SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Northfield Laboratories Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
666135108
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP NO. 666135108 Page 2 of 6
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
Not Applicable (b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 5 SOLE VOTING POWER
SHARES 1,571,915 (See Item 4)
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,571,915 (See Item 4)
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,571,915 (See Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
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12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP NO. 666135108 Page 3 of 6
Item 1(a). Name of Issuer:
Northfield Laboratories Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
1560 Sherman Avenue
Suite 1000
Evanston, IL 60201-4800
Items 2(a), Name of Persons Filing Address of Principal Business Office and
(b) and (c). Citizenship:
Michael A. Roth and Brian J. Stark, as joint filers
(collectively, the "Reporting Persons").
The principal business office of the Reporting Persons is 3600
South Lake Drive, St. Francis, WI 53235.
The Reporting Persons are U.S. citizens.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share of the Issuer (the
"Common Stock").
Item 2(e). CUSIP Number:
666135108
Item 3. Not Applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
1,571,915*
SCHEDULE 13G
CUSIP NO. 666135108 Page 4 of 6
(b) Percent of class:
8.4%*
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote: 1,571,915*
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 1,571,915*
(iv) Shared power to dispose of or direct the disposition
of: 0
*The foregoing amounts of shares and percentage represent
the combined indirect holdings of Michael A. Roth and Brian
J. Stark, as joint filers. All of the foregoing shares are
held directly by SF Capital Partners, Ltd., a British Virgin
Islands company ("SF Capital"). The Reporting Persons are
the founding members and direct the management of Staro
Asset Management, L.L.C., a Wisconsin limited liability
company ("Staro") which acts as investment manager and has
sole power to direct the management of SF Capital. Through
Staro, the Reporting Persons possess sole voting and
dispositive power over all of the shares reported herein.
Based upon the 16,171,067 shares of Common Stock issued and
outstanding as of November 30, 2003 (as set forth in the
Issuer's quarterly report on Form 10-Q for the fiscal
quarter ended November 30, 2003) and 2,585,965 shares of
Common Stock issued in connection with an offering by the
Issuer (as set forth in the Issuer's Form 424B2 filed on
January 26, 2004), for the purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, the Reporting Persons may
be deemed to be the beneficial owners of 1,571,915 shares of
Common Stock which represents 8.4% of the Issuer's issued
and outstanding shares of Common Stock. The beneficial
ownership of the Reporting Persons excludes certain options
held by the Reporting Persons which the Reporting Persons
are contractually restricted from exercising at this time.
The Reporting Persons cannot exercise such options so long
as the Reporting Persons would be deemed "beneficial owners"
of more than 9.99% of the Common Stock following such
conversion.
SCHEDULE 13G
CUSIP NO. 666135108 Page 5 of 6
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of a Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SCHEDULE 13G
CUSIP NO. 666135108 Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 12, 2004
/s/ Michael A. Roth
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Michael A. Roth
/s/ Brian J. Stark
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Brian J. Stark
SCHEDULE 13G
CUSIP NO. 666135108
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
certain shares of Common Stock, par value $0.01 per share, of Northfield
Laboratories Inc. and further agree that this Joint Filing Agreement shall be
included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on February 12, 2004.
/s/ Michael A. Roth
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Michael A. Roth
/s/ Brian J. Stark
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Brian J. Stark