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): November 30, 2007
NORTHFIELD LABORATORIES INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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000-24050
(Commission File Number)
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36-3378733
(IRS Employer Identification
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
The Board of Directors of Northfield Laboratories Inc., a Delaware corporation (the
“Company”), has approved an amendment to Article VI of the Company’s bylaws to allow for the
issuance of uncertificated shares. By being able to issue uncertificated shares, the Company may
now participate in the Direct Registration System, which is currently administered by The
Depository Trust Company. The Direct Registration System allows investors to have securities
registered in their names without the issuance of physical certificates and allows investors to
electronically transfer securities to broker-dealers in order to effect transactions without the
risks and delays associated with transferring physical certificates. The amendment to the Company’s
bylaws also provides that each registered stockholder will be entitled to a stock certificate upon
written request to the transfer agent or registrar of the Company. The foregoing amendment became
effective as of November 30, 2007.
The full text of the Company’s bylaws, as amended, is filed as Exhibit 3.1 to this Current
Report, and amended Article VI thereof is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit No. |
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Description |
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3.1
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Amended and Restated Bylaws of Northfield Laboratories Inc. |