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: FEBRUARY 4, 2005
NORTHFIELD LABORATORIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 000-24050 36-3378733
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
1560 Sherman Avenue
Suite 1000
Evanston, Illinois 60201-4800
(847) 864-3500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
N/A
(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 February 4, 2005, Northfield Laboratories Inc. (the "Company") entered
into an Underwriting Agreement with UBS Securities LLC, SG Cowen & Co. and
Harris Nesbitt Corp., as representatives of the underwriters named in Schedule A
thereto (the "Underwriting Agreement"), with respect to the offer and sale by
the Company of 4,500,000 shares of common stock, par value $.01 per share (the
"Common Stock"), at a price to the public of $15.00 per share. Under the terms
of the Underwriting Agreement, the Company has granted the Underwriters an
option, exercisable for 30 days, to purchase up to an additional 675,000 shares
of Common Stock to cover over-allotments, if any. The offering of the Common
Stock is being made pursuant to the Company's effective shelf registration
statement on Form S-3 (Registration No. 333-121622) (the "Registration
Statement"), including a related prospectus as supplemented by a Preliminary
Prospectus Supplement dated January 19, 2005 and Prospectus Supplement dated
February 4, 2005, which the Company filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report, and the description of the material terms of the Underwriting
Agreement is qualified in its entirety by reference to such exhibit. The opinion
of counsel regarding the validity of the Common Stock to be issued pursuant to
the offering is filed as Exhibit 5.1 hereto. A copy of the Company's press
release issued on February 4, 2005 announcing the offering is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 1.1 Underwriting Agreement dated February 4, 2005 between
Northfield Laboratories Inc. and UBS Securities LLC, SG Cowen
& Co. and Harris Nesbitt Corp., as representatives of the
several underwriters.
Exhibit 5.1 Opinion of Baker & McKenzie LLP regarding the validity of the
securities to be issued.
Exhibit 23.1 Consent of Baker & McKenzie LLP (contained in Exhibit
5.1 above).
Exhibit 99.1 Northfield Laboratories Inc. Press Release dated February 4,
2005.
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.
Northfield Laboratories Inc.
Date: February 4, 2005 By: /s/ Jack J. Kogut
-----------------------------------
Jack J. Kogut
Senior Vice President and Chief Financial
Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- --------------------------------------------------------------------
1.1 Underwriting Agreement dated February 4, 2005 between Northfield
Laboratories Inc. and UBS Securities LLC, SG Cowen & Co. and Harris
Nesbitt Corp., as representatives of the several underwriters.
5.1 Opinion of Baker & McKenzie LLP regarding the validity of the
securities to be issued.
23.1 Consent of Baker & McKenzie LLP (contained in Exhibit 5.1 above).
99.1 Northfield Laboratories Inc. Press Release dated February 4, 2005.