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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
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
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-12
Northfield Laboratories Inc.
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(Name of Registrant as Specified in Its Charter)
Northfield Laboratories Inc.
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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.
[ ] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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NORTHFIELD LABORATORIES INC.
1560 SHERMAN AVENUE, SUITE 1000
EVANSTON, IL 60201
(847) 864-3500
WWW.NORTHFIELDLABS.COM
AT NORTHFIELD LABORATORIES: AT THE FINANCIAL RELATIONS BOARD:
Richard DeWoskin Leslie Hunziker
Chief Executive Officer General Information
(847) 864-3500 (312) 640-6760
FRIDAY, AUGUST 17, 2001
NORTHFIELD LABORATORIES SEES NO MERIT IN SUIT
TO POSTPONE ANNUAL MEETING
EVANSTON, ILLINOIS, AUGUST 17, 2001 -- NORTHFIELD LABORATORIES INC. (NASDAQ/NMS:
NFLD), a leading developer of an oxygen-carrying blood substitute, today
reported that C. Robert Coates, a shareholder of the company, has filed suit in
Delaware to delay Northfield's annual meeting of shareholders scheduled for
August 31, 2001. The Delaware court has set an August 30, 2001, hearing date
to consider Coates' suit.
In his complaint, Coates has requested that the annual meeting be postponed to
allow additional time for him to solicit shareholder proxies to elect two
representatives to the Northfield board. Coates previously delivered letters to
Northfield nominating his brother and one other individual for election as
directors and, very recently, requesting a list of Northfield's shareholders
entitled to vote at the upcoming annual meeting.
Northfield's proxy statement for the annual meeting was mailed to shareholders
on August 3, 2001, prior to the date Coates filed his lawsuit and notified
Northfield of his intention to nominate directors and solicit proxies for his
nominees. Northfield had not received any prior communication from Coates
indicating his intention to nominate directors in connection with the upcoming
Northfield meeting.
Northfield believes the lawsuit is without merit, and intends to vigorously
defend the rights of shareholders to proceed with the annual meeting as
originally scheduled.
"To say that we are very surprised that Mr. Coates is taking this action would
be an understatement," said Richard DeWoskin, chairman and chief executive
officer. "This suit will distract us at a critical time when our attention
should be focused on completion of the Biologics License Application for our
PolyHeme oxygen-carrying blood substitute product and submission of that
application to the FDA."
Shareholders who have not yet signed and returned their proxy cards included
with Northfield's proxy statement are requested to do so promptly, so that the
annual meeting can proceed as planned once this lawsuit is resolved by the
Delaware courts.
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NORTHFIELD LABORATORIES INC.
ADD 1
ABOUT THE COMPANY
Northfield Laboratories, founded in 1985, is a leading developer of an
oxygen-carrying blood substitute. Its product, PolyHeme, is the only blood
substitute undergoing clinical trials that has been tested at large enough
dosages to be considered a substitute for acute blood loss in trauma and
surgical settings. As a result of the process used to manufacture the blood
substitute, essentially a solution of polymerized hemoglobin, PolyHeme has a
longer shelf life than blood, requires no cross matching and does not transmit
disease.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The board of directors of Northfield may be deemed to be participants in the
solicitation of proxies referred to in this press release. Information
regarding each of Northfield's directors is included in the proxy statement
filed by Northfield with the Securities and Exchange Commission on August 3,
2001. If Northfield's annual meeting of shareholders scheduled for August 31,
2001, is postponed, Northfield may file a revised proxy statement or proxy
supplement with the Securities and Exchange Commission. Northfield shareholders
are urged to read the proxy statement and any revised or supplemental proxy
materials carefully when they are available because they contain important
information. Northfield's proxy statement is, and any revised or supplemental
proxy materials will be, available without charge at the SEC's Internet web site
at www.sec.gov. In addition, Northfield will provide copies of its proxy
statement and any revised or supplemental proxy materials without charge upon
request. Requests for these materials should be directed to Northfield's
Corporate Secretary at (847) 864-3500.
Statements in this release that are not strictly historical are
"forward-looking" statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks, which may cause the
company's actual results in the future to differ materially from expected
results. These risks include, among others: competition from other blood
substitute products; the company's ability to obtain regulatory approval to
market PolyHeme commercially; the company's and/or its representative's ability
to successfully market and sell PolyHeme; the company's ability to manufacture
PolyHeme in sufficient quantities; the company's ability to obtain an adequate
supply of raw materials; the company's ability to maintain intellectual property
protection for its proprietary product and to defend its existing intellectual
property rights from challenges by third parties; the availability of capital to
finance planned growth; and the extent to which the hospitals and physicians
using PolyHeme are able to obtain third-party reimbursement, as described in the
company's filings with the Securities and Exchange Commission.