SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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[ ] Definitive Proxy Statement
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[X ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Section
240.14a-12
NORTHFIELD LABORATORIES, INC.
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(Name of Registrant as Specified In Its Charter)
MANAGEMENT INSIGHTS, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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<PAGE>
NOTE:
This press release was originally issued on June 23, 2000, and is being revised
to add the participant information required by Rule 14a-12(b)
INFORMATION CONCERNING MANAGEMENT INSIGHTS, C. ROBERT COATES
AND OTHER PARTICIPANTS IN PROXY STATEMENT
FOR NORTHFIELD LABORATORIES INC.
Information regarding Management Insights, Inc., C. Robert Coates and the other
nominees supported by Management Insights for election to the Board of Directors
of Northfield Laboratories Inc. ("Northfield Labs"), each participant's interest
in Northfield Labs and information regarding Beacon Hill Partners, Management
Insights' proxy solicitation firm, is available in Management Insights'
preliminary proxy statement and will be furnished to stockholders of Northfield
Labs in Management Insights' definitive proxy statement. Stockholders of
Northfield Labs are urged to read the proxy statement carefully, as it will
contain important information about Management Insights' nominees. The
definitive proxy statement will be available on the SEC's Internet site at
http://www.sec.gov. In addition, Management Insights will provide to any
requesting stockholder additional copies of the definitive proxy statement and
form of proxy as soon as they are available. Requests for any such materials
should be directed to Beacon Hill at its toll-free number: 800-755-5001.
<PAGE>
FOR IMMEDIATE RELEASE
Contact:
Michael Eden
Management Insights, Inc.
14755 Preston Road Suite 525
Dallas, TX 75240
(972) 755-2064
[email protected]
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Management Insights, Inc. Releases Letter to Shareholders of Northfield Labs
Dallas/June 22, 2000/PRNewswire/ -- -- C. Robert Coates and Management Insights,
Inc. (MII) today announced they have retained Beacon Hill Partners, Inc. as
strategic advisor regarding opportunities to improve the shareholder value of
Northfield Labs (NASDAQ: NFLD). Mr. Coates and MII are significant Northfield
Labs shareholders.
"We believe Northfield's product, PolyHeme, is the best blood substitute
candidate under development and is a testament to the quality of Northfield's
research staff," said Mr. Coates. "However, successful public companies must
also execute well in such disciplines as investor relations, public relations,
and marketing. Northfield's management has consistently refused to communicate
details of the company's successes and status to shareholders, the financial
community, the medical community, and the press. This has resulted in the
company being greatly undervalued relative to such competitors as Biopure
Corporation and Alliance Pharmaceutical."
In addition, C. Robert Coates and MII announced that they have released the
following letter for mailing to Northfield Labs' shareholders.
***
AN IMPORTANT MESSAGE
FOR FELLOW SHAREHOLDERS OF NORTHFIELD LABS INC.
FROM C. ROBERT COATES AND MANAGEMENT INSIGHTS, INC.
JUNE 19, 2000
Dear Fellow Northfield Shareholder:
We own 640,800 shares of Northfield Labs, Inc. (approximately 4.5% of
Northfield's outstanding shares) as of June 19, 2000. As one of Northfield's
largest shareholders, we have concerns about our Management's commitment to
maximizing shareholder value and about our declining stock price.
Our current Management has effectively adopted a "Wall of Silence" policy toward
communicating with shareholders, the medical community, the press, and Wall
Street. No press releases describing the status of Northfield's products or
clinical trials have been released since May 4, 1999. Northfield's SEC Form 10Q
and 10K reports all contain essentially the same vaguely worded boilerplate
descriptions of the Company's status. Information from the Company's Investor
Relations Department is bereft of detail.
<PAGE>
We, the shareholders, have paid the price for this policy. We have spoken with
several Wall Street analysts and institutions, and they have confirmed that this
lack of communication has raised the perceived level of risk of the Company to
investors. Over the past twelve months, the share prices of Northfield's primary
competitors, Biopure Corporation and Alliance Pharmaceutical have risen
significantly. Northfield shares, however, are trading at essentially the same
price as a year ago.
<TABLE>
PERFORMANCE COMPARISONS - BLOOD SUBSTITUTE COMPANIES
<CAPTION>
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June 18, 1999 June 19, 2000 % Change Market Capitalization Institutional
Ownership
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<S> <C> <C> <C> <C> <C>
Alliance Pharmaceutical $ 2 7/16 $ 10 3/4 341% $ 507.2M 26%
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Biopure Corporation $ 10 1/4 * $ 18 3/8 79% $ 458.1M 29%
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Northfield Labs $ 12 $ 12 7/16 4% $ 177.1M 10%
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* As of close of trading on IPO date 30 July 1999
</TABLE>
According to published reports, our Product, PolyHeme, is a leading candidate in
the search for a safe and effective blood substitute. It is the only blood
substitute product under development that has been successfully used to rapidly
replace essentially ALL of a human being's blood. In fact, up to twice the total
adult blood volume has, effectively, been given without any appreciable ill
effects. This achievement is unprecedented, and all competing substitutes have
significant side effects that have not been encountered with PolyHeme. This
remarkable product has the potential to save countless lives throughout the
world in severe trauma and rapid hemorrhage situations, not to mention a variety
of other potential applications. The benefits of a red blood cell substitute
with a long shelf life, that is free of the risk of disease transmission or
transfusion reaction and can be given without preceding lab tests, even in the
field, cannot be overstated. Despite this, the Company is valued at much less
than half that of Biopure Corporation or Alliance Pharmaceutical.
I believe this under-performance is attributable to the following:
1) Lack of communication with Wall Street industry analysts and
institutions
2) Lack of communication with the shareholders and the press
3) Lack of publication in medical journals and other scientific media
4) Lack of announced progress in contracting for a reliable source of
outdated blood for use in the manufacturing process
5) Lack of announced progress in recruiting distribution and
manufacturing partners
6) Lack of commitment to marketing and PR awareness campaigns
I WOULD LIKE TO SEE NORTHFIELD LABS MANAGEMENT IMPROVE SHAREHOLDER VALUE BY
ADDRESSING THESE DEFICIENCIES IMMEDIATELY. I AM NOT SUGGESTING THAT THE COMPANY
SHOULD ENGAGE IN A POLICY OF HYPING THE STOCK; I DO, HOWEVER, EXPECT MANAGEMENT
AND THE BOARD TO OPENLY AND REGULARLY COMMUNICATE WITH US TO FULFILL THEIR
FIDUCIARY DUTY.
REMEMBER: THIS IS OUR COMPANY! WE HAVE THE RIGHT TO ASK THAT OUR LEADERSHIP
ACTIVELY SEEK TO MAXIMIZE SHAREHOLDER VALUE!
<PAGE>
I will be actively encouraging Northfield Management to adopt a more
shareholder-friendly approach and urge you to do the same. I would appreciate
hearing your concerns as well.
Best regards,
C. Robert Coates
Chief Executive Officer
Management Insights, Inc.
***
About Management Insights, Inc.
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Management Insights, Inc. (MII) is a diversified management consulting, venture
capital, and investment firm. Its customers include a number of Fortune 500
companies. Among its public investments are large equity stakes in Inprise
Corporation (NASDAQ: INPR), Evolving Systems (NASDAQ: EVOL) and Northfield Labs
(NASDAQ: NFLD). Through its ProxyCapital Partners, Inc. subsidiary, MII serves
as fund manager for ProxyCapital LP, a value-oriented hedge fund.
<PAGE>
MANAGEMENT INSIGHTS INC.
14755 PRESTON ROAD, SUITE 525
DALLAS, TX 75240
(972) 755-2100
[email protected]
We would like to hear from you. We would appreciate it if you would take a
few minutes to fill out the information requested below.
Thank you for your time and cooperation.
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SHAREHOLDER INFORMATION
NAME: ___________________________________________
FIRM: _______________________________________________
ADDRESS: ________________________________________________
CITY: __________________________STATE: ____ZIP: ________
PHONE: ____________________________FAX: ______________
I HOLD MY NORTHFIELD LABS INC. SHARES THROUGH:
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(NAME OR BROKERAGE FIRM OR BANK) (NUMBER OF SHARES OWNED)
STOCK BROKER OR FINANCIAL ADVISOR INFORMATION
NAME: ___________________________________________
FIRM: _______________________________________________
ADDRESS: _______________________________________________
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PHONE: ____________________________FAX: ______________
COMMENTS: ________________________________________________________________
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PLEASE RETURN THIS FORM TO OUR ATTENTION AT THE ADDRESS INDICATED ABOVE.
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IF YOU PREFER, YOU MAY FAX IT TO OUR OFFICES AT (972) 755-2080 ATTN: NORTHFIELD
