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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
NORTHFIELD LABORATORIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3378733
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1560 SHERMAN AVENUE
SUITE 1000
EVANSTON, ILLINOIS 60201-4800
(Address of registrant's principal executive offices)
NORTHFIELD LABORATORIES INC.
NONQUALIFIED STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
(Full title of the Plan)
____________________
JACK J. KOGUT
VICE PRESIDENT - FINANCE
NORTHFIELD LABORATORIES INC.
1560 SHERMAN AVENUE
SUITE 1000
EVANSTON, ILLINOIS 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.
JENNER & BLOCK
ONE IBM PLAZA
CHICAGO, ILLINOIS 60611
(312) 222-9350
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum
Title of Securities Amount to be Proposed maximum offering aggregate Amount of
to be Registered registered price per share offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock of
Northfield
Laboratories Inc.,
par value $.01 per
share......... 200,000 $14.10* $2,820,000 $831.90
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</TABLE>
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 and is based upon the average of the high and low
sale prices for the registrant's Common Stock reported on The Nasdaq Stock
Market, Inc. as quoted for April 29, 1998 in The Wall Street Journal.
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PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") have been or will be
sent or given to participants in the plan listed on the cover of this
Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s)
are not being filed with the Commission but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus which meets the requirements of Section
10(a) of the Securities Act.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated in this Registration Statement by reference:
1. Annual Report on Form 10-K of Northfield Laboratories Inc. (the
"Company") for the fiscal year ended May 31, 1997;
2. Quarterly Report on Form 10-Q of the Company for the fiscal
quarter ended August 31, 1997;
3. Quarterly Report on Form 10-Q of the Company for the fiscal
quarter ended November 30, 1997;
4. Quarterly Report on Form 10-Q of the Company for the fiscal
quarter ended February 28, 1998; and
5. Description of the Common Stock of the Company included in the
Company's Registration Statement on Form S-1, Registration No. 33-76856, as
filed with the Commission on March 25, 1994, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
in this Registration Statement by reference and to be a part hereof from the
date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify any person who was or is a party to
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceedings, had no reasonable cause to
believe his conduct was unlawful; provided, however, in a suit by or in the
right of the corporation no indemnification shall be made in respect of any
claim,
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issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought has determined upon application that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity or such expenses deemed proper by
the court.
The Company's Restated Certificate of Incorporation provides that the
Company will indemnify its directors, officers, employees and agents to the
fullest extent permitted by Delaware law. The Company's Restated Certificate
of Incorporation additionally requires the Company to advance expenses incurred
by its directors, officers, employees and agents to the fullest extent
permitted by Delaware law in connection with any matter with respect to which
such persons may be entitled to seek indemnification.
The Company's Restated Certificate of Incorporation also provides that,
to the fullest extent permitted by Delaware law, the Company's directors will
not be liable for monetary damages for breach of the directors' fiduciary duty
of care to the Company and its stockholders. This provision does not eliminate
the duty of care and, in appropriate circumstances, equitable remedies such as
an injunction or other forms of non-monetary relief will remain available under
Delaware law. Each director will also continue to be subject to liability for
breach of the director's duty of loyalty to the Company or its stockholders,
for acts or omissions not in good faith or involving intentional misconduct or
a knowing violation of law, for unlawful distributions to stockholders and for
any transaction from which the director derives an improper personal benefit.
In addition, this provision does not affect a director's responsibilities under
any other laws, such as the federal securities laws or state or federal
environmental laws.
The Company has purchased an insurance policy which purports to insure
the officers and directors of the Company against certain liabilities
incurred by them in the discharge of their functions as officers and directors,
except for liabilities resulting from their own malfeasance. The insurance
policy provides coverage in the amount of $6,000,000 for annual aggregate
claims.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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4 -- None.
5.1 -- Opinion of Jenner & Block.
15 -- Acknolwedgement of KPMG Peat Marwick LLP.
23.1 -- The consent of KPMG Peat Marwick LLP.
23.2 -- The consent of Jenner & Block is contained in their
opinion filed as Exhibit 5.1 to this Registration
Statement.
24 -- None.
27 -- None.
28 -- None.
99 -- None.
</TABLE>
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ITEM 9. UNDERTAKINGS
A. SUBSEQUENT DISCLOSURE.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. INCORPORATION BY REFERENCE.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. TRANSMIT CERTAIN MATERIAL
(1) The Company hereby undertakes to deliver or cause to be delivered
with the prospectus to each employee to whom the prospectus is sent or given
a copy of the Company's annual report to stockholders for its last fiscal year,
unless such employee otherwise has received a copy of such report in which case
the Company shall state in the prospectus that it will promptly furnish, without
charge, a copy of such report on written request of the employee. If the last
fiscal year of the Company has ended within 120 days prior to the use of the
prospectus, the annual report for the preceding year may be so delivered, but
within such 120 day period the annual report for the last fiscal year will be
furnished to each such employee.
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(2) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 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 April 30, 1998.
NORTHFIELD LABORATORIES INC.
By /s/ Richard E. DeWoskin
----------------------------------------------
Richard E. DeWoskin
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Company in the capacities indicated on April 30, 1998.
SIGNATURE TITLE
--------- -----
/s/ Richard E. DeWoskin
- ---------------------------- Chairman of the Board and Chief Executive Officer
Richard E. DeWoskin (principal executive officer)
/s/ Steven A. Gould
- ---------------------------- President, Director
Steven A. Gould, M.D.
/s/ Jack J. Kogut
- ---------------------------- Vice President - Finance, Secretary and
Jack J. Kogut Treasurer (principal financial officer and
principal accounting officer)
/s/ Gerald S. Moss
- ---------------------------- Director
Gerald S. Moss, M.D.
/s/ Bruce S. Chelberg
- ---------------------------- Director
Bruce S. Chelberg
/s/ Jack Olshansky
- ---------------------------- Director
Jack Olshansky
/s/ David A. Savner
- ---------------------------- Director
David A. Savner
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Exhibit 5.1
[Jenner & Block Letterhead]
April 30, 1998
Northfield Laboratories, Inc.
1650 Sherman Avenue
Suite 1000
Evanston, Illinois 60201-4800
Gentlemen:
We have acted as counsel to Northfield Laboratories Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement"), filed by the Company under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
(the "Commission"), relating to the sale of up to 200,000 shares (the "Shares")
of the Company's Common Stock, par value $.01 per share, pursuant to the
Northfield Laboratories Inc. Nonqualified Stock Option Plan for Outside
Directors (the "Plan"). We have examined the Registration Statement as filed by
the Company with the Commission. We have additionally reviewed such other
documents and have made such further investigations as we have deemed necessary
to enable us to express the opinion hereinafter set forth.
Based on the foregoing, we hereby advise you that in our opinion the Shares
have been duly authorized by the Company and will, when issued in accordance
with the terms and conditions of the Plan, be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JENNER & BLOCK
By /s/ Craig A. Roeder
--------------------
A Partner
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Exhibit 15
ACKNOWLEDGMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
REGARDING INDEPENDENT AUDITORS' REVIEW REPORT
The Board of Directors
Northfield Laboratories Inc.:
With respect to the registration statement on Form S-8 of Northfield
Laboratories Inc., we acknowledge our awareness of the use therein of our
reports dated October 10, 1997, January 12, 1998 and April 8, 1998 related to
our reviews of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
April 29, 1998
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Exhibit 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Northfield Laboratories Inc.:
We consent to the use of our report dated July 3, 1997, relating to the balance
sheets of Northfield Laboratories Inc. as of May 31, 1997 and 1996, and the
related statements of operations, shareholders' equity (deficit), and cash
flows for each of the years in the three-year period ended May 31, 1997 and for
the cumulative period from June 19, 1985 (inception) through May 31, 1997,
incorporated by reference in this registration statement on Form S-8.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
April 29, 1998
