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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
NORTHFIELD LABORATORIES INC.
(Name of Registrant as Specified in its Charter)
C. ROBERT COATES
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee
paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party: C. Robert Coates
4) Date Filed: June 24, 2002
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Item 1. Date, Time and Place Information
(a) Date, Time and Place of Meeting
On or about August 31, 2002, or on such other date, and at such place and time
as is fixed by Northfield Laboratories Inc. (the "Company").
Principal Executive Office of the Registrant
Northfield Laboratories Inc.
1560 Sherman Avenue, Suite 1000
Evanston, Illinois 60201-4800
Telephone: (847) 864-3500
(b) Approximate date on which the Proxy Statement and form of Proxy is to be
given to security holders:
On or about June 24, 2002.
(c)(1) Deadline for submitting shareholder proposals and form of Proxy for the
Registrant's Next Annual Meeting, for inclusion in the Company's Proxy
Statement:
The deadline for submitting shareholder proposals and form of Proxy for the
Company's Annual Meeting of Shareholders in 2003 cannot be determined at this
time because the Company has not as yet fixed the date for its 2002 Annual
Shareholders' Meeting. Under SEC rules and regulations, shareholder proposals
for a regularly scheduled annual meeting must be received by the Company's
principal executive officers not less than 120 calendar days before the date the
company's proxy statement is released to shareholders in connection with the
previous year's annual meeting. If the date of the annual meeting is changed by
more than 30 days from the date of the previous year's annual meeting, then the
deadline is a reasonable time before the company begins to print and mail its
proxy materials.
(2) Date after which notice of a shareholder's proposal submitted outside the
above process and not included in the Company's Proxy Statement is considered
untimely:
The Company's Bylaws establish an advance notice procedure with regard to
certain matters, including stockholder proposals not included in its proxy
statement, to be brought before any annual meeting of stockholders. In general,
notice must be received by the Company's corporate secretary not less than 60
days nor more than 90 days prior to the date of the annual meeting, except if
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made to its stockholders, in which event notice by the stockholders
to be timely must be received no later than the close of business on the tenth
day following the date on which notice of the date of the annual meeting was
mailed or public disclosure was made. The deadline for submitting a
shareholder's proposal not included in the Company's Proxy Statement cannot be
determined at this time because the Company has not as yet fixed the date for
its 2002 Annual Shareholders' Meeting.
Item 2. Revocability of Proxy
Any Proxy executed and returned by a stockholder to Mr. Coates may be revoked at
any time thereafter if written notice of revocation is given to Mr. Coates,
prior to the vote taken at the meeting, or by execution of a subsequent proxy
which is presented to the meeting, or if the stockholder attends the meeting and
votes by ballot, except as to matters upon which a vote shall have been cast
pursuant to the authority conferred by such Proxy prior to such revocation.
Item 3. Dissenters Right of Appraisal
Not Applicable.
Item 4. Persons Making the Solicitation
This solicitation is made by C. Robert Coates and by Bert R. Williams III. Mr.
Coates and Mr. Williams have retained D. F. King & Company Inc. for solicitation
and advisory services in connection with this solicitation. Solicitations will
be made by use of the mail, formal or informal meetings, and/or by telephone
contact with one or more stockholders. The cost of this solicitation will be
borne by Mr. Coates. Mr. Coates has spent an estimated $10,000 to date, and
estimates that total expenditures will equal approximately $200,000. Bert R.
Williams III will not bear any of the expenses of solicitation.
Management Insights, Inc., a Texas Corporation, whose shares are owned by C.
Robert Coates and his wife Suzanne Coates, owns 282,000 of the Company's Common
Stock. The C. Robert Coates non-profit foundation, of which C. Robert Coates
and his wife, Suzanne Coates are the sole Directors, owns 5,000 shares of the
Company's Common Stock. These entities may also be deemed to be participants
making the solicitation, since they are controlled by Mr. Coates, and certain
regularly employed employees of Management Insights, Inc., may also assist Mr.
Coates in soliciting votes or in administrative or clerical duties.
If Mr. Coates is successful in this solicitation, he will not seek reimbursement
from the Company for the costs of solicitation, but will pay for these costs out
of his own funds.
Item 5. Interest of Certain Persons in Matters to be Acted Upon
As of May 31, 2002, C. Robert Coates, and his affiliates Management Insights,
Inc., and the C. Robert Coates non-profit foundation (hereinafter collectively
referred to as the "Affiliates"), own beneficially in the aggregate 644,200
shares of the Company's outstanding Common Stock. Bert R. Williams III owns 500
shares of the Company's outstanding Common Stock.
Mr. Coates is seeking to have himself and Mr. Williams elected to fill seats up
for election to the Board of Directors at the next Annual or Special Meeting of
Shareholders. If successful, Mr. Coates and Mr. Williams will each become a
member of the Company's Board of Directors, and each has consented to serve as
Director if elected.
Mr. Coates and Mr. Williams are advised that the Company's Directors are
compensated $1,000 per meeting, and are reimbursed for their expenses. In
addition, non-employee directors receive grants of stock options under the
Northfield Laboratories Nonqualified Stock Option Plan for Outside Directors.
Except for the above and other than the aforesaid security holdings in the
Company, neither Mr. Coates (nor his Affiliates) nor Mr. Williams has any
substantial interest, direct or indirect, in the matter(s) to be acted upon for
which proxies are solicited. Mr. Coates' and Mr. Williams' present principal
occupations and the principal business address of the companies with which each
is employed are set out below, as is similar information for Management
Insights, Inc.
C. Robert Coates
C. Robert Coates
100 Field Drive, Suite 130
Lake Forest, Illinois 60045
(800) 295-0841 extension 220
For over twenty years, C. Robert Coates has been the Chief Executive Officer of
Management Insights, Inc., a tax consulting firm that specializes in tax credits
and incentives. Mr. Coates earned a Bachelor of Arts Degree in Economics with
Distinction from the University of Virginia, an MBA in Finance, and a Ph.D. in
Finance, Economics and Accounting from the University of Chicago. Mr. Coates
served on the Board of Directors of Borland Software Corporation, a publicly
traded company, from June 1999 to February 2000. Mr. Coates was not a member of
that board's compensation committee.
Management Insights, Inc.
Management Insights, Inc.
14755 Preston Road
Dallas, Texas 75254
(972) 755-2100
Management Insights, Inc., a Texas Corporation, has operated a business
providing tax consulting services to large companies and others since 1980.
Management Insights, Inc.'s shares are owned 50% by C. Robert Coates and 50% by
Mr. Coates' wife, Suzanne Coates. C. Robert Coates serves as a Director, Chief
Executive Officer and President while Suzanne Coates serves as a Director and
Secretary of the corporation.
Bert R. Williams III
Bert R. Williams III
2280 Springlake Road #106
Dallas, Texas 75234
(972) 247-4106
Since November 1993, Bert R. Williams III has been President of Immuno Concepts
N.A. Ltd., a leading manufacturer and worldwide distributor of medical
diagnostic kits. He is responsible for production, marketing, technical support
and operations. He implemented the program that achieved ISO 9001 certification
at Immuno Concepts. Mr. Williams has also served as Director of Marketing at
Immuno Concepts since 1985. In that role, he has been responsible for strategic
marketing development and direction, nationally and internationally. He expanded
international market penetration from four countries to over sixty. Mr. Williams
holds a Bachelor of Science degree from Wayne State University and an MBA from
Marquette University. He also serves as a Director of the Intestinal Health
Institute, a Dallas-based non-profit organization, and has been an Adjunct
Professor at the University of Dallas' Graduate School of Management since 1996.
Mr. Williams is co-patent holder of patent #5490830 covering the innovative
design of a biohazard centrifuge.
Shares Owned
C. Robert Coates (and his Affiliates) own beneficially 644,200 shares of the
Company's Common Stock, and Bert R. Williams III beneficially owns 500 shares,
as set out below:
Beneficial Ownership Shares
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C. Robert Coates 644,200 (1)
Bert R. Williams III 500
(1) 357,200 of these shares are held in the name of C. Robert Coates, 282,000 of
these shares are held by Management Insights, Inc., and 5,000 of these shares
are held by the C. Robert Coates non-profit foundation, of which Mr. Coates and
his wife, Suzanne Coates, are the sole Directors.
Set out below is information with respect to all securities of the Company
purchased or sold by C. Robert Coates and his Affiliates, and by Bert R.
Williams III. Neither Mr. Coates, nor his Affiliates, nor Mr. Williams own any
shares of the Company's Common Stock, either beneficially or non-beneficially,
other than as set forth below:
MR. COATES HOLDINGS:
Management Insights, Inc.
Shares of Northfield Laboratories
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Common Stock Action Avg. Price Date
------------ ------ ---------- -------
5,000 Buy $13.94 05/27/98
2,000 Buy $15.38 06/05/98
30,000 Buy $17.50 07/15/98
20,000 Buy $17.00 07/15/98
10,000 Buy $15.63 07/28/98
14,000 Buy $13.00 08/21/98
1,000 Buy $12.75 08/21/98
5,000 Buy $12.94 08/24/98
95,000 Buy $13.00 08/24/98
15,000 Buy $12.50 08/26/98
85,000 Buy $12.63 08/26/98
10,000 Buy $11.75 09/27/00
2,700 Sell $12.88 09/28/00
500 Sell $12.94 09/28/00
6,800 Sell $12.75 09/28/00
C. Robert Coates
Shares of Northfield Laboratories
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Common Stock Action Avg. Price Date
------------ ------ ---------- -------
5,000 Buy $15.00 06/12/98
10,000 Buy $14.38 06/15/98
10,000 Buy $14.44 06/15/98
6,000 Buy $14.19 06/15/98
200 Buy $14.31 06/16/98
10,000 Buy $14.50 06/17/98
10,000 Buy $14.38 06/18/98
10,000 Buy $14.50 06/18/98
10,000 Buy $14.13 06/19/98
3,500 Buy $14.31 06/23/98
2,000 Buy $14.31 06/24/98
1,000 Buy $14.38 06/25/98
1,100 Buy $14.50 06/26/98
9,900 Buy $14.88 06/26/98
10,000 Buy $15.00 06/29/98
5,200 Buy $14.88 06/30/98
10,000 Buy $15.00 07/01/98
3,000 Buy $14.88 07/01/98
6,600 Buy $14.63 07/02/98
2,000 Buy $15.38 07/07/98
2,500 Buy $15.38 07/09/98
2,500 Buy $16.00 07/13/98
10,000 Buy $16.50 07/14/98
5,000 Buy $16.75 07/14/98
3,600 Buy $16.75 08/04/98
115,000 Buy $17.21 08/06/98
65,000 Buy $17.29 08/07/98
50,000 Buy $16.88 08/10/98
13,900 Buy $17.00 08/10/98
10,000 Sell $15.50 01/06/99
10,000 Sell $15.38 01/06/99
2,000 Sell $14.06 09/08/99
1,000 Sell $14.00 09/08/99
9,900 Sell $21.00 01/24/00
100 Sell $21.19 01/24/00
1,200 Sell $21.75 01/24/00
2,000 Sell $17.13 01/30/01
9,700 Sell $17.38 01/30/01
2,000 Sell $17.25 01/31/01
10,000 Buy $09.25 03/16/01
20,000 Buy $09.00 03/16/01
10,000 Sell $18.10 08/01/01
2,500 Sell $20.50 08/17/01
7,500 Sell $20.30 08/17/01
3,500 Sell $20.35 08/17/01
4,400 Sell $20.55 08/17/01
10,000 Buy $09.40 11/21/01
C. Robert Coates' Minor Son
Shares of Northfield Laboratories
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Common Stock Action Avg. Price Date
------------ ------ ---------- -------
700 Buy $13.50 06/06/00
450 Buy $13.63 06/06/00
300 Buy $13.44 06/06/00
300 Buy $12.63 06/06/00
700 Sell $17.19 01/31/01
550 Sell $17.00 01/31/01
500 Sell $20.25 08/17/01
C. Robert Coates non-profit foundation
Shares of Northfield Laboratories
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Common Stock Action Avg. Price Date
------------ ------ ---------- -------
200 Buy $12.38 06/19/00
1,600 Buy $12.44 06/20/00
500 Buy $12.38 06/20/00
500 Buy $12.38 06/21/00
1,800 Buy $12.50 06/21/00
400 Buy $12.63 06/21/00
MR. WILLIAMS' HOLDINGS:
Shares of Northfield Laboratories
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Common Stock Action Avg. Price Date
------------ ------ ---------- -------
500 Buy $10.60 04/17/01
None of the funds used to purchase the aforesaid securities of the Company were
borrowed funds.
Neither C. Robert Coates, nor his Affiliates, nor Bert R. Williams III is
currently nor has any of them ever been, a party to any contract, arrangement or
understanding with any person with respect to any securities of the Company,
including, but not limited to joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies.
Neither C. Robert Coates, nor his Affiliates, nor Bert R. Williams III has had
any transactions of any nature with the Company or any of its subsidiaries.
Neither C. Robert Coates nor Bert R. Williams III has had any arrangement or
understanding with any person with respect to any future employment by the
Company or its affiliates or with respect to any future transactions to which
the Company or any of its affiliates will or may be a party.
Item 6. Voting Securities and Principal Holders Thereof
The Company reported in its 2001 Proxy Statement dated August 3, 2001, that it
had approximately 14,265,875 shares of Common Stock outstanding, each of which
was entitled to one vote on all matters to come before the stockholders.
The record date for the Company's year 2002 Annual Shareholders' Meeting and the
matters management intends to submit at the Annual Meeting are not known at this
time by Mr. Coates, and will not be known until the Company files a Schedule 14A
Information Proxy Statement.
Mr. Coates does not have current information as to the security ownership of
management or of beneficial ownership of the Company's stock who own more than
5% of the Company's outstanding common stock.
Item 7. Directors & Executive Officers
C. Robert Coates is nominating both himself and Bert R. Williams III as
candidates to be elected to fill seats on the Company's Board of Directors which
comes up for election at the Company's next Annual (or Special) Stockholders'
Meeting.
Mr. Coates met Mr. Williams socially in the spring of 2000, and found that they
shared common interests and similar business philosophies. Mr. Coates asked Mr.
Williams if he would be interested in joining Mr. Coates in a proxy contest in
an effort to be elected to the Northfield Laboratories Inc. Board of Directors.
Mr. Williams indicated he would join Mr. Coates in such an effort. They filed a
Schedule 14A Proxy Statement in September of 2000 to initiate a proxy
solicitation to be elected to the Company's Board of Directors. This proxy
solicitation effort was later suspended before any proxies were solicited. This
spring the two men met and agreed to again seek seats on the Company's Board of
Directors. Aside from their mutual interest to be elected to the Company's
Board of Directors, and the social friendship they share, they have no other
relationship with one another.
Neither Mr. Coates nor his Affiliates are currently a party to any material
proceeding adverse to the Company, or any subsidiary or affiliation, nor do they
have any interest, material or otherwise, adverse to the Company.
On June 19, 2000, C. Robert Coates sent a letter to Northfield shareholders
which was critical of the Company's management.
On June 22, 2000, C. Robert Coates announced that he had retained Beacon Hill
Partners, Inc. as strategic advisor regarding opportunities to improve the
shareholder value of Northfield Laboratories.
On August 31, 2000, Mr. Coates announced his intention to file a slate of four
candidates to stand for election to the Board of Directors of Northfield
Laboratories Inc.
On September 26, 2000, Mr. Coates initiated a proxy contest seeking a seat on
the Company's Board of Directors by filing a Schedule 14A Definitive Proxy
Statement with the SEC. On that same day, Mr. Coates and Northfield's senior
management, Richard E. DeWoskin and Steven A. Gould, M.D. met to discuss ways to
enhance the flow of information available to Northfield's shareholders and
others in the scientific, business and investment communities. Northfield
indicated that it planned to increase significantly the resources devoted to
investor relations and to consider additional steps to provide enhanced
information to its public investors. In addition, Northfield agreed to explore
expanding its board of directors to include one or more additional independent
directors with substantial FDA regulatory experience or a background in the
pharmaceutical industry. Northfield also provided clarification that
shareholders attending the Annual Meeting would be free to ask questions and
make statements. Following that meeting, Mr. Coates withdrew his proposed slate
of directors and elected not to solicit proxies in connection with the 2000
annual meeting.
On August 3, 2001, Northfield announced that it would host its Annual Meeting on
August 31, 2002. For the years 2000, 1999, 1998 and 1997, the meeting dates had
been October 12, October 28, September 28 and October 17 respectively.
On August 10, 2001, Mr. Coates filed an action against Northfield and its
directors. The suit alleged that the defendants inequitably advanced the 2001
annual meeting from October 11, 2001, the date Northfield had publicly
identified as the expected meeting date, to August 31, 2001 for the purposes of
preventing Mr. Coates from waging an effective proxy contest.
On August 16, 2001, Northfield announced that it had completed preparation of
all of the components of its Biologics License Application (BLA), including
collection and analysis of its clinical trial data for PolyHeme. Neither
Northfield's August 3, 2001 press release nor its August 3, 2001 Proxy Statement
made mention of Northfield's plan to file the BLA.
On August 17, 2001, Mr. Coates withdrew his lawsuit, because he wished to be
constructive, not disruptive, to the FDA filing process by Northfield
Laboratories.
Mr. Williams is not a party to any material proceeding adverse to the Company,
or any subsidiary or affiliations, nor does he have any interest, material or
otherwise, adverse to the Company. Neither C. Robert Coates (nor his Affiliates)
nor Bert R. Williams III is engaged in any transactions of any kind with the
Company or its subsidiaries.
Item 8. Compensation of Directors and Executive Officers
Northfield Laboratories compensates outside directors for their participation at
Board of Directors meetings and at committee meetings of the Board of Directors
at a rate of $1,000 per meeting. Directors are also reimbursed for their
expenses for attending meetings of the Board of Directors and committees. In
addition, non-employee directors receive grants of stock options under the
Northfield Laboratories Nonqualified Stock Option Plan for Outside Directors.
Item 9. Independent Public Accountants
Not Applicable.
Item 10. Compensation Plans
Not Applicable.
Item 11. Authorization or Issuance of Securities Otherwise than for Exchange
Not Applicable.
Item 12. Modification or Exchange of Securities
Not Applicable.
Item 13. Financial and Other Information
Not Applicable.
Item 14. Mergers, Consolidations, Acquisitions and Similar Matters
Not Applicable.
Item 15. Acquisition or Disposition of Property
Not Applicable.
Item 16. Restatement of Accounts
Not Applicable.
Item 17. Action with respect to Reports
Not Applicable.
Item 18. Matters Not Required to be Submitted
Not Applicable.
Item 19. Amendment of Charter, Bylaws or Other Documents
Not Applicable.
Item 20. Other Proposed Action
Not Applicable.
Item 21. Voting Procedures
According to the Company's Proxy Statement for its 2001 Annual Meeting of
Shareholders, the following voting procedures apply:
Only stockholders of record at the close of business on the record date (the
"Record Date") for the Meeting, will be entitled to notice of, and to vote at,
the Meeting and any adjournments thereof. Each outstanding share of Common Stock
is entitled to one vote. Shares of Common Stock may not be voted cumulatively.
Mr. Coates does not know if there are other classes of voting securities of the
Company outstanding. A majority of the outstanding shares of Common Stock
present in person or by proxy is required for a quorum.
Shares of Common Stock represented by Proxies, which are properly executed, duly
returned and not revoked, will be voted in accordance with the instructions
contained therein. If no specification is indicated on the Proxy, the shares of
Common Stock represented thereby will be voted for the election as Directors of
the persons who have been nominated by the Board of Directors. The execution of
a Proxy will in no way affect a stockholder's right to attend the meeting and
vote in person. Any Proxy executed and returned by a stockholder may be revoked
at any time thereafter if written notice of revocation is given to the Secretary
of the Company prior to the vote to be taken at the Meeting, or by execution of
a subsequent proxy which is presented to the Meeting, or if the stockholder
attends the Meeting and votes by ballot, except as to any matters upon which a
vote shall have been cast pursuant to the authority conferred by such Proxy
prior to such revocation. For purposes of determining the presence of a quorum
for transacting business at the Meeting, abstentions will be treated as shares
that are present but which have not been voted.
FORM OF PROXY
- NORTHFIELD LABORATORIES, INC. -
PROXY SOLICITED ON BEHALF OF C. ROBERT COATES FOR NEXT ANNUAL (OR SPECIAL)
MEETING OF SHAREHOLDERS OF NORTHFIELD LABORATORIES, INC.
The undersigned hereby constitutes and appoints C. ROBERT COATES with full power
of substitution, his (her/its) attorney and proxy to the undersigned to
represent the undersigned and vote all shares of Northfield Laboratories Inc.
(the "Company") Common Stock which the undersigned would be entitled to vote if
personally present at the next Annual (or Special) Meeting of Shareholders, to
be held on such date, and at such place and time as the Company determines, and
at any postponement or adjournment thereof.
PROPOSAL 1. ELECTION OF DIRECTORS
FOR both nominees listed WITHHOLD authority to
(except as indicated) vote for both nominees listed below
- ----------------------------------------------------------------------------------------------
| | |
Nominees: C. Robert Coates | | |
Bert R. Williams III | | |
- ----------------------------------------------------------------------------------------------
If you wish to withhold authority to vote for any individual nominee listed on
the card, strike a line through that nominee's name.
IF THIS PROXY IS EXECUTED IN SUCH A MANNER AS NOT TO WITHHOLD AUTHORITY TO VOTE
FOR THE ELECTION OF A NOMINEE SPECIFIED ABOVE, IT SHALL BE DEEMED TO GRANT
AUTHORITY TO VOTE "FOR" SUCH NOMINEE.
PROPOSAL 2. IN ACCORDANCE WITH THEIR BEST JUDGMENT with respect to any other
matters which may properly come before the meeting or any postponement or
adjournment, thereof, about which the solicitor of this Proxy does not have
knowledge at this time.
Signature Date ,2002
Signature Date ,2002
Note: (This Proxy should be marked, dated, signed by the stockholder(s) exactly
as his or her name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should indicate. If shares are
held by joint tenants or as community property, both should sign.)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
THIS PROXY MAY BE REVOKED PRIOR TO THE TIME IT IS VOTED BY DELIVERING TO C.
ROBERT COATES OR TO THE SECRETARY OF THE COMPANY EITHER A WRITTEN REVOCATION OR
A PROXY BEARING A LATER DATE, OR BY APPEARING AT THE ANNUAL OR SPECIAL MEETING
AND VOTING IN PERSON.