UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): AUGUST 15, 2005
NORTHFIELD LABORATORIES INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-24050 36-3378733
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL
YEAR.
On August 12, 2005, the Board of Directors of Northfield Laboratories
Inc., a Delaware corporation (the "Company"), approved an amendment to Article
II, Section 9 of the Company's bylaws to provide for the election of directors
by plurality vote of the Company's stockholders and to clarify the circumstances
under which stockholders are deemed to be present and entitled to vote with
respect to proposals considered at annual and special meetings of the Company's
stockholders. Prior to the amendment, the Company's bylaws had provided for the
election of directors based on the affirmative vote of the holders of a majority
of the shares of the Company's common stock present in person or by proxy and
entitled to vote with respect to the election of directors. The foregoing
amendment became effective as of August 12, 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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3.1 Amended and Restated Bylaws of Northfield Laboratories Inc.
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: August 15, 2005 NORTHFIELD LABORATORIES INC.
By: /s/ Jack J. Kogut
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Jack J. Kogut
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Amended and Restated Bylaws of Northfield Laboratories Inc.