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): March 23, 2007
Alfacell Corporation
(Exact name of registrant as specified in its charter)
0-11088
(Commission File Number)
Delaware 22-2369085
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
225 Belleville Avenue, Bloomfield, New Jersey 07003
(Address of principal executive offices, with zip code)
(973) 748-8082
(Registrant's telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 23, 2007, Alfacell Corporation (the "Company") entered into an Office
Lease Agreement (the "Lease"), effective as of March 14, 2007, with I & G Garden
State, L.L.C., a Delaware limited liability company (the "Landlord"), whereby
the Company has leased 15,410 square feet of office and laboratory space in the
building located at 300 Atrium Drive, Somerset, New Jersey (the "Building"). The
new office will replace 225 Belleville Avenue, Bloomfield, New Jersey as the
Company's principal executive offices.
The lease term will begin when the Landlord delivers possession to the Company
(the "Commencement Date"), targeted to be on approximately July 1, 2007, and the
termination date is set for the 150th day after the tenth anniversary of the
Commencement Date. The Lease also includes an option to renew the lease for two
additional periods of 60 months each, with the rent for such option period equal
to the prevailing market rate for renewals at the time.
The Company will be required to pay base rent and additional rent during the
lease term. Additional rent will be equal to the Company's pro rata share of
certain basic costs and utilities as set forth in the Lease, and base rent will
be paid in accordance with the following schedule:
------------------------------------------------- ------------------------- ------------------------------------------
Period Annual Base Rent Monthly Installments of Base Rent
------------------------------------------------- ------------------------- ------------------------------------------
First day of first Lease Year through last day $137,280.00 $11,440.00
of the first Lease Year ($11.44 x 12,000 square feet / 12)
------------------------------------------------- ------------------------- ------------------------------------------
First day of second Lease Year through 540 days $235,200.00 $19,600.00
from Commencement Date or the day before first ($19.60 x 12,000 square feet / 12)
day of the 19th month of the Lease
------------------------------------------------- ------------------------- ------------------------------------------
540 days from Commencement Date or day before $302,036.04 $25,169.67
first day of 19th month of Lease through last ($19.60 x 15,410 square feet / 12)
day of the third Lease Year
------------------------------------------------- ------------------------- ------------------------------------------
First day of fourth Lease Year though last day $317,445.96 $26,453.83
of the sixth Lease Year ($20.60 x 15,410 square feet / 12)
------------------------------------------------- ------------------------- ------------------------------------------
First day of the seventh Lease Year though the $332,856.00 $27,738.00
last day of the eighth Lease Year ($21.60 x 15,410 square feet / 12)
------------------------------------------------- ------------------------- ------------------------------------------
First day of ninth Lease Year through the last $355,971.00 $29,664.25
day of the Lease Term ($23.10 x 15,410 square feet / 12)
------------------------------------------------- ------------------------- ------------------------------------------
In connection with execution of the Lease, the Company was required to enter
into a Subordination, Non-Disturbance and Attornment Agreement with Asset One
Securitization, L.L.C. (the "Lender"), and the Landlord, pursuant to which the
Company has agreed to subordinate its Lease to the mortgage and security
instrument on the Building owned by Lender in return for Lender granting
non-disturbance to the Company under the Lease.
The foregoing description is qualified in its entirety by reference to the
Lease, which will be filed as an exhibit to the Company's next quarterly report
on Form 10-Q.
-2-
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.
ALFACELL CORPORATION
Date: March 28, 2007 By: /s/ Lawrence A. Kenyon
----------------------------------------
Lawrence A. Kenyon
Executive Vice President, Chief
Financial Officer and Secretary