-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GuYgqE+OC+B0MLPyJJ0bp9IP5fPTlD1ifq13EBEcO+etGerQ7wynz9alZKNTJHnQ Wvbk5SOqENEXQO/ZTEbuAg== /in/edgar/work/20000623/0000914760-00-000168/0000914760-00-000168.txt : 20000920 0000914760-00-000168.hdr.sgml : 20000920 ACCESSION NUMBER: 0000914760-00-000168 CONFORMED SUBMISSION TYPE: PREC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000623 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHFIELD LABORATORIES INC /DE/ CENTRAL INDEX KEY: 0000920947 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 363378733 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: PREC14A SEC ACT: SEC FILE NUMBER: 000-24050 FILM NUMBER: 659495 BUSINESS ADDRESS: STREET 1: 1560 SHERMAN AVE STREET 2: SUITE 1000 CITY: EVANSTON STATE: IL ZIP: 60201-4800 BUSINESS PHONE: 8478643500 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE STE 1000 STREET 2: 37TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201-4800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANAGEMENT INSIGHTS INC CENTRAL INDEX KEY: 0001067443 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: PREC14A BUSINESS ADDRESS: STREET 1: C/O KILGORE & KILGORE 3131 MCKINNEY AVE, STREET 2: SUITE 700, CITY: DALLAS STATE: TX ZIP: 75204-2471 MAIL ADDRESS: STREET 1: C/O KILGORE & KILGORE STREET 2: 3131 MCKINNEY AVENUE, SUITE 700 CITY: DALLAS STATE: TX ZIP: 75204-2471 PREC14A 1 0001.txt 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 [ ] Definitive Additional Materials [X ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Section 240.14a-12 NORTHFIELD LABORATORIES, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) MANAGEMENT INSIGHTS, INC. - -------------------------------------------------------------------------------- (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)(4) and 0-11 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 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): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials [ ] 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: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: FOR IMMEDIATE RELEASE Contact: Michael Eden Management Insights, Inc. 14755 Preston Road Suite 525 Dallas, TX 75240 (972) 755-2064 meden@managementinsights.com - ---------------------------- 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. 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. PERFORMANCE COMPARISONS - BLOOD SUBSTITUTE COMPANIES
- ---------------------------------------------------------------------------------------------------------- June 18, 1999 June 19, 2000 % Change Market Capitalization Institutional Ownership - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Alliance Pharmaceutical $ 2 7/16 $ 10 3/4 341% $ 507.2M 26% - ---------------------------------------------------------------------------------------------------------- Biopure Corporation $ 10 1/4 * $ 18 3/8 79% $ 458.1M 29% - ---------------------------------------------------------------------------------------------------------- Northfield Labs $ 12 $ 12 7/16 4% $ 177.1M 10% - ---------------------------------------------------------------------------------------------------------- * As of close of trading on IPO date 30 July 1999
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! 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. - ------------------------------- 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. MANAGEMENT INSIGHTS INC. 14755 PRESTON ROAD, SUITE 525 DALLAS, TX 75240 (972) 755-2100 NORTHFIELD@MANAGEMENTINSIGHTS.COM 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. - -------------------------------------------------------------------------------- SHAREHOLDER INFORMATION NAME: ___________________________________________ FIRM: _______________________________________________ ADDRESS: ________________________________________________ CITY: __________________________STATE: ____ZIP: ________ PHONE: ____________________________FAX: ______________ I HOLD MY NORTHFIELD LABS INC. SHARES THROUGH: - ------------------------------ -------------------------- (NAME OR BROKERAGE FIRM OR BANK) (NUMBER OF SHARES OWNED) STOCK BROKER OR FINANCIAL ADVISOR INFORMATION NAME: ___________________________________________ FIRM: _______________________________________________ ADDRESS: _______________________________________________ CITY: __________________________STATE: ____ZIP: ________ PHONE: ____________________________FAX: ______________ COMMENTS: ________________________________________________________________ - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PLEASE RETURN THIS FORM TO OUR ATTENTION AT THE ADDRESS INDICATED ABOVE. - -------------------------------------------------------------------------------- IF YOU PREFER, YOU MAY FAX IT TO OUR OFFICES AT (972) 755-2080 ATTN: NORTHFIELD
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