SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[X] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
Northfield Laboratories Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NORTHFIELD LABORATORIES INC.
1560 SHERMAN AVENUE, SUITE 1000
EVANSTON, ILLINOIS 60201-4800
August 1, 2002
Dear Fellow Stockholder:
You may have received proxy material from a dissident shareholder by the name of
C. Robert Coates, who is soliciting your vote to place himself and a hand-picked
nominee on your Company's Board of Directors.
DO NOT BE MISLED
We believe that Mr. Coates is not acting in your best interests. YOUR BOARD OF
DIRECTORS UNANIMOUSLY OPPOSES THE COATES SOLICITATION AND URGES YOU NOT TO SIGN
ANY PROXY CARD SENT TO YOU BY COATES OR HIS GROUP - EVEN AS A PROTEST VOTE
AGAINST THEM.
Your Board and Management are committed to enhancing shareholder value. We will
soon be sending you more detailed information about the actions we are taking to
build the long-term value of your shares, and the reasons why your Board
believes that Mr. Coates' efforts are unwise and not in the best interest of
Northfield or its stockholders.
We appreciate your continued support.
/s/ Steven A. Gould, M.D.
Steven A. Gould, M.D.
Chairman of Board of Directors and
Chief Executive Officer
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IF YOU HAVE ANY QUESTIONS, PLEASE CALL
INNISFREE M&A INCORPORATED, WHICH IS ASSISTING US,
TOLL-FREE AT 1-888-750-5834.
================================================================================
Northfield, the members of its board of directors and certain of its executive
officers may be deemed to be participants in the solicitation of proxies in
connection with Northfield's 2002 annual meeting of stockholders. Information
regarding each participant will be included in the definitive proxy statement
that will be filed by Northfield with the Securities and Exchange Commission in
connection with the annual meeting. Shareholders are urged to read the
definitive proxy statement carefully when it becomes available because it will
contain important information. Northfield's definitive proxy statement will be
available without charge at the SEC's Internet web site at www.sec.gov. In
addition, Northfield will provide copies of its proxy statement without charge
upon request. Requests for copies of the proxy statement should be directed to
Northfield at (847) 864-3500.
DRAFT 8/1/02
FOR FURTHER INFORMATION:
AT NORTHFIELD LABORATORIES: AT FRB/ WEBER SHANDWICK:
Steven A. Gould, M.D. Bill Schmidle Cindy Martin
Chief Executive Officer Investors Media
(817) 864-3500 (312) 640-6753 (312) 640-6741
FOR IMMEDIATE RELEASE
THURSDAY, AUGUST 1, 2002
NORTHFIELD LABORATORIES URGES CAUTION
REGARDING DISSIDENT SHAREHOLDER
EVANSTON, ILLINOIS, AUGUST 1, 2002 - NORTHFIELD LABORATORIES, INC. (NASDAQ/NMS:
NFLD), a leading developer of an oxygen-carrying blood substitute for trauma and
elective surgery situations, today urged its shareholders not to sign any proxy
card sent to them by dissident shareholder C. Robert Coates.
Steven A. Gould, M.D., Northfield's Chairman and Chief Executive Officer,
commented, "We are disappointed that Mr. Coates has apparently chosen not to
support the positive changes we've recently announced. Northfield's board and
management are committed to enhancing shareholder value. We will soon be sending
our shareholders detailed information about the actions we are taking to build
the long-term value of their shares, and the reasons why Northfield's board
believes the efforts of Mr. Coates are unwise and not in the best interest of
Northfield or its shareholders."
Northfield indicated that it plans to mail proxy materials to its shareholders
shortly for its September 13, 2002 annual meeting.
Statements in this release that are not strictly historical are
"forward-looking" statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks, which may cause the
company's actual results in the future to differ materially from expected
results. These risks include, among others: competition from other blood
substitute products; the company's ability to obtain regulatory approval to
market PolyHeme commercially; the company's and/or its representative's ability
to successfully market and sell PolyHeme; the company's ability to manufacture
PolyHeme in sufficient quantities; the company's ability to obtain an adequate
supply of raw materials; the company's ability to maintain intellectual property
protection for its proprietary product and to defend its existing intellectual
property rights from challenges by third parties; the availability of capital to
finance planned growth; and the extent to which the hospitals and physicians
using PolyHeme are able to obtain third-party reimbursement, as described in the
company's filings with the Securities and Exchange Commission.
Northfield, the members of its board of directors and certain of its executive
officers may be deemed to be participants in the solicitation of proxies in
connection with Northfield's 2002 annual meeting of stockholders. Information
regarding each participant will be included in the definitive proxy statement
that will be filed by Northfield with the Securities and Exchange Commission in
connection with the annual meeting. Shareholders are urged to read the
definitive proxy statement carefully when it becomes available because it will
contain important information. Northfield's definitive proxy statement will be
available without charge at the SEC's Internet web site at www.sec.gov. In
addition, Northfield will provide copies of its definitive proxy statement
without charge upon request. Requests for copies of the proxy statement should
be directed to Northfield at (847) 864-3500.
FRB | Weber Shandwick Worldwide serves as financial relations counsel to this
company, is acting on the company's behalf in issuing this bulletin and
receiving compensation therefor. The information contained herein is furnished
for information purposes only and is not to be construed as an offer to buy or
sell securities.