-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Id7L03LCr7YLPQJLEP7Gq/sj+Qas8QID3dLAHU1b1oB4O71TYeMHMMDBqtW6PxDQ ajLHZilXlrFBXrUYkRzg5Q== 0001005477-06-000469.txt : 20060209 0001005477-06-000469.hdr.sgml : 20060209 20060209163429 ACCESSION NUMBER: 0001005477-06-000469 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 GROUP MEMBERS: JAMES O MCCASH TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McCash James O CENTRAL INDEX KEY: 0001303227 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 973-748-8082 MAIL ADDRESS: STREET 1: N3820 S GRAND OAK DRIVE CITY: IRON MOUNTAIN STATE: MI ZIP: 49801 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALFACELL CORP CENTRAL INDEX KEY: 0000708717 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222369085 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45493 FILM NUMBER: 06593492 BUSINESS ADDRESS: STREET 1: 225 BELLEVILLE AVE CITY: BLOOMFIELD STATE: NJ ZIP: 07003 BUSINESS PHONE: 9737488082 MAIL ADDRESS: STREET 1: 225 BELLEVILLE AVE STREET 2: 225 BELLEVILLE AVE CITY: BLOOMFIELD STATE: NJ ZIP: 07003 SC 13G/A 1 file001.txt AMENDMENT NUMBER 2 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Rule 13d-102 Under the Securities Exchange Act of 1934 (Amendment No. 2)* Alfacell Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 015404106 - -------------------------------------------------------------------------------- (CUSIP Number) 12/31/2005 - -------------------------------------------------------------------------------- (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) |_| Rule 13d-1 (c) |X| 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 disclosures provided in a prior cover page. The information required on 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 1 of 5 Pages CUSIP No. 015404106 - -------------------------------------------------------------------------------- (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. McCash, James O. - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| - -------------------------------------------------------------------------------- (3) SEC use only. - -------------------------------------------------------------------------------- (4) Citizenship or place of organization. James O. McCash is an American citizen & a resident of the State of Michigan - -------------------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 3,362,734 shares, of which 53,668 shares held by James O. McCash directly and 3,309,066 shares held by the James O. McCash Trust (includes 120,000 shares subject to warrants). (1) (6) Shared voting power: 0 (7) Sole dispositive power: 3,362,734 shares, of which 53,668 shares held by James O. McCash directly and 3,309,066 shares held by the James O. McCash Trust (includes 120,000 shares subject to warrants). (1) (8) Shared dispositive power: 0 - -------------------------------------------------------------------------------- (9) Aggregate amount beneficially owned by each reporting person. 3,362,734 shares, of which 53,668 shares held by James O. McCash directly and 3,309,066 shares held by the James O. McCash Trust (includes 120,000 shares subject to warrants). (1) - -------------------------------------------------------------------------------- (10) Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). - -------------------------------------------------------------------------------- (11) Percent of class represented by amount in Row 9. 9.14% - -------------------------------------------------------------------------------- (12) Type of reporting person (see instructions). IN - -------------------------------------------------------------------------------- - ---------- (1) (a) 3,309,066 of these shares are held by the James O. McCash Trust, for which this Reporting Person is the Trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this statement shall not be deemed an admission of beneficial ownership of the reported shares for any purpose. (b) On October 10, 2005, 320,157 shares of common stock held by the James O. McCash Trust were gifted by the Reporting Person to others. (c) Between October 26, 2005 and December 7, 2005, a total of 29,900 shares of common stock were purchased on the open market in the name of the James O. McCash Trust, on the following dates and in the following amounts: 10,000 shares on October 26, 2005, 6,900 shares on October 29, 2005, 3,100 shares on November 30, 2005, 5,000 shares on December 2, 2005, and 4,900 shares on December 7, 2005. Page 2 of 5 Pages CUSIP No. 015404106 - -------------------------------------------------------------------------------- (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. James O McCash Trust - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| - -------------------------------------------------------------------------------- (3) SEC use only. - -------------------------------------------------------------------------------- (4) Citizenship or place of organization. The Trust was formed pursuant to the laws of the State of Michigan. - -------------------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 3,309,066 (includes 120,000 shares subject to warrants). (1) (6) Shared voting power: 0 (7) Sole dispositive power: 3,309,066 (includes 120,000 shares subject to warrants). (1) (8) Shared dispositive power: 0 - -------------------------------------------------------------------------------- (9) Aggregate amount beneficially owned by each reporting person. 3,309,066 (includes 120,000 shares subject to warrants). (1) - -------------------------------------------------------------------------------- (10) Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). - -------------------------------------------------------------------------------- (11) Percent of class represented by amount in Row 9. 9.0% - -------------------------------------------------------------------------------- (12) Type of reporting person (see instructions). OO - -------------------------------------------------------------------------------- - ---------- (1) (a) On October 10, 2005, 320,157 shares of common stock held by the James O. McCash Trust were gifted by the Reporting Person to others. (b) Between October 26, 2005 and December 7, 2005, a total of 29,900 shares of common stock were purchased on the open market in the name of the James O. McCash Trust, on the following dates and in the following amounts: 10,000 shares on October 26, 2005, 6,900 shares on October 29, 2005, 3,100 shares on November 30, 2005, 5,000 shares on December 2, 2005, and 4,900 shares on December 7, 2005. Page 3 of 5 Pages Item 1(a). Name of Issuer: Alfacell Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 225 Belleville Avenue Bloomfield, NJ 07003 Item 2(a). Name of Person Filing: McCash, James O. Item 2(b). Address or Principal Business Office or, If None, Residence: N3820 S. Grand Oak Drive, Iron Mountain, MI 49801 Item 2(c). Citizenship: James O. McCash is an American citizen & a resident of the State of Michigan Item 2(d). Title of Class of Securities: Common Stock, $.001 par value per share Item 2(e). CUSIP No.: 015404106 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) |_| An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with ss.240.13d- 1(b)(1)(ii)(G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. |_| Item 4. Ownership (a) Amount beneficially owned: 3,362,734 shares, of which 53,668 shares held by James O. McCash directly and 3,309,066 shares held by the James O. McCash Trust (includes 120,000 shares subject to warrants). (b) Percent of class: 9.14% (c) Number of shares as to which such person has: (i) Sole power to direct the vote 3,362,734 shares, of which 53,668 shares held by James O. McCash directly and 3,309,066 shares held by the James O. McCash Trust (includes 120,000 shares subject to warrants). (ii) Shared power to direct the vote 0 (iii) Sole power to dispose or direct the disposition of 3,362,734 shares, of which 53,668 shares held by James O. McCash directly and 3,309,066 shares held by the James O. McCash Trust (includes 120,000 shares subject to warrants). (iv) Shared power to dispose or direct the disposition of 0 Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following |_| Item 6. Ownership of More than 5 Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certifications N/A Page 4 of 5 Pages 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. James O. McCash Trust Date: 02/09/2006 /s/ James O. McCash Name: James O. McCash Title: Trustee The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incor porated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec. 2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119, 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1), 78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR 18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998] Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----