UNITED STATES
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
Date of report (Date of earliest event reported): SEPTEMBER 29, 2005
NORTHFIELD LABORATORIES INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-24050 36-3378733
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) 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:
[ ] 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.
At the annual meeting of the stockholders of Northfield Laboratories Inc.,
a Delaware corporation (the "Company"), held on September 29, 2005 (the "2005
Annual Meeting"), the stockholders of the Company adopted and approved an
amendment and restatement to the Company's 2003 Equity Compensation Plan (the
"Plan"). The amendment increased the number of shares available under the Plan
from 750,000 to 2,250,000 shares. A copy of the Company's 2003 Equity
Compensation Plan, as amended and restated, is attached hereto as Exhibit 10.1.
Effective September 29, 2005, the Company and Edward C. Wood, Jr., who was
elected to the Company's Board of Directors at the 2005 Annual Meeting, entered
into an indemnification agreement. The indemnification agreement is the same in
all material respects to the indemnification agreements the Company has entered
into with each of its directors and senior executive officers. The
indemnification agreement requires the Company to indemnify Mr. Wood to the
maximum extent permitted by law and to advance all expenses he may reasonably
incur in connection with the defense of any claim or proceeding in which he may
be involved as a party or witness. The indemnification agreement specifies
certain procedures and assumptions applicable in connection with requests for
indemnification and advancement of expenses and also requires the Company to
continue to maintain directors and officers and fiduciary liability insurance
for a six-year period following any change in control transaction. The rights
provided to Mr. Wood under his indemnification agreement are in addition to any
other rights he may have under the Company's restated certificate of
incorporation or bylaws, applicable law or otherwise. The form of
indemnification agreement with the directors, including Mr. Wood, was filed as
Exhibit 10.19 to the Company's Quarterly Report on Form 10-Q for the Company's
quarter ended February 28, 2001 and is incorporated herein by reference.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL
YEAR.
At the 2005 Annual Meeting, the stockholders of the Company approved an
amendment to the Company's restated certificate of incorporation to increase
the number of authorized shares of the Company's common stock from 30,000,000 to
60,000,000 shares. The amendment was filed in the state of Delaware on September
30, 2005. A copy of the amendment to the restated certificate of incorporation
is attached hereto as Exhibit 3.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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3.1 Amendment to Restated Certificate of Incorporation of Northfield
Laboratories Inc.
10.1 Northfield Laboratories Inc. 2003 Equity Compensation Plan, as
amended and restated.
10.2 Form of Indemnification Agreement - Director (incorporated herein
by reference to Exhibit 10.19 to the Company's Quarterly Report on
Form 10-Q for the Company's quarter ended February 28, 2001).
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: October 3, 2005 NORTHFIELD LABORATORIES INC.
By: /s/ Jack J. Kogut
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Jack J. Kogut
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Amendment to Restated Certificate of Incorporation of Northfield
Laboratories Inc.
10.1 Northfield Laboratories Inc. 2003 Equity Compensation Plan, as
amended and restated.
10.2 Form of Indemnification Agreement - Director (incorporated herein
by reference to Exhibit 10.19 to the Company's Quarterly Report on
Form 10-Q for the Company's quarter ended February 28, 2001).