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): February 24, 2006
NORTHFIELD LABORATORIES INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-24050 36-3378733
(State or Other Jurisdiction of (Commission (IRS Employer
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
In connection with the appointment of Alan L. Heller to its Board of Directors
effective February 24, 2006, Northfield Laboratories Inc. entered into an
indemnification agreement with Mr. Heller. The agreement requires the Company to
indemnify Mr. Heller to the maximum extent permitted by law and to advance all
expenses he may reasonably incur in connection with the defense of any claim or
proceeding in which he may be involved as a party or witness. The agreement
specifies certain procedures and assumptions applicable in connection with
requests for indemnification and advancement of expenses and also requires the
Company to continue to maintain directors and officers and fiduciary liability
insurance for a six-year period following any change in control transaction. The
rights provided to Mr. Heller under the indemnification agreement are in
addition to any other rights he may have under the Company's restated
certificate of incorporation or bylaws, applicable law or otherwise.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On February 27, 2006, Northfield Laboratories Inc. issued a press
release announcing the appointment of Alan L. Heller to its Board of Directors
effective February 24, 2006.
Mr. Heller, age 53, served from 2004 to 2005 as the President and Chief
Executive Officer of American Pharmaceutical Partners, a company that develops,
manufactures and markets branded and generic injectable pharmaceutical products,
which recently merged with American Bioscience Inc. During 2004, Mr. Heller was
an investment advisor on life science transactions to One Equity Partners, a
private equity arm of JP Morgan Chase/Bank One. Previously, Mr. Heller served as
Senior Vice President and President Global Renal operations at Baxter Healthcare
Corporation, where he had responsibility for global operations of the Renal and
Transfusion Therapies divisions as well as global manufacturing and the office
of the Chief Scientific Officer. Prior to joining Baxter, Mr. Heller spent 23
years at G.D. Searle. He served in a number of positions in general management,
sales, marketing, business development and finance before being named
Co-President and Chief Operating Officer, with responsibility for all commercial
operations worldwide. Subsequent to Searle's acquisition by Pharmacia, Mr.
Heller was Executive Vice President and President, Searle Operations, overseeing
the Searle integration into Pharmacia, and also serving as a member of the
Pharmacia Management Committee. Mr. Heller received a B.S. degree in accounting
from the University of Illinois at Chicago in 1975 and an MBA degree from DePaul
University in 1982.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
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10.1 Form of Indemnification Agreement -- Director
(incorporated herein by reference to Exhibit
10.19 to the Registrant's Quarterly Report on
Form 10-Q for the Registrant's quarter ended
February 28, 2001)
99.1 Press Release dated February 27, 2006
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: March 1, 2006 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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10.1 Form of Indemnification Agreement -- Director
(incorporated herein by reference to Exhibit
10.19 to the Registrant's Quarterly Report on
Form 10-Q for the Registrant's quarter ended
February 28, 2001)
99.1 Press Release dated February 27, 2006