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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 (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 Rule 14a-11(c) or Rule 14a-12.
NORTHFIELD LABORATORIES INC.
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(Name of Registrant as Specified in Its Charter)
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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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[LETTERHEAD OF NORTHFIELD LABORATORIES INC.]
FOR IMMEDIATE RELEASE
THURSDAY, AUGUST 24, 2000
NORTHFIELD LABORATORIES REPORTS FISCAL 2000 RESULTS;
TO HOST ANNUAL MEETING ONLINE
EVANSTON, ILLINOIS, AUGUST 24, 2000 -- NORTHFIELD LABORATORIES INC. (NASDAQ/NMS:
NFLD), a leading developer of an oxygen-carrying blood substitute for trauma and
elective surgery applications, reported a loss, as anticipated, for its fourth
quarter and fiscal year ended May 31, 2000. As a development-stage company,
Northfield has no revenues.
FINANCIAL PERFORMANCE
For fiscal 2000, Northfield's net loss was $9.2 million, or $0.64 cents per
basic share, versus $7.4 million, or $0.53 cents per basic share, last year. The
increase in the loss per basic share was the result of the increased expense of
conducting Northfield's clinical trials, increased expenditures for validation
services and the expansion of the company's manufacturing organization and
facilities.
Northfield expects that research and development expenses will continue to
increase significantly in the foreseeable future. These increases are
attributable to anticipated future clinical trials, monitoring and reporting the
results of these trials and continuing process development associated with
improving the company's manufacturing capacity to permit commercial-scale
production of PolyHeme.
For the fourth quarter, Northfield reported a loss of $2.4 million, or $0.17
cents per basic share, compared with a loss of $2.3 million, or $0.16 cents per
basic share, in the year-earlier period.
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NORTHFIELD LABORATORIES INC.
ADD 1
FINANCIAL POSITION
On May 31, 2000, the company reported shareholders' equity of $40.1 million,
with $38.3 million in cash and marketable securities. Management believes
Northfield's existing capital resources will be adequate to satisfy the
company's operating capital requirements and maintain its existing manufacturing
plant and office facilities for approximately 24 to 36 months.
However, anticipated capital requirements may change materially dependent on the
results of Northfield's clinical testing of PolyHeme, the establishment of
relationships with strategic partners, changes in the scale, timing or cost of
the company's commercial manufacturing facility, competitive and technological
advances, the FDA regulatory process, changes in its marketing and distribution
strategy or other factors.
ANNUAL MEETING TIME CHANGED; PRESENTATION TO BE HELD ONLINE
As previously announced, Northfield Laboratories' annual meeting will take place
on October 12, 2000. The time has been changed to 9:00 a.m. Central Time, from
2:00 p.m. This meeting is held strictly for the purpose of voting on the matters
described in Northfield's proxy material, and only questions relating to those
matters will be addressed during that session.
Separately, at 10:00 a.m. the same day, a discussion of the company's
performance and prospects will be held online. Access to this presentation will
only be available electronically or by telephone. Interested parties may log on
to www.vcall.com or www.northfieldlabs.com at the designated time. The toll-free
conference call dial-in number is 800-982-3654 for those wishing to listen via
telephone. The online conference will allow shareholders to simultaneously
receive an update on the company and access to management's remarks. Questions
for the question-and-answer session should be submitted in writing or via
electronic mail during the period leading up to the annual meeting. Please email
all questions to [email protected], or mail inquiries to Investor Relations
at the company's address.
The company believes PolyHeme is the only blood substitute undergoing clinical
trials that has been tested at large enough dosages to be considered for the
treatment of acute blood loss in trauma and surgical settings. As a result of
the process used to manufacture PolyHeme, essentially a solution of polymerized
hemoglobin, PolyHeme has a longer shelf life than blood and requires no cross
matching.
Northfield Laboratories was founded in 1985. The company is headquartered in
Evanston, Illinois, and its stock is traded on the Nasdaq National Market System
under the symbol NFLD.
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 ability to successfully market and
sell
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NORTHFIELD LABORATORIES INC.
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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 filing
with the Securities and Exchange Commission.
FOR MORE INFORMATION ON NORTHFIELD LABORATORIES INC. VIA FACSIMILE AT NO COST,
SIMPLY DIAL 1-800-PRO-INFO AND ENTER THE COMPANY CODE NFLD.
VISIT THE NORTHFIELD WEBSITE AT: www.northfieldlabs.com
TABLES TO FOLLOW...
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NORTHFIELD LABORATORIES INC.
ADD 3
NORTHFIELD LABORATORIES INC.
(a company in the development stage)
BALANCE SHEETS
MAY 31, 2000 AND MAY 31, 1999
(IN THOUSANDS)
MAY 31, MAY 31,
2000 1999
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ASSETS
Current assets:
Cash $ 15,154 $ 25,856
Short-term marketable securities 23,129 21,705
Prepaid expenses 409 302
Other current assets 506 269
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Total current assets 39,198 48,132
Plant and equipment, net 2,456 2,756
Other assets 74 75
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Total assets $ 41,728 $ 50,963
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities:
Accounts payable $ 1,061 $ 1,325
Accrued expenses 174 121
Accrued compensation and benefits 251 221
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Total current liabilities 1,486 1,667
Other liabilities 148 125
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Total liabilities 1,634 1,792
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Shareholders' equity:
Capital stock 142 142
Additional paid-in capital 117,276 117,186
Deficit accumulated during the (77,324) (68,157)
development stage
Total shareholders' equity 40,094 49,171
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Total liabilities and
shareholders' equity $ 41,728 $ 50,963
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NORTHFIELD LABORATORIES INC.
ADD 4
NORTHFIELD LABORATORIES INC.
(a company in the development stage)
STATEMENTS OF OPERATIONS
THREE AND TWELVE MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
(IN THOUSANDS EXCEPT PER SHARE DATA)
================================================================================
THREE MONTHS ENDED TWELVE MONTHS ENDED
MAY 31, MAY 31, MAY 31, MAY 31,
2000 1999 2000 1999
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Revenues - license income $ -- $ -- $ -- $ --
Costs and expenses:
Research and development 2,342 2,278 9,193 7,661
General and administrative 595 562 2,260 2,311
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2,937 2,840 11,453 9,972
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Other income and expense:
Interest income 578 561 2,286 2,556
Interest expense -- -- -- --
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578 561 2,286 2,556
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Net loss $ (2,359) $ (2,279) $ (9,167) $ (7,416)
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Net loss per share $ (0.17) $ (0.16) $ (0.64) $ (0.53)
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Shares used in calculation of
per share data 14,242 14,139 14,241 14,115
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