SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
File by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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NORTHFIELD LABORATORIES INC.
(Name of Registrant as Specified in Its Charter)
C. ROBERT COATES and
MANAGEMENT INSIGHTS, INC.
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / 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:
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(2) Form, Schedule or Registration Statement no:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY, SUBJECT TO COMPLETION
DEFINITIVE COPY INTENDED TO BE RELEASED
TO SECURITY HOLDERS ON SEPTEMBER 8, 2000
PROXY STATEMENT OF C. ROBERT COATES AND MANAGEMENT INSIGHTS, INC.
IN CONNECTION WITH
A SHAREHOLDER SOLICITATION REGARDING
THE ELECTION OF DIRECTORS OF NORTHFIELD LABORATORIES INC.
August 29, 2000
C. Robert Coates and Management Insights, Inc. ("The Northfield Shareholder
Committee" or the "Committee") furnish this Proxy Statement in connection with
the solicitation of proxies for use at the Annual Meeting (the "Annual Meeting")
of shareholders of Northfield Laboratories Inc. ("Northfield" or the "Company")
to be held at 9:00 a.m. local time on October 12, 2000, at Northfield's
corporate headquarters in Evanston, IL, or at any postponement or rescheduling.
Copies of the Proxy Statement and form of proxy are being mailed by Mr. Coates
and Management Insights, Inc. to shareholders on or about September 8, 2000. The
mailing address of the Company's principal executive offices is: Northfield
Laboratories Inc., 1560 Sherman Avenue, Suite 1000, Evanston, IL 60201-4800.
The members of the Northfield Shareholder Committee are C. Robert Coates and
Management Insights, Inc. Bert R. Williams III, Jerry L. Ruyan, and Christopher
S. Coates (all of whom are candidates for director) may be deemed participants
in this solicitation.
Dear Fellow Northfield Shareholder:
The Northfield Shareholder Committee is soliciting your proxies to elect its
nominees to the Board of Directors of Northfield Laboratories Inc. The Committee
seeks your support because it is concerned about the future of the investment of
Northfield shareholders and the capability of the current directors and
management to make that investment prosper.
REASONS FOR ELECTING THE COMMITTEE'S NOMINEES
Despite the longest bull market in American history, Northfield shareholders
over the last five years actually lost money on their investment. Northfield's
own proxy admits that, over the 5 year period between May 31, 1995 and May 31,
2000, while $100 invested in the Nasdaq Stock Market Index would be worth
$402.10 today and $100 invested in the Nasdaq Pharmaceutical Index would be
worth $416.10, that same $100 invested in the stock of Northfield is now worth
only $80.90. The Company's Board of Directors, which has a fiduciary duty to
maximize shareholder value, has failed.
Now this Board of Directors, not wanting to face its own shareholders, 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.
NOW THAT SAME GROUP OF DIRECTORS HAS SENT YOU A WHITE PROXY CARD ASKING YOU
TO RE-ELECT THEM FOR ANOTHER YEAR OF FRUSTRATION.
Enough is enough! We have an alternate proposal for you to consider.
Fundamental changes in the way the Company conducts its business are long
overdue. The Committee believes that concentration of control in the hands of
Chairman and CEO Richard DeWoskin and an entrenched Board of Directors has
resulted in policies that depress the potential value of the Company's stock.
The Committee also
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believes that any changes in the Company's policies will require the
participation of new directors who are committed to maximizing the Company's
value for all shareholders.
To this end, the Committee proposes to elect C. Robert Coates, Bert R. Williams
III, Jerry L. Ruyan, and Christopher S. Coates to serve on Northfield's Board of
Directors.
These nominees for director offer the fresh perspective, experience and judgment
that Northfield shareholders need to enhance the value of their investment. They
are fully committed to implementing the corporate governance principles and
practices that are fundamental to a publicly held firm- a program that the
current Board of Directors has not implemented in over five years as a publicly
held company. The days of CEOs operating much like dictators - surrounding
themselves with pals, placing them on the board - are over. Our current Board
cannot be allowed to operate outside accountability, with complete immunity from
commonly accepted criteria for judging their performance. When individuals - be
they doctors, coaches, teachers or any other kind of American worker -fail in
the performance of their duties they are removed or required to leave.
THAT TIME HAS ARRIVED FOR THIS BOARD.
If elected, our nominees will immediately institute a program of accountability
on the part of the company's Chief Executive Officer AND Board of Directors and
the establishment of the following benchmarks to evaluate their performance.
These will be communicated on a regular basis to investors:
o RETURN ON INVESTMENT AND MARKET CAPITALIZATION. ROI is a fundamental
measurement of a company's performance. Hand-in-glove with this
measurement is a company's market capitalization. Questions such as
"What is the company's market capitalization compared to competitors?"
and "How has its share price performed over the last three to five
years?" should be answered. These are not invasive questions, nor
should all their answers be proprietary. Rather, they represent
need-to-know data, a common denominator for all investors.
o LEADERSHIP OPENNESS AND INTEGRITY. The Chief Executive Officer should
be forthright and make a good faith effort to accurately present the
company to its stakeholders, including the company's shareholders,
employees, current and potential customers, suppliers and the
surrounding community in which it does business. Examples abound in
which a company's leadership has been less than candid with its
stakeholders, has disseminated inaccurate information, or has hyped
the stock for artificial gain. We stand solidly against these
practices. Without exception, success in business rests on honesty in
business.
o COMMUNICATION. What is the company's level and quality of
communication? Does it respond to inquiries from shareholders, the
media, and prospective customers? The best companies communicate
frequently and fully through press releases, analyst and investor
conferences, meetings with the media and even public speaking. The
content of their communication encompasses everything from cash flow
and R&D performance to product development reports and personnel
changes. Again, we believe it is the leadership's responsibility to
get in front of those who have a stake in the company's welfare and
talk about how it plans to make good on their investment.
o INSTITUTIONAL INVESTORS. Institutional investors are often key to a
company's success. It's only fair to ask a company how it has
cultivated and collaborated with this influential group, whose
decision-making power over huge sums of money can go a long way toward
helping a company reach its goals. How many institutional investors
are behind the company? Who are they and whom do they represent? Most
importantly, what are they saying about the company? Along with stock
market analysts, their recommendations carry a tremendous amount of
weight.
o STAFF TALENT. Investors deserve to know that the leadership is hiring
top-notch people, and that these people are filling jobs that are
vital to the company's welfare. For example, in a company devoted to
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research and development, a vice-president of regulatory affairs is
critical. In the biomedical industry, experience and a proven track
record of working with the Food & Drug Administration is a must.
Further, every company needs a key executive in charge of business
development. Experienced in marketing and the building of long-term
relationships, this individual should target potential customers in
the military, health care and disaster support agencies such as the
American Red Cross.
o ALLIANCES. Finally, no company does business in a vacuum. To assess a
company's performance, it is important to understand the alliances and
partnerships that it has created to help its product succeed. This is
especially true when a product is in the development stage, when the
company does not yet have any other demonstrably successful product.
Shareholders want to know whom the manufacturer will be, who will
distribute it, where the product will be available and how its arrival
to market will be communicated. Again, the disclosure of proprietary
information is not called for. An explanation of plans to create
widespread use of the product is.
ITEM 1: ELECTION OF DIRECTORS
The Committee believes that Mr. Robert Coates, Mr. Williams, Mr. Ruyan, and Mr.
Christopher Coates will be the type of independent, effective directors that
Northfield needs to protect shareholder interests and increase shareholder
value. Each of the Committee's nominees has consented to serve as a director if
elected.
NOMINEES
C. ROBERT COATES
Age: 55
For the past twenty years, Mr. Coates has been Chief Executive Officer of
Management Insights, Inc., a diversified management consulting, venture capital,
and investment firm with offices in Lake Forest, IL, Chicago, IL and Dallas, TX.
He maintains homes both in Lake Forest and Dallas. Mr. Coates earned a Bachelor
of Arts Degree in Economics with Distinction from the University of Virginia,
MBA in Finance from the University of Chicago and Ph.D. in Finance, Economics
and Accounting from the University of Chicago. Mr. Coates served on the Board of
Directors of Inprise Corporation, a publicly traded company, from June 1999 to
February 2000. He was not a member of that Board's compensation committee.
BERT R. WILLIAMS III
Age: 43
Since November 1993, Bert R. Williams III has been President of Immuno Concepts
N.A. Ltd., a leading manufacturer and worldwide distributor of medical
diagnostic kits. He is responsible for production, marketing, technical support
and operations. He implemented the program that achieved ISO 9001 certification
at Immuno Concepts.
Mr. Williams has also served as Director of Marketing at Immuno Concepts since
1985. In that role, he has been responsible for strategic marketing development
and direction, nationally and internationally. He expanded international market
penetration from four countries to over sixty. His duties include responsibility
for full-scope marketing, product pricing, campaign development, sales training,
advertising, collateral materials design and production, and technical
workshops.
Mr. Williams holds a Bachelor of Science degree from Wayne State University and
an MBA from Marquette University. He also serves as a Director of the Intestinal
Health Institute, a Dallas-based non-profit organization, and has been an
Adjunct Professor at the University of Dallas' Graduate School of Management
since 1996. Mr. Williams is co-patent holder of patent #5490830 covering the
innovative design of a biohazard centrifuge.
<PAGE>
JERRY L. RUYAN
Age: 54
Jerry L. Ruyan has been Chairman and Chief Executive Officer of publicly traded
Hemagen Diagnostics, Inc. since October 1999. Prior to that, he co-founded
Redwood Holdings, Inc., a privately held venture capital firm. He co-founded
Meridian Diagnostics, Inc., a public company that develops diagnostic test
products for the global medical industry, in 1977 and served as its CEO from
1990 through 1992. He served as a Director of Meridian from March 1977 to July
1999, when he became part of a consent solicitation to change the board of
Hemagen Diagnostics, Inc. He has served on the board of Meritage Hospitality
Group, Inc., a publicly traded company, since October 1996. He served on the
board of PopMail.com Inc, a publicly traded company, from October 1998 through
April 2000. He has not served on the Compensation Committee of any boards.
He also serves on the boards for Schonstedt Instrument Company and The Last Best
Place Catalog Company, both private companies, and is a Trustee for Ashland
University. Mr. Ruyan earned a B.S. degree in Biology from Ashland University
and a Master's Degree in Microbiology from Ohio State University.
CHRISTOPHER S. COATES
Age: 46
Since May 1993 Christopher S. Coates has been President and CEO of Ahlstrom
Technical Specialties LLC, a $32 million, 120-employee manufacturer of
laboratory and process filtration products used for blood and pharmaceutical
purification techniques. His responsibilities include strategic planning,
management of R&D, production, and sales functions, budgeting and financial
management, and identification and negotiation of acquisitions.
From 1991 to 1993, Mr. Coates served as the company's Vice-President of Sales
and Marketing in the scientific, industrial, and non-woven sectors. His duties
included pricing strategy, key account development, managing inside and outside
sales professionals, and development of forecasts and long term planning. Prior
to that he was the Director of Marketing for five years, launching new products
and creating an international distribution network.
Mr. Coates previously served in several sales and marketing capacities in the
analytical, healthcare, and bioscience markets. He holds a B.A. in Chemistry and
Business from Shippensburg University and has completed the Executive
Development Program at the INSEAD in Paris, France.
SHARES OWNED BY NOMINEES
The table below shows the amount of Northfield's outstanding common stock
beneficially owned by the Committee's nominees.
AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF
NAME AND ADDRESS OWNERSHIP CLASS
================================================================================
C. Robert Coates (1) 647,550 (2) 4.5%
Bert R. Williams III (3) 0 --
Jerry L. Ruyan (4) 0 --
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Christopher S. Coates (5) (6) 0 --
(1) Mr. Robert Coates' main business address is: 14755 Preston Road, Suite 525,
Dallas TX 75240.
(2) 10,000 shares are held by Mr. Robert Coates in his own name; 357,800 shares
are personally held in street name, 282,000 shares are held in street name
by Management Insights, Inc. and 1,75 shares are held in street name by
Mr. Coates son, a minor. Mr. Coates is a director of a not-for-profit
foundation which owns 5,000 shares.
(3) Mr. William's business address is Immuno Concepts, 9779 Business Park
Drive, Sacramento, CA 95827
(4) Mr. Ruyan's business address is Hemagen Diagnostics, Inc, 34-40 Bear Hill
Road, Waltham, MA 02451.
(5) Mr. Christopher Coates' business address is: Ahlstrom Technical Specialties
LLC, 122 West Butler Street, Mount Holly Springs, PA 17065.
(6) Mr. Christopher S. Coates and Mr. C. Robert Coates are brothers.
The following table shows the purchases and sales of Northfield stock held
beneficially and directly by Mr. Robert Coates:
MANAGEMENT INSIGHTS, INC.
Shares of
Northfield
Common Stock Action Price Date
5,000 Buy 13 15/16 5/27/98
2,000 Buy 15 3/8 6/5/98
30,000 Buy 17 1/2 7/15/98
20,000 Buy 17 7/15/98
10,000 Buy 15 5/8 7/28/98
14,000 Buy 13 8/21/98
1,000 Buy 12 3/4 8/21/98
75,000 Buy 13 8/24/98
5,000 Buy 12 15/16 8/24/98
20,000 Buy 13 8/24/98
15,000 Buy 12 1/2 8/26/98
85,000 Buy 12 5/8 8/26/98
C. ROBERT COATES
Shares of
Northfield
Common Stock Action Price Date
5,000 Buy 15 6/12/98
10,000 Buy 14 3/8 6/15/98
10,000 Buy 14 7/16 6/15/98
6,000 Buy 14 3/16 6/15/98
200 Buy 14 5/16 6/16/98
10,000 Buy 14 1/2 6/17/98
10,000 Buy 14 3/8 6/18/98
10,000 Buy 14 1/2 6/18/98
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10,000 Buy 14 1/8 6/19/98
3,500 Buy 14 5/16 6/23/98
2,000 Buy 14 5/16 6/24/98
1,000 Buy 14 3/8 6/25/98
1,100 Buy 14 1/2 6/26/98
9,900 Buy 14 7/8 6/26/98
10,000 Buy 15 6/29/98
5,200 Buy 14 7/8 6/30/98
10,000 Buy 15 7/1/98
3,000 Buy 14 7/8 7/1/98
6,600 Buy 14 5/8 7/2/98
2,000 Buy 15 3/8 7/7/98
2,500 Buy 15 3/8 7/9/98
2,500 Buy 16 7/13/98
10,000 Buy 16 1/2 7/14/98
5,000 Buy 16 3/4 7/14/98
3,600 Buy 16 3/4 8/4/98
115,000 Buy 17.207 8/6/98
65,000 Buy 17.289 8/7/98
50,000 Buy 16 7/8 8/10/98
13,900 Buy 17 8/10/98
10,000 Sell 15 1/2 1/6/99
10,000 Sell 15 3/8 1/6/99
2,000 Sell 14 1/16 9/8/99
1,000 Sell 14 9/8/99
300 Sell 21 1/24/00
1,000 Sell 21 1/24/00
300 Sell 21 1/24/00
100 Sell 21 1/24/00
100 Sell 21 1/24/00
400 Sell 21 1/24/00
100 Sell 21 1/24/00
1,000 Sell 21 1/24/00
100 Sell 21 1/24/00
100 Sell 21 3/16 1/24/00
1,000 Sell 21 3/4 1/24/00
100 Sell 21 3/4 1/24/00
100 Sell 21 3/4 1/24/00
425 Sell 21 1/24/00
100 Sell 21 1/24/00
175 Sell 21 1/24/00
300 Sell 21 1/24/00
100 Sell 21 1/24/00
100 Sell 21 1/24/00
500 Sell 21 1/24/00
1,300 Sell 21 1/24/00
100 Sell 21 1/24/00
400 Sell 21 1/24/00
500 Sell 21 1/24/00
1,300 Sell 21 1/24/00
100 Sell 21 1/24/00
100 Sell 21 1/24/00
800 Sell 21 1/24/00
100 Sell 21 1/24/00
100 Sell 21 1/25/00
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SPENCER COATES, MINOR SON
Shares of
Northfield
Common Stock Action Price Date
700 Buy 13 1/2 6/6/00
450 Buy 13 5/8 6/6/00
300 Buy 13 7/16 6/6/00
300 Buy 12 5/8 6/6/00
NON-PROFIT FOUNDATION
Shares of
Northfield
Common Stock Action Price Date
200 Buy 12 3/8 6/19/00
300 Buy 12 7/16 6/20/00
300 Buy 12 3/8 6/20/00
300 Buy 12 7/16 6/20/00
300 Buy 12 7/16 6/20/00
300 Buy 12 7/16 6/20/00
200 Buy 12 7/16 6/20/00
200 Buy 12 3/8 6/20/00
200 Buy 12 7/16 6/20/00
300 Buy 12 3/8 6/21/00
300 Buy 12 1/2 6/21/00
300 Buy 12 1/2 6/21/00
300 Buy 12 1/2 6/21/00
300 Buy 12 1/2 6/21/00
300 Buy 12 1/2 6/21/00
300 Buy 12 1/2 6/21/00
200 Buy 12 3/8 6/21/00
200 Buy 12 5/8 6/21/00
200 Buy 12 5/8 6/21/00
Except as described above, none of the Committee's nominees have purchased or
sold Northfield securities within the past two years.
SHARES OWNED BY CERTAIN SHAREHOLDERS
According to the Company's Proxy Statement, filed August 18, 2000, two entities
each beneficially owned more than five percent of Northfield's outstanding
common stock. The Committee knows of no other shareholder who beneficially owns
more than 5 percent of Northfield's outstanding common stock.
PERCENTAGE
NUMBER BENEFICIALLY
NAME OF STOCKHOLDER OF SHARES OWNED(1)
------------------- --------- ------------
Richard E. DeWoskin............................... 717,715(2) 5.0%
Bruce S. Chelberg................................. 1,502,345(3) 10.5%
c/o Whitman Corporation
III Crossroad of Commerce
3501 Algonquin Road
Rolling Meadows, Illinois 60008
Whitman Corporation............................... 1,502,345 10.5%
<PAGE>
III Crossroads of Commerce
3501 Algonquin Road
Rolling Meadows, Illinois 60008
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to stock options and warrants currently exercisable or exercisable
within 60 days are deemed outstanding for computing the percentage
ownership of the person holding the options and the percentage ownership
of any group of which the holder is a member, but are not deemed
outstanding for computing the percentage ownership of any other person.
Except as indicated by footnote, and subject to community property laws
where applicable, the persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them.
(2) Includes 75,000 shares of common stock which Mr. DeWoskin is entitled to
acquire pursuant to stock options currently exercisable or exercisable
within 60 days. Does not include 40,000 shares acquirable pursuant to
stock options not currently exercisable or exercisable within 60 days.
(3) Includes shares of common stock held by Whitman Corporation. Mr. Chelberg
is the Chairman and Chief Executive Officer of Whitman Corporation. Under
the rules and regulations of the Securities and Exchange Commission, Mr.
Chelberg may be deemed a beneficial owner of the stock held by Whitman
Corporation. Mr. Chelberg disclaims beneficial ownership of the stock held
by Whitman Corporation.
LEGAL PROCEEDINGS
There are no material pending legal proceedings in which any of the nominees or
any other participant or any of their respective associates is a party adverse
to Northfield or any of its affiliates or in which any of the nominees or any
other participant or any of their respective associates has an interest adverse
to Northfield or any of its affiliates.
ITEM 2. APPROVAL OF SELECTION OF INDEPENDENT AUDITORS
The Company's Board of Directors has selected KPMG LLP as Northfield's
independent auditors for the fiscal year ending May 31, 2001, and has further
directed that the selection of independent auditors be submitted for approval by
the stockholders at the annual meeting.
Representatives of KPMG LLP will be present at the annual meeting, will have the
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.
VOTING AND PROXY PROCEDURES
The Company's Board of Directors has fixed the close of business on August 14,
2000 as the record date for determining the shareholders of the Company entitled
to notice of and to vote at the Annual Meeting and any adjournment thereof. Only
shareholders of record as of August 14, 2000 are entitled to vote at the Annual
Meeting. At each Annual Meeting, shareholders elect all the members of the Board
of Directors.
Based on publicly available information, the Committee believes that the only
outstanding class of securities of Northfield Laboratories Inc. is shares of
Northfield's common stock. According to Northfield's Proxy Statement, as of the
record date, there were 14,242,375 shares of Northfield common stock issued and
outstanding.
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Election of each nominee by the shareholders requires the affirmative vote of a
majority of the votes cast by holders of shares entitled to vote in the election
at the Annual Meeting, provided that a quorum is present. A vote to withhold
authority for a nominee will count as a vote against that nominee. Unless marked
to the contrary, proxies returned to the Committee will be voted "FOR" the
election of each of the Committee's nominees at the Annual Meeting. Votes may
not be cumulated.
According to the Company's proxy, if any nominee for director fails to receive
the affirmative vote of a majority of the votes cast at the annual meeting, the
majority of the directors then in office will be entitled under the Company's
certificate of incorporation and bylaws to fill the resulting vacancy in the
board of directors. Each director chosen in this manner will hold office for a
term expiring at the Company's next annual meeting of stockholders.
Any shareholder executing a proxy has the power to revoke it at any time before
it is voted. A proxy may be revoked by filing with the Secretary of the Company
a written notice of revocation, by delivering a duly executed proxy bearing a
later date or by attending the Annual Meeting and/or by voting in person. If you
have already executed the Company's proxy card, you may revoke that proxy by
executing the enclosed BLUE proxy card and returning it to the Committee.
The Committee urges all shareholders to attend the Annual Meeting in person. If
you are unable to attend in person and wish to have your shares voted, please
sign and date the enclosed BLUE proxy card, and return it in the postage-paid
envelope as promptly as possible. By returning the enclosed BLUE proxy card,
shareholders will be able to vote on the nomination of C. Robert Coates, Bert R.
Williams III, Jerry L. Ruyan, and Christopher S. Coates.
PLEASE SIGN, DATE AND RETURN TODAY THE ENCLOSED BLUE PROXY CARD TO:
The Northfield Shareholder Committee
c/o Beacon Hill Partners
90 Broad Street
New York, NY 10004
If any of the Committee's nominees become unavailable, the proxies received by
the Committee will be voted for the remaining nominees or for a substitute
nominee selected by the Committee.
PLEASE VOTE TO ELECT THE COMMITTEE'S NOMINEES-- C. ROBERT COATES, BERT R.
WILLIAMS III, JERRY L. RUYAN, AND CHRISTOPHER S. COATES.
SOLICITATION INFORMATION
The Committee has retained Beacon Hill Partners for solicitation and advisory
services in connection with this solicitation. Under the agreement with Beacon
Hill Partners, Beacon Hill will receive a fee estimated not to exceed $75,000,
plus reimbursement for its reasonable out-of-pocket expenses. C. Robert Coates
has agreed to indemnify Beacon Hill against certain liabilities and expenses.
Beacon Hill Partners may employ up to 25 to 30 people in connection with the
solicitation of proxies for the Annual Meeting. Proxies will be solicited by
mail, courier services, Internet, advertising, telephone or telecopier or in
person. The Committee also intends to use agents and employees of Management
Insights, Inc., without compensation, to solicit proxies by telephone, mail, or
in person.
The Committee is bearing the costs of this solicitation. The total expenditures
to date in preparation for the solicitation of shareholders are approximately
$25,000. The Committee expects the total expenditures for this solicitation to
be approximately $250,000. The Committee currently intends to seek reimbursement
from Northfield for the reasonable expenses in connection with this solicitation
but do not expect to submit the matter to a vote of security holders, unless
required by law.
OTHER MATTERS AND ADDITIONAL INFORMATION
Except as described above, none of the nominees or any other participant or any
associate of the nominees, directly or indirectly owns any securities of
Northfield or any subsidiary of Northfield beneficially or of record, has the
right to acquire beneficial ownership within 60 days, or has purchased or sold
such securities within the past two years.
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Except as described above, none of the nominees or any other participant has any
substantial interest, direct or indirect, by security holdings or otherwise, in
any matter to be acted upon at the Annual Meeting, except for the election of
directors.
No part of the purchase price of any of the shares of common stock beneficially
owned by any of the nominees or any other participant is represented by funds
borrowed or otherwise obtained for the purpose of acquiring or holding such
securities.
None of the nominees or any other participant is, or within the past year has
been, a party to any contract, arrangement or understanding with any person with
respect to any securities of Northfield.
None of the nominees has engaged in any transaction or series of transactions
since the beginning of Northfield's last fiscal year or has currently proposed
any transaction, to which Northfield or any of its subsidiaries is a party,
where the amount involved was in excess of $60,000.
None of the nominees has been indebted to Northfield or any of its subsidiaries
at any time since the beginning of Northfield's last fiscal year.
None of the nominees or any other participant or any associate of the nominees,
has any arrangement or understanding with any person (A) with respect to any
future employment by Northfield or (B) with respect to any future transactions
to which Northfield or any of the affiliates will or may be a party.
None of the nominees or any other participant holds any position or office with
Northfield or any parent, subsidiary, or affiliate of Northfield, and none of
the nominees or any other participant has ever served as a director of
Northfield or any parent, subsidiary, or affiliate of Northfield. Management
Insights, Inc. is not an affiliate of Northfield Laboratories, Inc.
Except as described above, none of the nominees or any other participant has any
family relationship, by blood, marriage, or adoption, to any director, executive
officer, or person nominated or chosen by Northfield to become a director or
executive officer of Northfield. During the last three fiscal years, no
compensation was awarded to, earned by, or paid to any of the nominees or any
other participant by any person for any services rendered in any capacity to
Northfield or its subsidiaries.
Aside from the formation of the Committee by C. Robert Coates, none of the
nominees or any other participant has any arrangement or understanding with any
nominee or any other person pursuant to which the nominations were made, other
than each nominee's agreement to be nominated and to serve as a director if
elected.
The Committee is not aware of any business other than as set forth in this Proxy
Statement and Northfield's proxy materials that will be presented at the Annual
Meeting. Should other proposals be brought before the Annual Meeting, the
persons named as proxies on the enclosed BLUE proxy card will vote on such
matters at their discretion.
The information concerning Northfield contained in this Proxy Statement has been
taken from, and is based upon, publicly available information.
PROCEDURE FOR SUBMITTING STOCKHOLDER PROPOSALS
The Company's proxy statement indicates that stockholders may present proper
proposals for inclusion in Northfield's proxy statement and for consideration at
the next annual meeting of the Company's stockholders by submitting their
proposals to the Company in a timely manner. In order to be included in the
Company's proxy statement for its next annual meeting, stockholder proposals
must be received by the Company no later than April 20, 2001, and must otherwise
comply with the requirements of the applicable rules of the Securities and
Exchange Commission. In addition, the Company's bylaws establish an advance
notice procedure with regard to certain matters, including stockholder proposals
not included in our proxy statement, to be brought before any annual
<PAGE>
meeting of stockholders. In general, notice must be received by the Company's
corporate secretary not less than 60 days nor more than 90 days prior to the
date of the annual meeting, except if less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to our stockholders, in
which event notice by the stockholders to be timely must be received no later
than the close of business on the tenth day following the date on which notice
of the date of the annual meeting was mailed or public disclosure was made. It
is currently expected that the 2001 annual meeting of stockholders will be held
on or about October 11, 2001. Therefore, the deadline for timely submission of a
stockholder proposal for consideration at the 2001 annual meeting is currently
expected to be August 12, 2001.
All notice of proposals by stockholders, whether or not to be included in the
Company's proxy materials, should be sent to Northfield Laboratories Inc., 1560
Sherman Avenue, Suite 1000, Evanston, Illinois 60201-4800, Attention: Corporate
Secretary.
================================================================================
IMPORTANT
Your vote is important. No matter how many shares you own, please give us your
proxy FOR the election of the Committee's nominees by taking the following
steps:
1. SIGN the enclosed BLUE proxy card;
2. DATE the enclosed BLUE proxy card;
3. MAIL the enclosed BLUE proxy card TODAY in the envelope provided (no
postage is necessary if mailed in the United States); or
4. CONTACT your broker and instruct the broker to execute a BLUE proxy card
FOR the election of the Committee's nominees.
If any of your shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can vote such shares and only upon receipt
of your specific instructions. Accordingly, the Committee recommends that you
return the BLUE proxy card provided by your broker or contact the person
responsible for your account and instruct that person to execute the BLUE proxy
card representing your shares.
If you have any questions or require additional information, please contact The
Northfield Shareholder Committee, c/o Beacon Hill Partners, 90 Broad Street, New
York, NY 10004. You can also contact Beacon Hill Partners by calling toll free
1(800) 755-5501, or by e-mail at: [email protected]
PLEASE VOTE FOR C. ROBERT COATES, BERT R. WILLIAMS III, JERRY L. RUYAN, AND
CHRISTOPHER S. COATES.
Sincerely,
C. Robert Coates and
Management Insights, Inc.
================================================================================
DEFINITIVE COPY INTENDED TO BE RELEASED
TO SECURITY HOLDERS ON SEPTEMBER 8, 2000
NORTHFIELD LABORATORIES INC.
2000 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY C.ROBERT COATES AND MANAGEMENT INSIGHTS, INC.
<PAGE>
The undersigned hereby appoints C. Robert Coates and Bert R. Williams III,
as attorneys and agents with full power of substitution as proxy of the
undersigned at the 2000 Annual Meeting of Shareholders of Northfield
Laboratories Inc. ("Northfield" or the "Company"), to be held at 9:00 a.m.
local time on October 12, 2000, at the Company's corporate headquarters,
1560 Sherman Avenue, Suite 1000, Evanston, IL 60201-4800, or at any
postponement or rescheduling, and to vote all shares of common stock of
Northfield Laboratories Inc,, that the undersigned would be entitled to vote
if personally present. The undersigned hereby revokes any previous proxies
with respect to the matters covered by this proxy.
VOTING
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
ITEM 1:
THE NORTHFIELD SHAREHOLDER COMMITTEE RECOMMENDS VOTING FOR C. ROBERT COATES,
BERT R. WILLIAMS III, JERRY L. RUYAN, AND CHRISTOPHER S. COATES TO SERVE AS
DIRECTORS.
C. Robert Coates Bert R. Williams III Jerry L. Ruyan Christopher S. Coates
[ ] Vote For All Nominees [ ] Withhold Authority to Vote for [ ] Exceptions
All Nominees
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S NAME.)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED HEREIN.
WHERE NO VOTING INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED FOR C.ROBERT COATES, BERT R. WILLIAMS III, JERRY L.
RUYAN, AND CHRISTOPHER S. COATES.
ITEM 2:
THE NORTHFIELD SHAREHOLDER COMMITTEE RECOMMENDS VOTING TO APPROVE THE
APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS OF THE COMPANY TO SERVE
FOR THE COMPANY'S 2001 FISCAL YEAR.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, C. Robert Coates and Bert R. Williams III are
authorized to vote upon such other business as may properly come before
the Annual Meeting or any adjournment, postponement or rescheduling,
about which the shareholders were not made aware within a reasonable time
before this solicitation.
Please date and sign this proxy exactly as your name appears hereon:
Dated: ___________________, 2000
================================================================================
(Signature)
================================================================================
(Signature, if held jointly)
<PAGE>
================================================================================
(Title)
When shares are held by joint tenants,
both should sign. When signing as
attorney-in-fact, executor,
administrator, trustee, guardian,
corporate officer or partner, please
give full title as such. If a
corporation, please sign in corporate
name by President or other authorized
officer. If a partnership, please sign
in partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE PROVIDED.
