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UNITED STATES
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) May 20, 2005
ALFACELL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-11088 22-2369085
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification)
225 Belleville Avenue, Bloomfield, New Jersey 07003
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(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 23, 2005, Robert Love, Alfacell's new Chief Financial Officer was granted
400,000 ten year stock options with a per share exercise price equal to the
closing price of Alfacell's common stock on May 23, 2005. The vesting of the
stock options will be 50,000 shares on November 23, 2005, 75,000 shares each on
November 23, 2006 and November 23, 2007 and 100,000 shares each on November 23,
2008 and November 23, 2009.
Mr. Love replaced Andrew Savadelis who left as the Company's Chief Financial
Officer effective as of May 20, 2005. In connection with Mr. Savadelis'
departure, we entered into a Separation Agreement with him effective as of May
20, 2005. Pursuant to the Separation Agreement, Mr. Savadelis will receive a
cash payment equal to one month of his base salary and an amount to compensate
him for the two weeks of his accrued but unused vacation as of May 20, 2005.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Alfacell Corporation is pleased to announce that it has appointed Robert D. Love
as its new Chief Financial Officer, effective May 23, 2005. Mr. Love succeeds
Andrew Savadelis, who left as Alfacell's Chief Financial Officer effective as of
May 20, 2005. Mr. Savadelis will remain on Alfacell's Board of Directors.
Mr. Love has over 25 years of domestic and international experience in the
pharmaceutical industry. Love has held senior-level positions in Finance,
Corporate Development and Marketing with P&L responsibility at large,
privately-held companies as well as major, publicly-traded global pharmaceutical
corporations. Most recently, Love served as Senior Vice President, CFO and COO
of TriGenesis Therapeutics, Inc., a start-up specialty pharmaceutical company
that he co-founded. From 1998 through 2002, Love served as both Senior Vice
President in charge of Business Partnering and Senior Vice President, Finance
and Acquisitions at Innovex, a division of Quintiles Transnational Corporation,
the world's leading pharmaceutical services organization. Prior to Innovex, Love
was CFO at Mutual Pharmaceuticals / United Research Labs from 1995 to 1998.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press release dated May 25, 2005.
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: May 26, 2005
By: /s/ Robert R. Love
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Robert D. Love
Chief Financial Officer