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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
REVISED
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))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] 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: August 22, 2002
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CORRECTION TO PREVIOUS DFAN14A FILED TODAY, ENTITLED:
"C. ROBERT COATES' TRACK RECORD AT INPRISE/BORLAND - (NASDAQ:BORL)"
The column heading on the far right should be entitled Inprise/Borland Stock Price as it appears below:
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Inprise/Borland
DATE EVENT Stock Price
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March 31, 1999 * Inprise's CEO and CFO resign from the company $3.88
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April 5, 1999 * A few days after the resignations of the CEO and $3.03
CFO, the stock price reaches an intra-day low of
$2.69 before closing at $3.03
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April 13, 1999 * Inprise Corporation's Schedule 14A filed with the $3.38
SEC on May 11, 1999 states that on April 13, 1999
C. Robert Coates "submitted a notice to the
Company in which he nominated himself to stand for
election as a director"
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April 19, 1999 * C. Robert Coates (Management Insights, Inc.) files $3.69
a form SC 13D with the SEC disclosing the
ownership of 3,015,500 shares of common stock of
Inprise Corporation, or approximately 6.3%
* Mr. Coates disclosed that he had bought 995,000
shares at an average price of $3.18 from April 5
through April 16, 1999
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May 7, 1999 * Inprise Corporation's Schedule 14A filed with the $4.44
SEC on May 11, states that on May 7 "the Company
and the Coates Group agreed to support for
election to the Board at the Annual Meeting the
slate of Board nominees including Mr. Coates"
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June 4, 1999 * Inprise announces the election of C. Robert Coates $4.06
to its Board of Directors
* Dale Fuller, Inprise's interim President and CEO
says, "Bob brings to the Board experience in
helping other companies succeed, as well as
experience in mergers and acquisitions"
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August 20, 1999 * In an article titled "Inprise Director Sues to $4.00
Overturn Rule Limiting Ability to Get Company
Data", the Wall Street Journal reports that
Inprise, "on July 30 adopted policies that allow
Inprise's chief executive officer to place limits
on what corporate information directors can
receive"
* The Wall Street Journal article adds, "C. Robert
Coates, an outside director and investor who
joined the board in June, sued the company and
other directors this week in Delaware Chancery
Court. The suit brands the policies an illegal
'gag order' that prevent him from carrying out his
fiduciary responsibilities to oversee the
company's operations"
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August 27, 1999 * C. Robert Coates dismisses the civil action he had $3.84
filed in the Delaware Court of Chancery against
Inprise Corporation
* In a form SC 13D/A filed with the SEC it is stated
that Mr. Coates had determined to dismiss the suit
without prejudice because "Inprise acknowledged
that the Policies could not permit officers of the
Company to determine what information directors
are entitled to receive. Inprise also committed
to provide (and has provided) to Mr. Coates at his
office copies of materials that he had requested
and invited Mr. Coates to request further
information from Inprise officers without a formal
written demand"
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January 13, 2000 * Inprise announces plans to invest $60 million in $14.50
start-up businesses focused on wireless
technologies, internet access infrastructure and
Linux applications and technologies
* A Borland press release states that "the
investments will be reviewed by a committee
consisting of Inprise/Borland's Dale Fuller and
the company's CFO, Fred Ball, and two outside
directors, Bill Hooper and Robert Coates"
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February 6, 2000 * C. Robert Coates resigns his membership on the $12.94 (February 4, 2000)
Board of Directors of Inprise Corporation because
the company had not done thorough due diligence on
the proposed merger with Corel
* Mr. Coates left options to 40,000 shares "on the
table" with an exercise price of $4.00 per share,
in essence walking away from $357,600 (at the
February 6, 2000 stock price)
* Mr. Coates' resignation became effective
immediately prior to the Inprise Board meeting to
approve the proposed merger of Inprise and Corel
Corporation; he did not vote on that transaction
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February 7, 2000 * Corel and Inprise/Borland Corporation announce a $13.25
$2.4-billion merger agreement
* Under the terms of the agreement, Inprise would
become a wholly owned subsidiary of Corel
* Inprise shareholders would receive 0.747 Corel
common shares for each share of Inprise common
stock held
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March 8, 2000 * ZDNet UK and Reuters report that "Coates (had) $9.19
said in a statement that he will oppose the merger
unless it results in substantially higher prices
for Inprise shareholders and can be shown to
benefit its customers."
* The National Post quotes Mr. Coates in saying that
his decision to step down from the board "has
everything to do with the deal"
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March 20, 2000 * Corel Corporation announces its first quarter $8.72
results for the quarter ending on February 29,2000
* Corel's net loss for the quarter was $12.4 million
or ($0.29) per share
* Corel's press release adds, "Based on the
prospects for revenue and the cost structure in
place at Corel, we expect that results for the
next two quarters will mirror those experienced in
this quarter"
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April 14, 2000 * C. Robert Coates (Management Insights, Inc.) files $4.97
a complaint against Inprise and Corel in the Court
of Chancery of the State of Delaware
* The complaint seeks a "preliminary and permanent
injunction against consummation of the merger of
Inprise and Corel"
* The complaint calls the deal "unfair" and further
alleges that the February 7, 2000, agreement was
reached through "misrepresentation" of Corel's
present and anticipated financial status
* The complaint also notes that the Inprise
directors had a financial responsibility to
"protect the interests of the Inprise
stockholders" and pull out of the merger as soon
as the "misstatements" were discovered
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April 19, 2000 * In a 10Q filed with the SEC Corel states, "If the $5.50
proposed merger with Inprise Corporation does not
occur, other sources of funding are not secured
and/or Corel's operating results do not improve, a
cash deficiency may occur within the next three
months"
------------------ -------------------------------------------------- ----------------------
April 27, 2000 * Inprise Corporation asks for a review of the $5.31
pending deal with Corel
* According to a Reuters report, "Inprise/Borland
said it made the fairness request after taking
into account Corel's first quarter results and
statements regarding its cash position."
------------------ -------------------------------------------------- ----------------------
May 16, 2000 * Corel announces, through a press release of its $6.12
own, that its merger agreement with
Inprise/Borland had "been terminated by mutual
agreement of the two companies without payment of
any termination fees"
* Following termination of the merger agreement,
Borland and C. Robert Coates stipulated that the
complaint had become moot since the merger had
been abandoned -- Inprise agreed to pay the fees
and expenses incurred by Mr. Coates' counsel in
connection with the lawsuit "in an aggregate
amount of $35,000"
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February 5, 2001 * Approximately one year after the announcement of $11.25
the Inprise and Corel merger the Inprise/Borland
stock price has increased 83.8% over the stock
price on the day that the agreement between the
two companies had been terminated (May 16, 2000)
* Corel's share price is $1.63 -- "Inprise/Borland's
share price" would have been valued at $1.22 if
the merger had gone through
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January 10, 2002 * Less than two years after the announcement of the $17.51
Inprise and Corel merger the Inprise/Borland stock
price has increased 186.1% over the stock price on
the day that the agreement between the two
companies had been terminated (May 16, 2000)
* Corel's share price is $1.93 - "Inprise/Borland's
share price" would have been valued at $1.44 if
the merger had gone through
------------------ -------------------------------------------------- ----------------------
August 20, 2002 * Corel's share price is $0.67 - "Inprise/Borland's $10.45
share price" would have been valued at $0.50 if
the merger had gone through
------------------ -------------------------------------------------- ----------------------
Note: Mr. Coates is still a major stockholder in Borland.
Sources:
Wall Street Journal
"Inprise Director Sues to Overturn Rule Limiting Ability to Get Company Data", 08/20/1999
"Corel and Inprise Say They Are Confident Of Merger Approval", 03/09/2000
"Corel Shares Take Pounding Amid Tech Sector Rebound", 03/22/2000
"Corel Cash Warning Boosts Opponents Of Firm's Merger With Inprise / Borland ", 04/24/2000
"Inprise / Borland Sets Review of the Merger Proposed With Corel", 04/28/2000
"Corel and Inprise Agree to Call Off Plans for Merger", 05/17/2000
Corel Press Releases
"Corel - Inprise/Borland Merger to Create Linux Powerhouse", 02/07/2000
"Corel Corporation Announces First Quarter Results", 03/20/2000
"Corel and Inprise/Borland terminate proposed merger agreement", 05/16/2000
Delaware Court of Chancery
Management Insights v Inprise Legal Documents
WIDEOPENNEWS (www.wideopen.com)
"Linux Powerhouse Running Out of Juice", 04/21/2000
InfoWorld
"Inprise voices confidence in merger partner Corel", 04/21/2000
ZDNet UK
"Key resignation hits Corel takeover target", 03/08/2000
MacCentral Online
"Corel close to Bankruptcy", 04/22/2000
"Inprise asks for review of Corel deal", 05/03/2000
SEC
Form SC 13D filed by Management Insights, Inc. with the SEC on 04/19/1999
Form SC 13D/A filed by Management Insights, Inc. with the SEC on 08/31/1999
Form 10Q filed by Corel with the SEC on 04/19/2000
Ottawa Business Journal
"Inprise shareholders grill CFO about Corel merger", 04/28/2000
"Corel-Inprise merger officially dead", 05/16/2000
National Post (www.nationalpost.com)
"Corel, Inprise deal faces legal challenge", 04/18/2000
"Corel and Inprise in last-ditch talks", 05/12/2000
"A rage so deep, he ripped the door from its hinges", 05/17/2000