SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: FEBRUARY 4, 2005
NORTHFIELD LABORATORIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 000-24050 36-3378733
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
1560 Sherman Avenue
Suite 1000
Evanston, Illinois 60201-4800
(847) 864-3500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
N/A
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 4, 2005, Northfield Laboratories Inc.(the "Company")
received notice from UBS Securities LLC, on behalf of the several underwriters,
that the underwriters exercised the over-allotment option to purchase up to
675,000 shares of common stock of the Company (the "Option Shares") at a price
to the public of $15.00 per share.
The offering of the Option Shares is being made pursuant to the
Company's effective shelf registration statement on Form S-3 (Registration No.
333-121622) (the "Registration Statement"), including a related prospectus as
supplemented by a Preliminary Prospectus Supplement dated January 19, 2005 and
Prospectus Supplement dated February 4, 2005, which the Company filed with the
Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended.
A copy of the Company's press release issued on February 7, 2005
announcing the underwriters' exercise of the over-allotment option is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Northfield Laboratories Inc. Press Release dated February 7,
2005.
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.
Northfield Laboratories Inc.
Date: February 7, 2005 By: /s/ Jack J. Kogut
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Jack J. Kogut
Senior Vice President and Chief Financial
Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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Exhibit 99.1 Northfield Laboratories Inc. Press Release dated February 7, 2005.