8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 8, 2009

NORTHFIELD LABORATORIES INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-24050	36-3378733
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1560 Sherman Avenue
Suite 1000
Evanston, Illinois 60201-4800
(Address of Principal Executive Offices and Zip Code)

(847) 864-3500
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

     The information set forth in Item 5.02 below is incorporated herein by reference.

Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

     The information set forth in Item 5.02 below is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On May 8, 2008, Northfield Laboratories Inc. (the “Company”) terminated the employment of five of its officers, including Jack J. Kogut, the Company’s Senior Vice President – Administration, and Laurel A. Omert, M.D., the Chief Medical Officer of the Company. The terminations resulted from recent regulatory developments adversely affecting the Company’s business and the Company’s limited available financial resources.

     Each of the affected officers is a party to an employment or other agreement with the Company providing for the payment of specified severance benefits upon the involuntary termination of such officer’s employment by Northfield without cause. In connection with the foregoing terminations of employment, Northfield entered into substantially identical agreements with each affected officer under which the officer agreed to defer receipt of his or her unpaid severance amount until such time as the Company is able to sell or otherwise dispose of its owned manufacturing facility in Mt. Prospect, Illinois. If the proceeds from such sale or other disposition are not sufficient to pay in full the severance amounts due to the terminated officers and the Company’s other officers expected to enter into similar agreements, then Northfield is authorized to pay to each officer his or her pro rata share of the available proceeds. The aggregate severance amount owed to the terminated officers and other officers expected to enter into similar agreements is approximately $3.15 million.

     The description of the foregoing agreements is qualified in its entirety by the terms of such agreements, the form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Form of Agreement Regarding Severance Arrangements

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 13, 2009	NORTHFIELD LABORATORIES INC.
	By:	/s/ Robert L. McGinnis
		Robert L. McGinnis
		Senior Vice President — Operations

Exhibit Index

Exhibit No.	Description
10.1	Form of Agreement Regarding Severance Arrangements

EX-10.1

Exhibit 10.1

FORM OF AGREEMENT REGARDING SEVERANCE ARRANGEMENTS

May  , 2009

     Re: Severance Arrangements.

Dear       :

     As we have discussed, due to recent regulatory developments adversely affecting Northfield’s business and the company’s limited financial resources, Northfield’s board of directors has authorized management to pursue an orderly winding up of the company’s business. Northfield is accordingly terminating the current employment relationship of each of our executive officers. As a result, your employment as an officer and employee of Northfield will terminate as of May 8, 2009.

     Under the terms of your [severance protection][executive employment] agreement with Northfield, the termination of your employment will be deemed an involuntary termination without cause. Therefore, you will be entitled to certain severance benefits under your agreement. Your severance benefits are summarized on the attached schedule.

     Northfield has previously advised you and its other executive officers that the company’s available cash resources are not currently sufficient to permit the immediate payment in full of the severance benefits due to Northfield’s executive officers. We have accordingly agreed that you will receive on the next regular scheduled payroll payment of your unused PTO plus your normal earnings through May 8. You agree to defer receipt of the remainder of your severance payment until such time as Northfield is able to sell or otherwise dispose of its owned manufacturing facility in Mt. Prospect, Illinois.

     Northfield has advised you that the deferred severance payments due to you and the company’s other executive officers totals $3,146,853, which includes payment of health insurance. You understand that Northfield cannot guarantee that the proceeds from the sale or other disposition of its manufacturing facility will be sufficient to permit payment in full of the deferred severance payments due to you and Northfield’s other executive officers. You and the other executive officers have therefore each agreed that, to the extent such sale proceeds are insufficient to pay in full all of the deferred severance amounts, Northfield will pay each executive his or her pro rata share of the available proceeds, determined based on the respective amounts of the deference severance payments due to each executive officer.

     This will confirm that to the extent you are entitled to subsidized COBRA coverage under the terms of your agreement, but such coverage is not available because of the discontinuation of Northfield’s health insurance plan, Northfield will make a cash payment to you equal to the employer portion of the premium for you and your covered dependents for your current coverage under our existing health insurance plan, determined as of the time the coverage ceases. These payments will continue for the period that you would otherwise have been entitled to subsidized COBRA benefits under the terms of your agreement.

     Any payments and other benefits provided to you in accordance with this letter agreement will be subject to tax withholding to the extent required by law.

     If you agree with the foregoing arrangements, please sign that enclosed counterpart of this letter agreement and return it to the undersigned.

NORTHFIELD LABORATORIES INC.

Agreed and accepted this May ___, 2009: