DFAN14A 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 [ ] Filed by a Party other than the Registrant [ X] 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: NOTE: This press release was originally issued on August 2, 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. FOR IMMEDIATE RELEASE --------------------- Contact: Michael Eden Management Insights, Inc. 14755 Preston Road Suite 525 Dallas, TX 75240 (972) 755-2064 meden@managementinsights.com ---------------------------- C. Robert Coates and Management Insights, Inc. Provide Status Update to Shareholders of Northfield Labs Dallas/August 2, 2000/PRNewswire/ -- -- C. Robert Coates and Management Insights, Inc. (MII) today confirmed that a meeting between MII and Northfield Labs (NASDAQ: NFLD) has occurred. This meeting followed up the letter MII sent to Northfield shareholders on June 19, 2000. "I met with Mr. DeWoskin, Northfield Labs' CEO, and Mr. Gould, Northfield Labs' President, on Monday, July 24, 2000", said Mr. Coates. "In response to Mr. DeWoskin's request for clarification of the shareholder letter, I made the following points: o The consensus feedback from shareholders responding to our letter strongly supports our contention that the company's "Wall of Silence" approach to shareholder and media relations has greatly increased the perceived level of risk in the company's ability to achieve its milestones. o Based on current market conditions and market capitalization comparisons with same stage competitors such as Biopure Corporation and Alliance Pharmaceutical, Northfield Labs shares remain greatly undervalued. o By communicating the company's notable achievements, product status, and the known role the company's products have already played in saving lives, Northfield Labs can achieve a market capitalization comparable to its competitors. o By maximizing shareholder value now, it will be possible for the company to raise additional funds in the capital markets. This will ensure the company's ability to implement marketing and manufacturing activities in the future." Mr. Coates also noted that, by mutual consent, "no information was discussed in the meeting that is not available to other shareholders of Northfield Labs. We will continue to evaluate our options moving forward." *** 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, and Northfield Labs. Through its ProxyCapital Partners, Inc. subsidiary, MII serves as fund manager for ProxyCapital LP, a value-oriented hedge fund.