-----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, COZsAO9UxGPtnzIvZRO9pImt9qMwr63cdwDeZkAHkdizAfeD4Fu4UgOaspAeHWU5 wjMdtKxQ+cUUfHDTsHa1UQ== 0000950137-05-011972.txt : 20051003 0000950137-05-011972.hdr.sgml : 20051003 20051003171816 ACCESSION NUMBER: 0000950137-05-011972 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051003 DATE AS OF CHANGE: 20051003 EFFECTIVENESS DATE: 20051003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHFIELD LABORATORIES INC /DE/ CENTRAL INDEX KEY: 0000920947 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 363378733 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-128787 FILM NUMBER: 051118558 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 S-8 1 c98807sv8.txt REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 2005 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- NORTHFIELD LABORATORIES INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3378733 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1560 SHERMAN AVENUE SUITE 1000 EVANSTON, ILLINOIS 60201-4800 (Address of registrant's principal executive offices) NORTHFIELD LABORATORIES INC. 2003 EQUITY COMPENSATION PLAN (Full title of the Plan) -------------------- JACK J. KOGUT SENIOR VICE PRESIDENT - CHIEF FINANCIAL OFFICER NORTHFIELD LABORATORIES INC. 1560 SHERMAN AVENUE SUITE 1000 EVANSTON, ILLINOIS 60201-4800 (847) 864-3500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: CRAIG A. ROEDER, ESQ. BAKER & MCKENZIE LLP ONE PRUDENTIAL PLAZA 130 EAST RANDOLPH DRIVE CHICAGO, ILLINOIS 60601 (312) 861-8000 ----------------------- CALCULATION OF REGISTRATION FEE
Title of Title of Plan Amount to Proposed Proposed maximum Amount of Securities be maximum offering aggregate registration fee to be registered price per share offering price Registered - ---------------------------------------------------------------------------------------------------------- Northfield Common Stock Laboratories of Northfield Inc. 2003 1,500,000 $12.98* $19,470,000 $2,292 Laboratories Equity Inc., par Compensation value $.01 per Plan share.........
- ---------- * Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 of the Securities Act of 1933, and is based upon the average of the high and low sale prices for the registrant's Common Stock reported on The Nasdaq National Market on September 27, 2005. Explanatory Note On October 30, 2003, Northfield Laboratories Inc. (the "Registrant") filed a Registration Statement on Form S-8 (File No. 333-110110) (the "Initial Registration Statement") which registered shares of the Registrant's common stock, par value $0.01 per share (the "Shares"), reserved for issuance under the Northfield Laboratories Inc. 2003 Equity Compensation Plan (the "Plan"). The Initial Registration Statement registered 750,000 Shares with respect to the Plan. At the Registrant's Annual Meeting of Stockholders on September 29, 2005, the Registrant's stockholders approved and adopted an amendment to the Plan to increase the number of Shares authorized under the Plan by 1,500,000 Shares. By this Registration Statement, the Registrant hereby registers an additional 1,500,000 Shares under the Plan. The contents of the Initial Registration Statement are hereby incorporated by reference into this Registration Statement. 2 ITEM 8. EXHIBITS 5.1 -- Opinion of Baker & McKenzie LLP. 23.1 -- Consent of KPMG LLP. 23.2 -- Consent of Baker & McKenzie LLP (contained in their opinion filed as Exhibit 5.1 to this Registration Statement). 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Evanston, State of Illinois, on October 3, 2005. NORTHFIELD LABORATORIES INC. By: /s/ Steven A. Gould, M.D. ----------------------------- Steven A. Gould, M.D. Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Company in the capacities indicated on October 3, 2005.
SIGNATURE TITLE --------- ----- /s/ Steven A. Gould, M.D. Chairman of the Board and Chief Executive Officer - ----------------------------------------------------------- (principal executive officer) Steven A. Gould, M.D. /s/ Jack J. Kogut Senior Vice President - Chief Financial Officer, Secretary - ----------------------------------------------------------- and Treasurer (principal financial officer and principal Jack J. Kogut accounting officer) /s/ John F. Bierbaum Director - ----------------------------------------------------------- John F. Bierbaum - ----------------------------------------------------------- Director Bruce S. Chelberg /s/ Paul M. Ness, M.D. Director - ----------------------------------------------------------- Paul M. Ness, M.D. /s/ Jack Olshansky Director - ----------------------------------------------------------- Jack Olshansky /s/ David A. Savner Director - ----------------------------------------------------------- David A. Savner Director - ----------------------------------------------------------- Edward C. Wood, Jr.
4 EXHIBIT INDEX Exhibit No. Description 5.1 Opinion of Baker & McKenzie LLP. 23.1 Consent of KPMG LLP. 23.2 Consent of Baker & McKenzie LLP (contained in their opinion filed as Exhibit 5.1 to this Registration Statement). 5 EX-5.1 2 c98807exv5w1.txt OPINION OF BAKER & MCKENZIE LLP EXHIBIT 5.1 October 3, 2005 Northfield Laboratories Inc. 1560 Sherman Avenue Suite 1000 Evanston, Illinois 60201-4800 Gentlemen: We have acted as counsel to Northfield Laboratories Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the "Commission"), relating to the sale of up to 1,500,000 shares (the "Shares") of the Company's Common Stock, par value $.01 per share, pursuant to the Northfield Laboratories Inc. 2003 Equity Compensation Plan, as amended and restated (the "Plan"). We have examined the Registration Statement as filed by the Company with the Commission. We have additionally reviewed such other documents and have made such further investigations as we have deemed necessary to enable us to express the opinion hereinafter set forth. Based on the foregoing, we hereby advise you that in our opinion the Shares have been duly authorized by the Company and will, when issued in accordance with the terms and conditions of the Plan, be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder. Very truly yours, /s/ Baker & McKenzie LLP BAKER & MCKENZIE LLP EX-23.1 3 c98807exv23w1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Northfield Laboratories Inc: We consent to the incorporation by reference in this registration statement on Form S-8 of Northfield Laboratories Inc. (a company in the development stage) of our reports dated August 12, 2005, with respect to the balance sheets of Northfield Laboratories Inc. as of May 31, 2005 and 2004, and the related statements of operations, shareholders' equity (deficit), and cash flows for each of the years in the three-year period ended May 31, 2005, and for the cumulative period from June 19, 1985 (inception) through May 31, 2005, management's assessment of the effectiveness of internal control over financial reporting as of May 31, 2005 and the effectiveness of internal control over financial reporting as of May 31, 2005, incorporated herein by reference. Our report refers to a change in accounting due to the adoption of the provisions of Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations." /s/ KPMG LLP Chicago, Illinois September 29, 2005 -----END PRIVACY-ENHANCED MESSAGE-----