SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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>
FOR IMMEDIATE RELEASE
---------------------
Contact:
Michael Eden
Management Insights, Inc.
14755 Preston Road Suite 525
Dallas, TX 75240
(972) 755-2064
[email protected]
Major Investor in Northfield Labs Files for Proxy Contest
Dallas/August 31, 2000/PRNewswire/ -- -- C. Robert Coates and Management
Insights, Inc. (MII) today announced they have filed a slate of four candidates
to stand for election to the Board of Directors of Northfield Laboratories Inc.
(NASDAQ: NFLD) at the company's annual meeting on October 12, 2000. Mr. Coates
and MII are significant Northfield Labs shareholders, owning approximately 4.5%
of the company's common stock.
"We continue to believe Northfield's product, PolyHeme, is the best blood
substitute under development and is a testament to the quality of Northfield's
research staff," said Mr. Coates. "However, events of the past months have shown
that the current, entrenched Board is no longer committed to the interests of
public shareholders. We believe the election of several truly independent
directors is necessary to maximize shareholder value."
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.
AUGUST 31, 2000
Dear Fellow Northfield Shareholder:
Today we announced that we have filed a slate of four candidates to stand for
election to the Board of Directors of Northfield Labs at the Annual Meeting on
October 12, 2000. We did not take this step lightly.
I wrote to you on June 19, 2000 concerning the "Wall of Silence" policy that our
current Board has adopted toward communicating the Company's progress, and the
chilling effect that this policy has had on Northfield's share price relative to
its competitors. Many of you responded to our letter with similar stories
describing your attempts to get the Company to provide you information, or even
to get your phone calls returned.
On July 24, 2000 I flew to Chicago and met with Richard DeWoskin to discuss the
points in our letter and share the feedback we had received from other
shareholders. By mutual consent we did not discuss any information about
Northfield Labs that is not publicly available.
<PAGE>
In that meeting, I discussed:
o our determination that Polyheme was the best "blood substitute"
currently in FDA trials and that it represented an incredible
scientific achievement on the part of its inventors.
o my background, including my MBA and PhD in Finance, Economics and
Accounting from the University of Chicago, my ownership and
management for the last twenty years of a very successful
consulting company, and my extensive experience in the valuation
of companies- including having served as an expert witness in that
area.
o a detailed explanation of the true value of Northfield shares
based on a market comparison of its peers and my reasons for
expecting a valuation of $35 or more a share if Mr. DeWoskin
followed standard business practices. These include adding staff
in the marketing and investor relations areas and communicating
with securities analysts, shareholders, the medical community and
the general public.
Mr. DeWoskin indicated that he was unconcerned with the actions of the stock
market and the current price of Northfield shares, but did commit to provide a
timely response to shareholders about our meeting. When he did not, we issued
our own press release on August 2, 2000 confirming the meeting.
Northfield's share price reflects Mr. DeWoskin's attitude. According to the
proxy statement Northfield has already sent you, $100 invested in the NASDAQ
Stock Market or the NASDAQ Pharmaceutical Index would have grown to over $400 in
the period from 1995 to 2000, while that same $100 invested in Northfield would
have decreased to $80.90 over the same period.
We believe it is intolerable that the Board of Directors, with a fiduciary duty
to maximize shareholder value, can allow this attitude to exist. Although we are
all excited by the humanitarian benefits that a product like PolyHeme will bring
to the world, we all invest in companies to achieve a return - a return that
funds important life events like our retirements and our children's education.
As Northfield achieves product milestones along the long path to FDA approval,
its value should increase to reflect those successes. When information is
withheld, the markets must assume there are no successes, and hence there is no
reason for the price to improve. An increasing share price also would allow the
company to raise additional capital and outpace the competition.
In a further effort to get the attention of management and the board, on August
10, 2000 we submitted nomination notices for four directors. Although we
complied with the elaborate and restrictive procedures in Northfield's by-laws,
Northfield claimed that we had failed to provide all the information required.
We immediately certified that all required information had been provided.
Northfield then sent us a letter that stated:
"it would not be desirable or in the best interests of Northfield or
our stockholders to include the proposed nominees in the Board's
recommendation to stockholders concerning the election of directors at
our upcoming annual meeting. Accordingly, Northfield's proxy materials
for our annual meeting will not include the proposed nominees in the
list of directors recommended by the Board."
Apparently this Board is under the delusion that UNDER-PERFORMING the market by
300% over the past five years IS in the best interest of shareholders! Since our
current Board of Directors is ignoring our pleas for them to fulfill their duty
to us, we see no alternative other than to replace four of the six of them. We
do not want to see the Company sold, nor do we believe any changes need to be
made to the brilliant Northfield scientific organization that is developing
PolyHeme.
<PAGE>
We simply want a Board of Directors that will do its job.
To add insult to injury, this Board of Directors, not wanting to face you, is
denying you the right to question them in person at the upcoming Annual Meeting
and hold them accountable. In a recent SEC filing, they announced that no
questions concerning the Company's progress and prospects would be allowed at
the Annual Meeting! You must submit any questions you have seven days in advance
and any answers they choose to give will only be broadcast over the Internet or
the telephone. Your Directors and the Management whose salaries you pay won't
even address you face to face!
THE TIME HAS COME FOR SHAREHOLDERS TO
TEAR DOWN THE WALL OF SILENCE!
You will be receiving a proxy statement and proxy-voting card from us in
mid-September. We encourage you not to return the Company's proxy card until you
have received ours and studied it closely.
Best regards,
C. Robert Coates
Chief Executive Officer
Management Insights, Inc.
THIS LETTER IS NOT A SOLICITATION OF YOUR PROXY; C. ROBERT COATES AND MANAGEMENT
INSIGHTS, INC. INTEND TO SOLICIT PROXIES FROM YOU THROUGH DELIVERY TO YOU OF A
PROXY STATEMENT WITH ACCOMPANYING PROXY CARD. WE STRONGLY ENCOURAGE YOU TO READ
OUR PROXY STATEMENT, WHICH IS AVAILABLE FOR FREE AT THE SEC'S WEB SITE
(WWW.SEC.GOV). OUR PROXY STATEMENT CONTAINS INFORMATION IMPORTANT TO YOUR
DECISION. A COPY OF OUR PROXY STATEMENT WILL ALSO BE SENT DIRECTLY TO YOU. YOU
MAY ALSO CONTACT OUR PROXY SOLICITOR, BEACON HILL PARTNERS, AT 1-800-755-5001 TO
OBTAIN FREE COPIES.
***
About Management Insights, Inc.
-------------------------------
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, Evolving Systems, Northfield Labs, Seitel, and Plains Resources.
Through its ProxyCapital Partners, Inc. subsidiary, MII serves as fund manager
for ProxyCapital LP, a value-oriented hedge fund.
