|
90,000(6)
|
$0.24
|
Paul
M. Weiss, Ph.D.
|
50,000(7)
|
$0.24
|
____________________________
|
(1)
|
All
the options listed here were granted on December 31, 2008, vest on
December 31, 2009, provided that the option holder continuously remains a
director until such time, and expire on December 31, 2014. The
exercise price of these options was the closing price of the Company’s
Common Stock on the date of the grant. As described above,
these options will be accelerated in full upon the resignation of the
non-employee director, except Dr. Sidransky, as requested by the Chairman
of the Board any time between October 19, 2009 and December 31,
2009.
|
(2)
|
Mr.
Brancaccio’s options are the result of his serving on the Audit Committee
and as Chairman of the Compensation
Committee.
|
(3)
|
Dr.
Carter’s’ options are the result of his serving on the Research and
Clinical Oversight Committee.
|
(4)
|
Mr.
Conklin’s options are the result of his serving on the Compensation
Committee and Commercial and Business Development Oversight
Committee.
|
(5)
|
Mr.
Loughlin’s options are the result of his serving on the Corporate
Governance and Nominating Committee and as Chairman of the Audit
Committee. Mr. Loughlin resigned as a member of the Board
on March 5, 2009 and these options were forfeited as a result of his
resignation.
|
(6)
|
Dr.
Sidransky’s options are the result of his serving as Chairman of the
Board, Chairman of the Corporate Governance and Nominating Committee,
Chairman of the Research and Clinical Oversight Committee and a member of
the Commercial and Business Development Oversight
Committee.
|
(7)
|
Dr.
Weiss’ options are the result of his serving on the Compensation
Committee, the Corporate Governance and Nominating Committee, the Audit
Committee, the Research and Clinical Oversight Committee and as Chairman
of the Commercial and Business Development Oversight
Committee.
|
Name
|
Number
of Securities
Underlying
Unexercised
Options
(#) Exercisable
|
Number
of Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
John
P. Brancaccio
|
13,750
|
-
|
$3.74
|
12/30/09
|
20,000
|
-
|
$4.38
|
12/30/10
|
|
20,000
|
-
|
$1.89
|
12/30/11
|
|
20,000
|
-
|
$1.60
|
12/30/12
|
|
15,000
|
-
|
$1.49
|
02/08/13
|
|
35,000
|
-
|
$1.72
|
12/31/13
|
|
-
|
35,000(2)
|
$0.24
|
12/31/14
|
|
Stephen
K. Carter, M.D.
|
15,000
|
-
|
$3.78
|
12/30/09
|
20,000
|
-
|
$4.38
|
12/30/10
|
|
20,000
|
-
|
$1.89
|
12/30/11
|
|
20,000
|
-
|
$1.60
|
12/30/12
|
|
5,000
|
-
|
$1.49
|
02/08/13
|
|
25,000
|
-
|
$1.72
|
12/31/13
|
|
-
|
25,000(2)
|
$0.24
|
12/31/14
|
|
Donald
R. Conklin
|
15,000
|
-
|
$3.78
|
12/30/09
|
20,000
|
-
|
$4.38
|
12/30/10
|
|
20,000
|
-
|
$1.89
|
12/30/11
|
|
20,000
|
-
|
$1.60
|
12/30/12
|
|
10,000
|
-
|
$1.49
|
02/08/13
|
|
30,000
|
-
|
$1.72
|
12/31/13
|
|
-
|
30,000(2)
|
$0.24
|
12/31/14
|
Name
|
Number
of Securities
Underlying
Unexercised
Options
(#) Exercisable
|
Number
of Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
James
J. Loughlin(3)
|
13,750(4)
|
-
|
$3.74
|
9/11/09
|
20,000(4)
|
-
|
$4.38
|
9/11/09
|
|
20,000(4)
|
-
|
$1.89
|
9/11/09
|
|
20,000(4)
|
-
|
$1.60
|
9/11/09
|
|
15,000(4)
|
-
|
$1.49
|
9/05/09
|
|
35,000(4)
|
-
|
$1.72
|
9/05/09
|
|
-
|
35,000(2)(5)
|
$0.24
|
12/31/14
|
|
David
Sidransky, M.D.
|
8,750
|
-
|
$8.18
|
12/30/09
|
20,000
|
-
|
$4.38
|
12/30/10
|
|
20,000
|
-
|
$1.89
|
12/30/11
|
|
20,000
|
-
|
$1.60
|
12/30/12
|
|
70,000
|
-
|
$1.49
|
02/08/13
|
|
90,000
|
-
|
$1.72
|
12/31/13
|
|
-
|
90,000(2)
|
$0.24
|
12/31/14
|
|
Paul
M. Weiss, Ph.D.
|
15,000
|
-
|
$3.78
|
12/30/09
|
20,000
|
-
|
$4.38
|
12/30/10
|
|
20,000
|
-
|
$1.89
|
12/30/11
|
|
20,000
|
-
|
$1.60
|
12/30/12
|
|
30,000
|
-
|
$1.49
|
02/08/13
|
|
50,000
|
-
|
$1.72
|
12/31/13
|
|
-
|
50,000(2)
|
$0.24
|
12/31/14
|
____________________________
|
(1)
|
The
Company does not have stock awards as part of its compensation program,
therefore the columns entitled “Stock Awards” have been omitted from this
table.
|
(2)
|
These
options vest on December 31, 2009, provided that the option holder
continuously remains a director as of December 31,
2009.
|
(3)
|
Mr.
Loughlin resigned as a member of the Board on March 5,
2009.
|
(4)
|
These
options expired on their respective expiration
dates.
|
(5)
|
These
options were forfeited as a result of Mr. Loughlin’s
resignation.
|
Name
and address of beneficial
owner
or identity of group
|
Amount
and Nature of
Beneficial
Ownership
|
Percent
of shares
outstanding(1)
|
McCash
Family Limited Partnership
N3810
S. Grand Oak Drive
Iron
Mountain, MI 49801
|
5,046,383(2)
|
10.3%
|
James
O. McCash, and the James O. McCash Trust
N3820
S. Grand Oak Drive
Iron
Mountain, MI 49801
|
2,910,820(3)
|
6.1%
|
Knoll
Capital Management LP, Fred Knoll and Europa International,
Inc.,
Knoll
Special Opportunities Fund II Master Fund Ltd., KOM Capital
Management,
LLC, Patrick O’Neill(4)
666
Fifth Avenue, Suite 3702
New
York, NY 10103
|
4,485,520(5)
|
9.4%
|
(1)
|
The
percentage of stock outstanding for each stockholder is calculated by
dividing (i) the number of shares deemed to be beneficially held by such
stockholder as of the date of the calculation (including the number of
shares issuable upon exercise of options or warrants held by such
stockholder which were exercisable as of the date as of the calculation or
which will become exercisable within 60 days after the date of such
calculation) by (ii) the sum of (A) the number of shares of Common Stock
outstanding as of the date of the calculation, plus (B) the number of
shares issuable upon exercise of options or warrants held by such
stockholder which were exercisable as of the date of the calculation or
which will become exercisable within 60 days after the date of such
calculation.
|
(2)
|
Includes
1,624,821 shares subject to warrants which are currently exercisable or
will become exercisable within 60 days of October 15, 2009. The
information concerning the stock ownership of the McCash Family Limited
Partnership was obtained from the Schedule 13D/A filed with the SEC on
January 8, 2007 and other information known to the
Company.
|
(3)
|
The
information concerning the stock ownership of the James O. McCash, and the
James O. McCash Trust was obtained from the Schedule 13G/A filed with the
SEC on February 5, 2008 and other information known to the
Company.
|
(4)
|
The
information concerning the stock ownership of Knoll Capital Management LP,
Fred Knoll and Europa International, Inc., Knoll Special Opportunities
Fund II Master Fund Ltd., KOM Capital Management, LLC, Patrick O’Neill was
obtained from the Schedule 13G/A filed with the SEC on February 17, 2009
and other information known to the Company.
|
(5)
|
Includes
428,572 shares subject to warrants which are currently exercisable or will
become exercisable within 60 days of October 15,
2009.
|
Name
and address of beneficial
owner
or identity of group(1)
|
Position
|
Amount
and Nature
of
Beneficial Ownership(2)
|
Percent
of shares
outstanding(3)
|
Charles
Muniz
|
President,
Chief Executive Officer, Chief Financial Officer and
Director
|
610,000(4)
|
1.3%
|
John
P. Brancaccio
|
Director
|
130,050(5)
|
*
|
Stephen
K. Carter, M.D.
|
Director
|
120,000(6)
|
*
|
Donald
R. Conklin
|
Director
|
500,500(7)
|
1.1%
|
Kuslima
Shogen
|
Director
|
1,156,445(8)
|
2.4%
|
David
Sidransky, M.D.
|
Chairman
of the Board
|
273,750(9)
|
*
|
Paul
M. Weiss, Ph.D.
|
Director
|
195,090(10)
|
*
|
All
Named Executive Officers and directors as a group (7
persons)
|
2,985,835(11)
|
6.2%
|
____________________________
|
*
|
Represents
less than 1% of Alfacell’s outstanding Common Stock.
|
(1)
|
Unless
otherwise indicated below, the persons in the above table have sole voting
and investment power with respect to all shares beneficially owned by
them. The address of all Named Executive Officers and directors
is c/o Alfacell Corporation, 300 Atrium Drive, Somerset, New Jersey,
08873.
|
(2)
|
All
shares listed are Common Stock. Except as discussed below, none
of these shares are subject to rights to acquire beneficial ownership, as
specified in Rule 13d-3(1) under the Exchange Act, and the beneficial
owner has sole voting and investment power, subject to community property
law where applicable.
|
(3)
|
The
percentage of stock outstanding for each stockholder is calculated by
dividing (i) the number of shares deemed to be beneficially held by such
stockholder as of October 15, 2009 (including the number of shares
issuable upon exercise of options or warrants held by such stockholder
which were exercisable as of the date as of the calculation or which will
become exercisable within 60 days after the date of such calculation) by
(ii) the sum of (A) the number of shares of Common Stock outstanding as of
October 15, 2009 plus (B) the number of shares issuable upon exercise of
options or warrants held by such stockholder which were exercisable as of
October 15, 2009 or which will become exercisable within 60 days after
October 15, 2009.
|
(4)
|
Includes
300,000 shares of Common Stock owned by Mr. Muniz’
wife.
|
(5)
|
Includes
123,750 shares underlying options which are currently exercisable or which
will become exercisable within 60 days after October 15,
2009.
|
(6)
|
Includes
105,000 shares underlying options which are currently exercisable or which
will become exercisable within 60 days after October 15,
2009.
|
(7)
|
Includes
115,000 shares underlying options which are currently exercisable or which
will become exercisable within 60 days after October 15,
2009.
|
(8)
|
Includes
422,000 shares underlying options which are currently exercisable or which
will become exercisable within 60 days after October 15,
2009.
|
(9)
|
Includes
228,750 shares underlying options which are currently exercisable or which
will become exercisable within 60 days after October 15,
2009.
|
(10)
|
Includes
6,535 shares of Common Stock owned by Mr. Weiss’ wife and 155,000 shares
underlying options which are currently exercisable or which will become
exercisable within 60 days after October 15, 2009.
|
(12)
|
Includes
all shares owned beneficially by the directors and the executive officers
named in the table.
|
Plan Category
|
Number
of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities
reflected in column (a))
|
(a)
|
(b)
|
(c)
|
|
Equity
compensation plans approved by security holders
|
4,771,650
|
$
2.64
|
5,012,500
|
(a)(1)
and (2)
|
The
information required by this item is incorporated herein by reference to
the financial statements and notes thereto listed in Item 8 of Part II of
the Original Form 10-K.
|
(a)(3)
|
All
exhibits filed by the Company in its Original Form 10-K are incorporated
herein by reference. The following exhibits are filed as a part
of this report
|
Exhibit
No.
|
Item Title
|
Filed
Herewith or Incorporated by
Reference
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
+
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
+
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
*
|
32.2
|
Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
*
|
Dated:
November 30, 2009
|
By: /s/ CHARLES MUNIZ
Charles Muniz, Chief Executive Officer, President and Chief Financial
Officer
|
Dated: November
30, 2009
|
/s/
CHARLES MUNIZ
Charles
Muniz, Chief Executive Officer, President,
Chief
Financial Officer (Principal Executive Officer,
Principal
Financial Officer and Principal Accounting
Officer)
and Director
|
Dated: November
30, 2009
|
/s/
DAVID SIDRANSKY
David
Sidransky, M.D., Chairman of the
Board
|
Dated: November
30, 2009
|
/s/
JOHN P. BRANCACCIO
John
P. Brancaccio, Director
|
Dated: November
__, 2009
|
_______________________
Stephen
K. Carter, M.D., Director
|
Dated: November
30, 2009
|
/s/
DONALD R. CONKLIN
Donald
R. Conklin, Director
|
Dated: November
__, 2009
|
_______________________
Kuslima
Shogen, Director
|
Dated: November
30, 2009
|
/s/
PAUL M. WEISS
Paul
M. Weiss, Ph.D., Director
|