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 August 9, 2002 ------------------------------------------------- (Date of Report; Date of Earliest Event Reported) Northfield Laboratories Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 000-24050 36-3378733 -------------------------------------- ------------------------------- ------------------------------ (State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Incorporation) Number) 1560 Sherman Avenue Suite 1000 Evanston, Illinois 60201-4800 ---------------------------------------- (Address of Principal Executive Offices) (847) 864-3500 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements, Pro Forma Information and Exhibits. (c) Exhibits. Exhibit 99.1 - Statement of Steven A. Gould, M.D., Chairman of the Board and Chief Executive Officer of Northfield Laboratories Inc. Exhibit 99.2 - Statement of Jack J. Kogut, Vice President - Finance of Northfield Laboratories Inc. Item 9. Regulation FD Disclosure. On August 9, 2002, the Chief Executive Officer and Chief Financial Officer of Northfield Laboratories Inc. delivered statements to the Securities and Exchange Commission in accordance with the requirements of 18 U.S.C Section 1350 with respect to Northfield's Annual Report on Form 10-K for its fiscal year ended May 31, 2002. Copies of these statements are attached as exhibits to this report. These statements are not deemed to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or incorporated by reference in any document so filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Northfield has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 9, 2002 NORTHFIELD LABORATORIES INC. By /s/ Jack J. Kogut ------------------------------ Jack J. Kogut Vice President - Finance