SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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Commission only (as permitted by
Rule 14a-6(e)(2)).
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[ ] Soliciting material pursuant to Section 240.14a-12
Northfield Laboratories
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NORTHFIELD LABORATORIES INC.
1560 SHERMAN AVENUE, SUITE 1000
EVANSTON, IL 60201
(847) 864-3500
WWW.NORTHFIELDLABS.COM
FOR FURTHER INFORMATION:
AT NORTHFIELD LABORATORIES: AT FRB | WEBER SHANDWICK:
Richard DeWoskin Bill Schmidle Cindy Martin
Chief Executive Officer Investors Media
(847) 864-3500 (312) 640-6753 (312) 640-6741
FOR IMMEDIATE RELEASE
THURSDAY, JULY 11, 2002
NORTHFIELD LABORATORIES RECEIVES DIRECTOR NOMINATIONS
EVANSTON, ILLINOIS, JULY 11, 2002 -- NORTHFIELD LABORATORIES INC. (NASDAQ/NMS:
NFLD), a leading developer of an oxygen-carrying blood substitute for trauma and
elective surgery situations, has received director nominations from two
dissident shareholders, R. Coates and B. Williams, and has provided a
stockholder list to them at their request, as required by Delaware law. Coates
is the same dissident shareholder who threatened and abandoned a proxy contest
in connection with Northfield's 2000 and 2001 annual meetings and filed and
withdrew a lawsuit against the Company in August of 2001.
In response to recent proposals for change in corporate governance policies from
both Nasdaq and the NYSE and the Securities and Exchange Commission,
Northfield's board of directors has formed a nominating committee of independent
directors to evaluate all board nominations. At the direction of the Northfield
board of directors, Coates has spoken by telephone with the members of the
nominating committee to discuss his nomination.
No final decision with respect to this year's board nomination will be made by
the nominating committee and Northfield's board of directors until near the end
of July. Once this decision is made, Northfield expects to issue a press release
announcing the date of its annual meeting of stockholders and the list of
directors nominated by Northfield's board. The details of the meeting are being
finalized and it is expected that the meeting will occur around mid-September.
Richard DeWoskin, chief executive officer, commented, "Until the nominating
committee and the board make their final determination regarding nominations,
Northfield does not intend to comment on
the accuracy or substance of the statements made by the dissident Coates or the
quality of his credentials with respect to a directorship on Northfield's
board."
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.
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.
Northfield, the members of its board of directors and certain of its executive
officers may be deemed to be participants in the solicitation of proxies in
connection with Northfield's 2002 annual meeting of stockholders. Information
regarding each participant will be included in the proxy statement that will be
filed by Northfield with the Securities and Exchange Commission in connection
with the annual meeting. Shareholders are urged to read the proxy statement
carefully when it becomes available because it will contain important
information. Northfield's proxy statement 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 without charge upon request. Requests for copies
of the proxy statement should be directed to Northfield at (847) 864-3500.
FRB | Weber Shandwick Worldwide serves as financial relations counsel to this
company, is acting on the company's behalf in issuing this bulletin and
receiving compensation therefor. The information contained herein is furnished
for information purposes only and is not to be construed as an offer to buy or
sell securities.
VISIT THE NORTHFIELD WEBSITE AT: WWW.NORTHFIELDLABS.COM