sv8
As
filed with the Securities and Exchange Commission on February 20, 2009
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)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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36-3378733
(I.R.S. Employer Identification No.) |
1560 Sherman Avenue
Suite 1000
Evanston, Illinois 60201-4800
(Address of registrants principal executive offices)
NORTHFIELD LABORATORIES INC.
2003 EQUITY COMPENSATION PLAN
(Full title of the Plan)
JACK J. KOGUT
Senior Vice President Administration
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
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o | |
Accelerated filer
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Non-accelerated filer o | |
Smaller reporting company
þ |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed |
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Title of |
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maximum |
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Proposed |
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securities |
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Amount to |
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offering |
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maximum |
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to be |
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be |
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price |
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aggregate |
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Amount of |
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registered |
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Title of Plan |
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registered |
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pershare |
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offering price |
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registration fee |
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Common Stock of
Northfield Laboratories Inc., par value $.01 per share |
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Northfield
Laboratories Inc.
2003 Equity |
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Compensation Plan |
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1,750,000 |
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$0.94* |
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$1,645,000* |
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$64.65 |
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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 registrants Common Stock reported
on the Nasdaq Global Market on February 10, 2009. |
TABLE OF CONTENTS
Explanatory Note
On October 30, 2003, Northfield Laboratories Inc. (the Registrant) filed a Registration
Statement on Form S-8 (File No. 333-110110)
(the 2003 Registration Statement) which registered
750,000 shares of the Registrants common stock, par value $0.01 per share
(Common Stock),
reserved for issuance under the Northfield Laboratories Inc. 2003 Equity Compensation Plan (the
Plan).
At the Registrants 2005 Annual Meeting of Stockholders, the Registrants stockholders
approved and adopted an amendment to the Plan to increase by 1,500,000 the number of shares of
Common Stock authorized under the Plan. On October 3, 2005, the Registrant filed a Registration
Statement on Form S-8 (File No. 333-128787) (the 2005 Registration Statement) which registered an
additional 1,500,000 shares of Common Stock reserved for issuance under the Plan.
At the Registrants 2008 Annual Meeting of Stockholders, the Registrants stockholders
approved and adopted an amendment to the Plan to increase the number of Shares authorized under the
Plan by an additional 1,750,000 Shares. By this Registration Statement, the Registrant hereby
registers an additional 1,750,000 Shares under the Plan. The contents of the 2003 Registration
Statement and 2005 Registration Statement and the are hereby incorporated by reference into this
Registration Statement.
2
Item 8. Exhibits
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5.1
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Opinion of Baker & McKenzie LLP. |
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10.1
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Northfield Laboratories Inc. 2003 Equity Compensation Plan (as amended and restated as
of August 1, 2008). |
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15.1
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Letter Re: Unaudited interim financial information. |
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23.1
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Consent of KPMG LLP. |
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23.2
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Consent of Baker & McKenzie LLP (contained in their opinion filed as
Exhibit 5.1 to this Registration Statement). |
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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 February
13, 2009.
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NORTHFIELD LABORATORIES INC.
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By: |
/s/ Steven A. Gould, M.D.
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Steven A. Gould, M.D. |
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Chairman and Chief Executive Officer |
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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 February 13, 2009.
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Signature |
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/s/ Steven A. Gould, M.D.
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Chairman of the Board and Chief Executive Officer |
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Steven A. Gould, M.D.
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(principal executive officer) |
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/s/ Jack J. Kogut
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Senior Vice President Administration |
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Jack J. Kogut
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(principal financial officer and principal
accounting officer) |
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/s/ John F. Bierbaum
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Director |
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John F. Bierbaum |
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/s/ Bruce S. Chelberg
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Director |
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Bruce S. Chelberg |
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/s/ Alan L. Heller
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Director |
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Alan L. Heller |
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/s/ Paul M. Ness, M.D.
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Director |
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Paul M. Ness, M.D. |
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/s/ David A. Savner
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Director |
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David A. Savner |
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/s/ Edward C. Wood, Jr.
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Director |
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Edward C. Wood, Jr. |
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4
EXHIBIT INDEX
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Exhibit No. |
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Description |
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5.1
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Opinion of Baker & McKenzie LLP. |
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10.1
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Northfield Laboratories Inc. 2003 Equity Compensation Plan (as amended and restated as of
August 1, 2008). |
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15.1
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Letter Re: Unaudited interim financial information. |
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23.1
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Consent of KPMG LLP. |
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23.2
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Consent of Baker & McKenzie LLP (contained in their opinion filed as Exhibit 5.1 to this
Registration Statement). |
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