As filed with the Securities and Exchange Commission on May 13, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTHFIELD LABORATORIES INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3378733
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification Number)
1560 SHERMAN AVENUE
SUITE 1000
EVANSTON, IL 60201-4800
(847) 864-3500
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Jack J. Kogut
Chief Financial Officer
Northfield Laboratories Inc.
1560 Sherman Avenue
Suite 1000
Evanston, IL 60201-4800
(847) 864-3500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies to:
Craig A. Roeder, Esq.
Baker & McKenzie
One Prudential Plaza
Suite 3500
130 East Randolph Drive
Chicago, IL 60601
(312) 861-8000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, (the "Securities Act") other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 333-106615
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum Proposed Maximum
Title Of Shares To Be Registered Aggregate Offering Offering Price Per Unit Registration Fee
-------------------------------- ------------------- ----------------------- ----------------
Price (1)(2)(3)
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Common Stock, par value $.01 per
share(4) -- -- --
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Preferred Stock, par value $.01 per
share(4) -- -- --
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Depositary Shares(4)
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-- -- --
Stock Purchase Contracts
--------------------------------------------------------------------------------------------------------------------
-- -- --
Warrants(5)
--------------------------------------------------------------------------------------------------------------------
-- -- --
Debt Securities
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Total(6) $3,908,898 (7) 100%(4) $495.26
====================================================================================================================
(1) The Registrant previously registered securities having a maximum
aggregate offering price of $50,000,000 on a registration statement on
Form S-3 (File No. 333-106615) for which a fee of $4,045 was previously
paid.
(2) Or (i) if any debt securities are issued at an original issue discount,
such greater principal amount as will result in an aggregate initial
offering price equal to the amount to be registered or (ii) if any debt
securities are issued with a principal amount denominated in a foreign
currency or composite currency, such principal amount as will result in
an aggregate initial offering price equivalent thereto in United States
dollars at the time of initial offering.
(3) These figures are estimates made solely for the purpose of calculating
the registration fee pursuant to Rule 457(o) under the Securities Act
of 1933, exclusive of accrued interest, if any, on the debt securities.
(4) In addition to any securities that may be registered hereunder, we are
also registering an indeterminate number of shares of common stock,
preferred stock, depositary shares and debt securities as may be issued
upon conversion, exercise or exchange of the securities issued directly
hereunder. No separate consideration will be received for any shares of
common stock, preferred stock, depositary shares or debt securities so
issued upon conversion, exercise or exchange.
(5) Includes warrants to purchase common stock, preferred stock, depositary
shares and debt securities.
(6) We will determine the proposed maximum offering price per unit in
connection with the issuance of the securities.
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(7) The securities registered hereunder may be sold separately or as units
with other securities registered hereby. The aggregate amount of common
stock registered hereunder is limited to that which is permissible
under Rule 415(a)(4) under the Securities Act, to the extent
applicable.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV to Form S-3, both as promulgated under the
Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (File No. 333-106615) filed by Northfield
Laboratories Inc. with the Securities and Exchange Commission on June 27,
2003, which was declared effective by the SEC on July 3, 2003, and
including the documents filed by Northfield with the SEC and incorporated
or deemed to be incorporated therein, are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Evanston, State of Illinois, on the 13th day of May,
2004.
NORTHFIELD LABORATORIES INC.
By: /s/ Steven A. Gould, M.D.
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Steven A. Gould, M.D.
Chairman of the Board and
Chief Executive Officer
Signature Title Date
--------- ----- ----
Chairman of the Board and
/s/ Steven A. Gould, M.D. Chief Executive Officer May 13, 2004
----------------------------------------------- (Principal Executive Officer)
Steven A. Gould, M.D.
Senior Vice President, Chief Financial
/s/ Jack J. Kogut Officer, Secretary and Treasurer May 13, 2004
----------------------------------------------- (Principal Financial Officer and Principal
Jack J. Kogut Accounting Officer)
/s/ Bruce S. Chelberg Director May 13, 2004
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Bruce S. Chelberg
* Director May 13, 2004
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Jack Olshansky
* Director May 13, 2004
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David A. Savner
/s/ John F. Bierbaum Director May 13, 2004
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John F. Bierbaum
* Director May 13, 2004
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Paul M. Ness, M.D.
* /s/ Jack J. Kogut May 13, 2004
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As attorney-in-fact
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EXHIBIT INDEX
NUMBER DESCRIPTION
5.1 Opinion of Baker & McKenzie.
15.1 Acknowledgement of Independent Certified Public Accountants.
23.1 Consent of Baker & McKenzie (contained in their opinion filed
as Exhibit 5.1 to this Registration Statement).
23.2 Consent of KPMG LLP.
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