SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 12, 2004
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(Date of Report; Date of Earliest Event Reported)
Northfield Laboratories Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-24050 36-3378733
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
1560 Sherman Avenue
Suite 1000
Evanston, Illinois 60201-4800
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(Address of Principal Executive Offices)
(847) 864-3500
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Required FD Disclosure.
On May 13, 2004, Northfield Laboratories Inc. announced that it has
obtained commitments from institutional investors to purchase approximately
$23.4 million of its common stock in a registered direct offering. The exhibits
filed herewith relate to the Registration Statement on Form S-3 filed with the
Securities and Exchange Commission by the Company on June 27, 2003 (SEC File No.
333-106615), as supplemented by the Prospectus Supplement filed pursuant to Rule
424(b)(2) on May 13, 2004. A copy of the Company's press release announcing this
offering is attached as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
(c) Exhibits.
Exhibit 1.1 - Placement Agent Agreement dated May 12, 2004 between
Northfield Laboratories Inc. and SG Cowen & Co., LLC.
Exhibit 4.1 - Placement Agent's Warrant.
Exhibit 5.1 - Opinion of Baker & McKenzie.
Exhibit 23.1 - Consent of Baker & McKenzie (contained in their
opinion filed as Exhibit 5.1).
Exhibit 99.1 - Press Release, dated May 13, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Northfield has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 14, 2004 NORTHFIELD LABORATORIES INC.
By /s/ Jack J. Kogut
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Jack J. Kogut
Senior Vice President and Chief Financial
Officer