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.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(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:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(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):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
[ ] 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:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------------
NORTHFIELD LABORATORIES INC
1560 Sherman Avenue, Suite 1000
Evanston, Illinois 60201-4800
August 22, 2002
Dear Fellow Shareholder:
YOUR VOTE AT THIS YEAR'S ANNUAL MEETING OF NORTHFIELD SHAREHOLDERS IS EXTREMELY
IMPORTANT. As you know, your Board and management are engaged in an aggressive
effort to resolve the FDA's remaining concerns and achieve regulatory approval
for PolyHeme(TM). Yet, at this critical juncture in Northfield's history a
dissident shareholder - C. Robert Coates - has mounted an unwarranted and
disruptive campaign to seat himself and an associate, Bert R. Williams III, on
the Northfield Board of Directors. We are convinced that the presence of Mr.
Coates and Mr. Williams on the Northfield Board is not in your best interests
and could harm the value of your investment in Northfield. TO PROTECT YOUR
INVESTMENT, I URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD
TODAY.
YOU SHOULD KNOW THAT MR. COATES HAS CHOSEN TO FRAME HIS CAMPAIGN IN SUCH A WAY
THAT IF HE IS SUCCESSFUL, TWO HIGHLY QUALIFIED BOARD NOMINEES, JOHN F. BIERBAUM
AND DR. PAUL M. NESS, WILL NOT BE ELECTED AT THE ANNUAL MEETING. It is the
Board's opinion that each of these individuals can make a valuable contribution
to Northfield and help to achieve the successful commercialization of PolyHeme.
WE BELIEVE MR. BIERBAUM AND DR. NESS BRING A STRONGER SET OF SKILLS AND
KNOWLEDGE TO THE JOB OF PROTECTING YOUR INTERESTS. Consider their
qualifications:
JOHN F. BIERBAUM is Executive Vice President of Investor Relations and Corporate
Growth of PepsiAmericas, Inc., a public company with over $3 billion in annual
sales. PepsiAmericas, Inc. is Northfield's largest shareholder. Mr. Bierbaum's
extensive business experience, investment knowledge and relationships within the
financial community will add important expertise to the Board regarding future
funding.
PAUL M. NESS, M.D. is Professor of Pathology, Medicine and Oncology at Johns
Hopkins University School of Medicine. He has been the director of the School's
Transfusion Medicine Division since 1979. He served on the Blood Products
Advisory Committee of the FDA from 1996 to 1998, and has also served on many FDA
advisory panels. Dr. Ness is an internationally known expert in transfusion
medicine, and has had extensive interaction with the FDA, the National
Institutes of Health and other governmental organizations.
CONTRAST THESE CREDENTIALS WITH THOSE OF MR. COATES AND HIS ASSOCIATE:
C. ROBERT COATES is a private investor and President of Management Insights,
Inc., a privately held tax consulting operation. Mr. Coates has:
- NO HEALTH-CARE INDUSTRY EXPERIENCE
- NO INDICATED CAPITAL RAISING EXPERIENCE
- NO PUBLIC COMPANY EXECUTIVE-LEVEL EXPERIENCE
- NO FDA REGULATORY EXPERIENCE
In addition, Mr. Coates has little public corporate board experience. In 1999 he
served as a director of Inprise Corp. but resigned after only eight months,
turning his back on that company and its shareholders.
In our opinion, Mr. Coates' lack of experience and judgment is clearly evident
in his recent behavior. His frustration with the decline in Northfield's share
price is shared by all of us. However, we do not believe that his recent spate
of press releases--which implicitly criticize the FDA while touting
PolyHeme--are helpful or appropriate at this critical stage of our discussions
with that agency. WERE HE TO ENGAGE IN SUCH COMMUNICATIONS AS A BOARD MEMBER, WE
FEAR IT COULD SEVERELY COMPROMISE OUR ABILITY TO SECURE FDA APPROVAL FOR
POLYHEME.
WE ALSO BELIEVE THAT HIS PUBLIC STATEMENTS THAT NORTHFIELD COULD SELL SHARES AT
$20 UNDER CURRENT MARKET CONDITIONS ARE BOTH IRRESPONSIBLE AND MISLEADING. WHEN
I ASKED MR. COATES TO PROVIDE DETAILS ABOUT THIS "TRANSACTION" TO SUPPORT HIS
CLAIMS, HE REFUSED TO DO SO. In all events, we believe it is both unprofessional
and unwise to attempt to negotiate any such purported transaction in the media.
BERT WILLIAMS is, in our opinion, similarly lacking in the skills and experience
that would recommend him to the Northfield Board. He has spent his entire career
working for small private medical device companies controlled by his family. His
indicated experience in the medical device field is far removed from the
complexities of a breakthrough biological product such as PolyHeme. In addition,
Mr. Williams lacks any public company executive or board experience.
Furthermore, we are seriously concerned that the background information Mr.
Williams supplied Northfield in connection with his nomination was misleadingly
incomplete. HE FAILED TO DISCLOSE THAT HE WAS BOTH AN OFFICER AND DIRECTOR OF
RUPP & BOWMAN COMPANY WHEN IT FILED FOR BANKRUPTCY IN 1994. We find this lack of
disclosure disturbing.
Your company's independent nominating committee carefully considered Mr. Coates
and Mr. Williams as director nominees--and found them seriously lacking in the
qualifications that Northfield shareholders deserve. THE BOARD UNANIMOUSLY
DETERMINED THAT THE NORTHFIELD DIRECTOR NOMINEES ARE FAR BETTER EQUIPPED TO
GUIDE YOUR COMPANY THROUGH THIS CRITICAL PERIOD. (A brief biographical
description of our other director nominees appears on the following page.)
In recent months, we have been engaged in what we believe is a productive
dialogue with the FDA. Don't allow that process to be jeopardized. I urge you to
act today to protect the value of your investment by signing, dating and
returning the BLUE proxy card today.
If you have any questions or comments voting your shares or the issues facing
our company, please call Innisfree M&A Incorporated, who is assisting us,
toll-free at 1-888-750-5834.
Thank you for your continued support,
Steven A. Gould, M.D.
Chairman and Chief Executive Office
--------------------------------------------------------------------------------
REMEMBER--ONLY YOUR LATEST DATED PROXY COUNTS!
If you have already voted a White proxy card in error, you
have every legal right to change your vote by signing
and returning a later-dated BLUE proxy card today.
To ensure that your vote is counted for Northfield's director nominees, do NOT
sign any White proxy card sent to you by C. Robert Coates, even to withhold
your support for the Coates nominees. Simply discard
the White card.
If you have any questions or need assistance in voting your shares,
please call:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5834
Banks and Brokers call collect (212) 750-5833
--------------------------------------------------------------------------------
CURRENT NORTHFIELD DIRECTORS:
BRUCE S. CHELBERG is a former Chairman and Chief Executive Officer of
PepsiAmericas, Inc. Mr. Chelberg is a seasoned veteran in corporate America, and
provides a level of experience and sophistication that is useful to a
development stage company like Northfield.
STEVEN A. GOULD, M.D. is the Chairman and Chief Executive Officer of Northfield,
a founding member of the Northfield scientific team, and Professor of Surgery at
the University of Illinois College of Medicine. Dr. Gould led the presentations
to institutional investors that resulted in the highly successful public
offerings in 1994 and 1995 that raised more than $70 million. He has been
involved in development of national transfusion policy through his participation
in the activities of the National Heart Lung Blood Institute, the National Blood
Resource Education Panel, the Department of Defense, the American Association of
Blood Banks, the American College of Surgeons and The American Red Cross.
GERALD S. MOSS, M.D. is Dean of the University of Illinois College of Medicine
and a founding member of the Northfield scientific team. Dr. Moss has been
involved in development of national transfusion policy through his participation
in the activities of the National Heart Lung Blood Institute, the National Blood
Resource Education Panel, the Department of the Defense, the American
Association of Blood Banks, the American College of Surgeons and The American
Red Cross.
JACK OLSHANSKY has had a long career in the health care industry. He is a former
President of McGaw Laboratories, a division of American Hospital Supply Company,
and was a founding General Partner of Montgomery Medical Ventures. His
experience on both the operating side of health care and the funding of multiple
development stage companies provides an important perspective to both the Board
and management.
DAVID A. SAVNER is currently the Senior Vice President and General Counsel of
General Dynamics Corporation. Mr. Savner was previously Senior Partner in the
law firm of Jenner & Block in Chicago. Mr. Savner is actively involved in
mergers and acquisitions in his present role, as he was in his former capacity.
At General Dynamics, Mr. Savner has extensive interaction with many governmental
agencies, including the Department of Defense. This experience and his
Washington relationships provide Northfield with an important resource.
NEWS
FRB | WEBER SHANDWICK RE: NORTHFIELD LABORATORIES INC.
| FINANCIAL COMMUNICATIONS 1560 SHERMAN AVENUE, SUITE 1000
EVANSTON, IL 60201
(847) 864-3500
WWW.NORTHFIELDLABS.COM
FOR FURTHER INFORMATION:
AT NORTHFIELD LABORATORIES: AT FRB | WEBER SHANDWICK:
Steven A. Gould, M.D. Lisa Fortuna Cindy Martin
Chief Executive Officer Investors Media
(847) 864-3500 (312) 640-6779 (312) 640-6741
FOR IMMEDIATE RELEASE
THURSDAY, AUGUST 22, 2002
NORTHFIELD QUESTIONS CREDIBILITY OF DISSIDENT DIRECTOR NOMINEES
EVANSTON, ILLINOIS, AUGUST 22, 2002 - NORTHFIELD LABORATORIES INC. (NASDAQ/NMS:
NFLD), a leading developer of an oxygen-carrying blood substitute for trauma and
elective surgery situations, today mailed a letter to its shareholders in which
Steven A Gould, M.D., Northfield's Chairman and Chief Executive Officer,
questioned the experience, judgment and credibility of the director nominees
proposed by dissident shareholder Robert Coates and contrasted the superior
qualifications of Northfield's Board nominees. The following is the text of Dr.
Gould's letter:
YOUR VOTE AT THIS YEAR'S ANNUAL MEETING OF NORTHFIELD SHAREHOLDERS IS EXTREMELY
IMPORTANT. As you know, your Board and management are engaged in an aggressive
effort to resolve the FDA's remaining concerns and achieve regulatory approval
for PolyHeme(TM). Yet, at this critical juncture in Northfield's history a
dissident shareholder - C. Robert Coates - has mounted an unwarranted and
disruptive campaign to seat himself and an associate, Bert R. Williams III, on
the Northfield Board of Directors. We are convinced that the presence of Mr.
Coates and Mr. Williams on the Northfield Board is not in your best interests
and could harm the value of your investment in Northfield. TO PROTECT YOUR
INVESTMENT, I URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD
TODAY.
YOU SHOULD KNOW THAT MR. COATES HAS CHOSEN TO FRAME HIS CAMPAIGN IN SUCH A WAY
THAT IF HE IS SUCCESSFUL, TWO HIGHLY QUALIFIED BOARD NOMINEES, JOHN F. BIERBAUM
AND DR. PAUL M. NESS, WILL NOT BE ELECTED AT THE ANNUAL MEETING. It is the
Board's opinion that each of these individuals can make a valuable contribution
to Northfield and help to achieve the successful commercialization of PolyHeme.
-MORE-
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.
NORTHFIELD LABORATORIES INC.
ADD 1
WE BELIEVE MR. BIERBAUM AND DR. NESS BRING A STRONGER SET OF SKILLS AND
KNOWLEDGE TO THE JOB OF PROTECTING YOUR INTERESTS. Consider their
qualifications:
JOHN F. BIERBAUM is Executive Vice President of Investor Relations and Corporate
Growth of PepsiAmericas, Inc., a public company with over $3 billion in annual
sales. PepsiAmericas, Inc. is Northfield's largest shareholder. Mr. Bierbaum's
extensive business experience, investment knowledge and relationships within the
financial community will add important expertise to the Board regarding future
funding.
PAUL M. NESS, M.D. is Professor of Pathology, Medicine and Oncology at Johns
Hopkins University School of Medicine. He has been the director of the School's
Transfusion Medicine Division since 1979. He served on the Blood Products
Advisory Committee of the FDA from 1996 to 1998, and has also served on many FDA
advisory panels. Dr. Ness is an internationally known expert in transfusion
medicine, and has had extensive interaction with the FDA, the National
Institutes of Health and other governmental organizations.
CONTRAST THESE CREDENTIALS WITH THOSE OF MR. COATES AND HIS ASSOCIATE:
C. ROBERT COATES is a private investor and President of Management Insights,
Inc., a privately held tax consulting operation. Mr. Coates has:
- NO HEALTH-CARE INDUSTRY EXPERIENCE
- NO INDICATED CAPITAL RAISING EXPERIENCE
- NO PUBLIC COMPANY EXECUTIVE-LEVEL EXPERIENCE
- NO FDA REGULATORY EXPERIENCE
In addition, Mr. Coates has little public corporate board experience. In 1999 he
served as a director of Inprise Corp. but resigned after only eight months,
turning his back on that company and its shareholders.
In our opinion, Mr. Coates' lack of experience and judgment is clearly evident
in his recent behavior. His frustration with the decline in Northfield's share
price is shared by all of us. However, we do not believe that his recent spate
of press releases--which implicitly criticize the FDA while touting
PolyHeme--are helpful or appropriate at this critical stage of our discussions
with that agency. WERE HE TO ENGAGE IN SUCH COMMUNICATIONS AS A BOARD MEMBER, WE
FEAR IT COULD SEVERELY COMPROMISE OUR ABILITY TO SECURE FDA APPROVAL FOR
POLYHEME.
WE ALSO BELIEVE THAT HIS PUBLIC STATEMENTS THAT NORTHFIELD COULD SELL SHARES AT
$20 UNDER CURRENT MARKET CONDITIONS ARE BOTH IRRESPONSIBLE AND MISLEADING. WHEN
I ASKED MR. COATES TO PROVIDE DETAILS ABOUT THIS "TRANSACTION" TO SUPPORT HIS
CLAIMS, HE REFUSED TO DO SO. In all events, we believe it is both unprofessional
and unwise to attempt to negotiate any such purported transaction in the media.
BERT WILLIAMS is, in our opinion, similarly lacking in the skills and experience
that would recommend him to the Northfield Board. He has spent his entire career
working for small private medical device companies controlled by his family. His
indicated experience in the medical device field is far removed from the
complexities of a breakthrough biological product such as PolyHeme. In addition,
Mr. Williams lacks any public company executive or board experience.
-MORE-
NORTHFIELD LABORATORIES INC.
ADD 2
Furthermore, we are seriously concerned that the background information Mr.
Williams supplied Northfield in connection with his nomination was misleadingly
incomplete. HE FAILED TO DISCLOSE THAT HE WAS BOTH AN OFFICER AND DIRECTOR OF
RUPP & BOWMAN COMPANY WHEN IT FILED FOR BANKRUPTCY IN 1994. We find this lack of
disclosure disturbing.
Your company's independent nominating committee carefully considered Mr. Coates
and Mr. Williams as director nominees--and found them seriously lacking in the
qualifications that Northfield shareholders deserve. THE BOARD UNANIMOUSLY
DETERMINED THAT THE NORTHFIELD DIRECTOR NOMINEES ARE FAR BETTER EQUIPPED TO
GUIDE YOUR COMPANY THROUGH THIS CRITICAL PERIOD. (A brief biographical
description of our other director nominees appears on the following page.)
In recent months, we have been engaged in what we believe is a productive
dialogue with the FDA. Don't allow that process to be jeopardized. I urge you to
act today to protect the value of your investment by signing, dating and
returning the BLUE proxy card today.
If you have any questions or comments voting your shares or the issues facing
our company, please call Innisfree M&A Incorporated, who is assisting us,
toll-free at 1-888-750-5834.
Thank you for your continued support.
--------------------------------------------------------------------------------
REMEMBER-ONLY YOUR LATEST DATED PROXY COUNTS!
If you have already voted a White proxy card in error, you have every legal
right to change your vote by signing and returning a later-dated BLUE proxy
card today.
To ensure that your vote is counted for Northfield's director nominees, do NOT
sign any White proxy card sent to you by C. Robert Coates, even to withhold
your support for the Coates nominees. Simply discard the White card.
If you have any questions or need assistance in voting your shares, please call:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5834
Banks and Brokers call collect (212) 750-5833
--------------------------------------------------------------------------------
-MORE-
NORTHFIELD LABORATORIES INC.
ADD 3
CURRENT NORTHFIELD DIRECTORS:
BRUCE S. CHELBERG is a former Chairman and Chief Executive Officer of
PepsiAmericas, Inc. Mr. Chelberg is a seasoned veteran in corporate America, and
provides a level of experience and sophistication that is useful to a
development stage company like Northfield.
STEVEN A. GOULD, M.D. is the Chairman and Chief Executive Officer of Northfield,
a founding member of the Northfield scientific team, and Professor of Surgery at
the University of Illinois College of Medicine. Dr. Gould led the presentations
to institutional investors that resulted in the highly successful public
offerings in 1994 and 1995 that raised more than $70 million. He has been
involved in development of national transfusion policy through his participation
in the activities of the National Heart Lung Blood Institute, the National Blood
Resource Education Panel, the Department of Defense, the American Association of
Blood Banks, the American College of Surgeons and The American Red Cross.
GERALD S. MOSS, M.D. is Dean of the University of Illinois College of Medicine
and a founding member of the Northfield scientific team. Dr. Moss has been
involved in development of national transfusion policy through his participation
in the activities of the National Heart Lung Blood Institute, the National Blood
Resource Education Panel, the Department of the Defense, the American
Association of Blood Banks, the American College of Surgeons and The American
Red Cross.
JACK OLSHANSKY has had a long career in the health care industry. He is a former
President of McGaw Laboratories, a division of American Hospital Supply Company,
and was a founding General Partner of Montgomery Medical Ventures. His
experience on both the operating side of health care and the funding of multiple
development stage companies provides an important perspective to both the Board
and management.
DAVID A. SAVNER is currently the Senior Vice President and General Counsel of
General Dynamics Corporation. Mr. Savner was previously Senior Partner in the
law firm of Jenner & Block in Chicago. Mr. Savner is actively involved in
mergers and acquisitions in his present role, as he was in his former capacity.
At General Dynamics, Mr. Savner has extensive interaction with many governmental
agencies, including the Department of Defense. This experience and his
Washington relationships provide Northfield with an important resource.
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.
VISIT THE NORTHFIELD WEBSITE AT: WWW.NORTHFIELDLABS.COM
-30-