UNITED STATES
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 (Date of earliest event reported): May 16, 2005
NORTHFIELD LABORATORIES INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-24050 36-3378733
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1560 SHERMAN AVENUE
SUITE 1000
EVANSTON, ILLINOIS 60201-4800
(Address of Principal Executive Offices and Zip Code)
(847) 864-3500
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(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:
[ ] 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 May 16, 2005, Northfield Laboratories Inc., a Delaware corporation (the
"Company"), entered into separate Severance Protection Agreements, in
substantially the same form, with each of the following executive officers of
the Company:
Marc D. Doubleday -- Vice President and General Manager
Eva C. Essig, PhD. -- Vice President Regulatory Affairs and
Quality
George C. Hides -- Vice President Clinical Operations
Robert L. McGinnis -- Vice President Planning and Resource
Development
Laurel A. Omert, M.D. -- Chief Medical Officer
Sophia T. Twaddell -- Vice President Corporate Communications
The Severance Protection Agreements are being implemented now for the
recently hired executives, Drs. Essig and Omert and Mr. Hides, and for
uniformity replace similar agreements that were previously entered into with
Mr. Doubleday, Mr. McGinnis and Ms. Twaddell. The purpose of the Severance
Protection Agreements is to permit the Company to recruit and retain the
services of key executives and to ensure the continued dedication and efforts
of these executives in the event of the threat or occurrence of a change in
control of the Company without undue concern for their personal financial and
employment security.
The term of the Severance Protection Agreements began effective April 14,
2005 and will continue in effect until April 14, 2007. Beginning on April 14,
2007 and on each April 14 thereafter, the term of each Severance Protection
Agreement will automatically be extended for one year unless either the Company
or the executive gives written notice to the other at least 90 days prior to
such date that the term of the agreement will not be so extended. The term of
the Severance Protection Agreements will in any case not expire prior to the
expiration of 24 months after the occurrence of a change in control of the
Company (as defined in the Severance Protection Agreement).
Each Severance Protection Agreement provides that if, during the term of
the agreement, the executive's employment with the Company is terminated within
24 months following a change in control of the Company, the executive will be
entitled to the following compensation and benefits:
- if the executive's employment with the Company is terminated (i) by
the Company for cause or disability (in each case as defined in the
Severance Protection Agreement), (ii) by reason of the executive's
death or (iii) by the executive other than for good reason (as defined
in the Severance Protection Agreement), the Company will pay to the
executive all compensation, including all accrued vacation pay, earned
by the executive through and including the effective date of the
termination of the executive's employment;
- If the executive's employment with the Company is terminated for any
reason other than as specified above, the executive will be entitled
to the following:
- the Company will pay the executive all compensation, including
all accrued vacation pay, earned by the executive through and
including the effective date of the termination of the
executive's employment;
- the Company will pay the executive as severance pay, and in lieu
of any further compensation for periods subsequent to the
effective date of the termination of the executive's employment,
in a single payment an amount in cash equal to one times the
average of the executive's annual base salary for the Company's
two most recently completed fiscal years preceding the
termination date;
- for a period of 12 months, subject to certain limitations, the
Company will at its expense continue on behalf of the executive
and the executive's dependents and beneficiaries the medical,
dental and hospitalization benefits provided (i) to the
executive at any time during the 180-day period prior to the
change in control of the Company or at any time thereafter or
(ii) to other similarly situated executives who continue in the
employ of the Company during the continuation period; and
- all stock options issued by the Company to the executive will
become fully vested and the executive will be permitted to
exercise such stock options at any time during the remaining
exercise period applicable to such stock options (without giving
effect to any requirement that such stock options be exercised
within a specified period following the termination of the
executive's employment with the Company).
The Company is required to make the foregoing payments through a
single lump sum cash payment by the Company to the executive within five
days after the effective date of the termination of the executive's
employment. The executive is not required to mitigate the amount of any
payment provided for in the Severance Protection Agreement by seeking other
employment or otherwise, and no payment under the Severance Protection
Agreement will be offset or reduced by the amount of any compensation or
benefits provided to the executive in any subsequent employment except as
otherwise specifically provided in the Severance Protection Agreement.
The Severance Protection Agreements provide that change in control of
the Company will be deemed to occur upon the occurrence of a transaction or
event of a nature required to be reported as a change in control pursuant
to SEC Form 8-K and that, without limitation, a change in control of the
Company will be deemed to have occurred if:
- there is consummated any sale, lease, exchange or other transfer (in
one transaction or a series of related transactions) of all or
substantially all of the Company's assets;
- the stockholders of the Company approve any plan or proposal of
liquidation or dissolution of the Company;
- there is consummated any consolidation or merger of the Company in
which the Company is not the surviving or continuing corporation, or
pursuant to which shares of the Company's Common Stock would be
converted into cash, securities or other property, other than a
merger of the Company in which the holders of the Company's Common
Stock immediately prior to the merger have, directly or indirectly,
at least an 80% ownership interest in the outstanding Common Stock
of the surviving corporation immediately after the merger;
- any "person" or "group" (as such terms are used in Section 13(d) and
14(d) of the Securities Exchange Act) becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Securities Exchange Act),
directly or indirectly, of securities of the Company representing
15% or more of the combined voting power of the Company's then
outstanding voting securities ordinarily having the right to vote
for the election of directors, except that no change in control will
be deemed to occur as a result of any acquisition of voting
securities directly from the Company (or as a result of the
exercise, conversion or exchange of any securities acquired directly
from the Company) if the transaction pursuant to which such voting
securities or exercisable, convertible or exchangeable securities
are issued is approved by vote of at least three-quarters of the
directors comprising the incumbent board of directors of the
Company; or
- subject to certain exceptions, the individuals who, as of the date of
the Severance Protection Agreements, constitute the Company's board of
directors cease for any reason to constitute a majority of the board.
The Severance Protection Agreements provide that the agreements are not
intended to provide the executives with any severance or other rights prior to
the occurrence of a change in control of the Company or provide the executives
with any right of continuing employment with the Company or otherwise modify the
"at will" employment relationship between the Company and the executives.
The foregoing description of the Severance Protection Agreements does not
purport to be complete and is qualified in its entirety by reference to the
complete text of the Severance Protection Agreements, the form of which is filed
as Exhibit 10.1 hereto and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
----------- -----------
10.1 Form of Severance Protection Agreement.
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.
Dated: May 19, 2005 NORTHFIELD LABORATORIES INC.
By: /s/ Jack J. Kogut
-----------------------------
Jack J. Kogut
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
10.1 Form of Severance Protection Agreement