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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
NORTHFIELD LABORATORIES INC.
(Name of Registrant as Specified in its Charter)
C. ROBERT COATES
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee
paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party: C. Robert Coates
4) Date Filed: August 22, 2002
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C. ROBERT COATES' TRACK RECORD AT NORTHFIELD LABORATORIES, INC.
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DATE EVENT Northfield Stock Price
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June 19, 2000 * C. Robert Coates sends a letter to Northfield $12.38
shareholders faulting the "Wall of Silence" policy
of Northfield's management "toward communicating
with shareholders, the medical community, the
press, and Wall Street." The letter outlines how
Northfield's share prices lagged those of other
blood substitute companies.
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June 22, 2000 * C. Robert Coates announces that he has retained $16.25
Beacon Hill Partners, Inc. as strategic advisor
regarding opportunities to improve the shareholder
value of Northfield Labs.
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August 31, 2000 * Mr. Coates announces his intention to file a slate $15.63
of four candidates for election to the Board of
Directors of Northfield Laboratories, Inc.
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September 26, 2000 * Mr. Coates files a Schedule 14A Definitive Proxy $12.94
Statement with the SEC.
* On that same day, Mr. Coates and Northfield's
senior management, Richard E. DeWoskin and Steven
A. Gould, MD meet to discuss ways to enhance the
flow of information available to Northfield's
shareholders and the scientific, business and
investment communities.
* Subsequent to that meeting Northfield indicates
that it plans to increase significantly the
resources devoted to investor relations and to
consider additional steps to provide enhanced
information to its public investors. In addition,
Northfield agrees to explore expanding its board
to include additional independent directors with
substantial FDA regulatory experience or a
background in the pharmaceutical industry.
Northfield also clarifies that shareholders
attending the Annual Meeting would be free to ask
questions and make statements.
* Following that meeting, Mr. Coates withdraws his
proposed slate of directors and
ELECTS NOT TO SOLICIT PROXIES in connection with
the 2000 annual meeting.
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August 3, 2001 * Northfield announces that it will host its Annual $16.69
Meeting on August 31, 2001. For the years 2000,
1999, 1998 and 1997, the meeting dates had been
October 12, October 28, September 28 and October
17 respectively.
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August 10, 2001 * Mr. Coates files an action against Northfield and $16.22
its directors. The suit alleges that the
defendants inequitably advanced the 2001 annual
meeting from October 11, 2001, the date Northfield
had publicly identified as the expected meeting
date, to August 31, 2001 for the purposes of
preventing Mr. Coates from waging an effective
proxy contest.
* The lawsuit also mentions "the lack of information
stockholders and the investing public have about
Northfield" - issues that Northfield had promised
to rectify, as captured in a Northfield press
release, one year earlier.
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August 16, 2001 * Northfield announces that it had completed $19.84
preparation of all its Biologics License
Application (BLA) components, including collection
and analysis of its clinical trial data for
PolyHeme. Neither Northfield's August 3, 2001
press release nor its August 3, 2001 Proxy
Statement mentioned Northfield's plan to file the
BLA.
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August 17, 2001 * Upon learning of Northfield's plan to file its BLA $18.16
Mr. Coates withdraws his lawsuit. The prepared 14A
Proxy Statement is not filed and NO VOTES ARE
SOLICITED. Mr. Coates wishes to be constructive,
not disruptive to the FDA filing process by
Northfield
Laboratories.
* Northfield's stock price reaches an intra-day high
of $21.25.
* Northfield issues a press release stating that "a
shareholder of the company, has filed suit in
Delaware to delay Northfield's annual meeting of
shareholders scheduled for August 31, 2001."
* Northfield's stock price falls and ends at $18.16
to close the day.
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November 19, 2001 * Northfield announces "that it received comments $13.25
from the U.S. Food and Drug Administration's
Center for Biologics Evaluation and Research
(CBER) on its Biologics License Application (BLA),
submitted August 2001. CBER indicated that they
are seeking additional information before
accepting the application for filing and issued a
Refusal-to-File letter to the company."
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December 21, 2001 * Northfield announces that "it hopes to get a $9.95
meeting on the FDA's calendar in January to
discuss modifications to its Biologics License
Application (BLA)."
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May 13, 2002 * TheStreet.com publishes an article titled $6.73
"Northfield's Game Plan Remains a Mystery."
* The article states, "It's been six months since
U.S. drug regulators refused to review Northfield
Laboratories' experimental blood substitute,
PolyHeme. But company executives still aren't
offering much insight into what's needed to get
the product back on track."
* It also adds, "Thursday, Northfield President
Steven Gould said he was optimistic that the
'constructive dialogue' with the Food and Drug
Administration would lead the agency to reaccept
PolyHeme's approval application for review. But
Gould declined to give specifics, nor would he
explain why these discussions are dragging on so
long."
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June 3, 2002 * C. Robert Coates files a proxy statement with the $4.03
SEC announcing that he and Bert Williams III are
running for election to the Northfield board at
the upcoming annual meeting.
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June 4, 2002 * Dow Jones reports that C. Robert Coates, if $4.25
elected, "would immediately pressure the board to
remove Richard DeWoskin as chief executive and
then begin a search for a major equity partner
with pharmaceutical experience to get PolyHeme to
market as soon as possible."
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July 9, 2002 * Messrs. Coates and Williams announce they will $3.71
"challenge Northfield's CEO and directors in (a)
proxy contest."
* Mr. Coates adds, "Northfield needs more money, and
it needs a CEO who can get the job done for the
shareholders. We think the only way to remedy the
present situation is to partner with a major
pharmaceutical firm on terms satisfactory to
shareholders. In addition to infusing much needed
capital into the company before it runs out of
money, this pharmaceutical company would provide
Northfield with an experienced CEO and the
marketing and manufacturing expertise that is
missing."
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July 11, 2002 * Northfield announces that it had received Messrs. $3.46
Coates' and Williams' director nominations.
* Northfield adds that "Coates has spoken by
telephone with the members of the nominating
committee to discuss his nomination", but fails to
mention that:
* The nominating committee declined to discuss
Mr. Coates' credentials.
* The nominating committee had not contacted
Mr. Williams.
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July 15, 2002 * In a press release Mr. Coates asks Northfield $3.34
Labs' CEO and directors to focus on increasing the
share price.
* He adds, "DeWoskin and the directors can start by
disclosing material information to shareholders
including the FDA rejection letter and progress by
Northfield in completing its BLA. This will
immediately benefit the shareholders. The only
reason not to disclose this information is that it
may cost DeWoskin and several of the directors
their jobs at Northfield Labs."
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July 24, 2002 * Northfield announces the resignation of its CEO $4.79
Richard DeWoskin and shares that its going forward
plan contains the following action items:
* Working with the FDA to "resolve as quickly as
possible" the issues with the BLA and move
forward with PolyHeme's approval process.
* Raising additional capital.
* Partnering with a major pharmaceutical company.
* Increasing Northfield's profile in the
scientific and investment communities.
* NORTHFIELD'S PLAN COPIES (ALMOST WORD FOR WORD)
MOST OF MR. COATES' PLAN:
* "Pressure the board to remove Richard DeWoskin"
(June 4, Dow Jones)
* "Get PolyHeme to market as soon as possible"
(June 4, Dow Jones)
* "Infus[e] much needed capital into the
company" (July 9, Filed with the SEC)
* "Partner with a major pharmaceutical firm on
terms satisfactory to shareholders" (July 9,
Filed with the SEC)
* Northfield's plan does not provide any action
items on how it intends to address its marketing
and manufacturing short-comings.
* In addition, NORTHFIELD ANNOUNCES TWO NEW DIRECTOR
CANDIDATES: MR. BIERBAUM, REPRESENTING
PEPSIAMERICAS, INC., AND MR. NESS, WHO WAS PAID
$80,000 FOR CONSULTING WORK BY NORTHFIELD AND WHO
WILL KEEP THAT JOB WHILE A DIRECTOR AT THE COMPANY
(IF ELECTED).
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July 26, 2002 * Northfield's preliminary proxy filed with the SEC $5.45
reveals that Mr. DeWoskin will benefit from a
separation and a consulting agreement. The
Northfield proxy statement says, "THE SEPARATION
AGREEMENT WITH MR. DEWOSKIN PROVIDES FOR THE
TERMINATION OF HIS EMPLOYMENT AGREEMENT WITH
NORTHFIELD, WITH THE EXCEPTION THAT HE WILL
CONTINUE TO BE ENTITLED TO RECEIVE A BONUS OF
$278,048 IF NORTHFIELD RECEIVES FDA APPROVAL FOR
THE COMMERCIAL SALE OF POLYHEME IN THE UNITED
STATES FOR ANY INDICATION ON OR PRIOR TO DECEMBER
31, 2004."
* In addition, Northfield stated that "Mr.
DeWoskin's consulting agreement provides for the
payment of a monthly consulting fee of $26,962 and
the reimbursement of certain reasonable out-of-
pocket business and travel expenses incurred by
Mr. DeWoskin on behalf of Northfield." MR.
DEWOSKIN'S CONSULTING FEES ARE MORE THAN WHAT HE
WAS MAKING AS A CEO ($23,460 PER MONTH).
* Northfield's proxy states that Dr. Moss and Dr.
Ness have provided consulting services to
Northfield and have received compensation from
Northfield for their services. Dr. Moss is a party
to a consulting agreement under which he reviews
and advises Northfield on research activities
relating to PolyHeme. Dr. Moss' consulting
agreement expires in August 2002, and it is
expected the agreement will be EXTENDED for an
additional year. Dr. Moss received $60,000 from
Northfield under his consulting agreement during
our 2002 fiscal year. Dr. Ness has provided
consulting services to Northfield relating to FDA
regulatory matters and the sourcing of red blood
cells from major blood banking organizations.
Northfield expects to enter into an agreement with
Dr. Ness under which he will AGREE TO CONTINUE to
provide such services to Northfield. Dr. Ness
RECEIVED $80,000 from Northfield as payment for
his consulting services during our 2002 fiscal
year.
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July 31, 2002 * C. Robert Coates announces that Northfield $4.35
Laboratories is sending a "mixed message" by
rehiring DeWoskin.
* Messrs. Coates and Williams vow to continue the
fight as truly independent director
candidates.
* Biopure files with the FDA seeking approval for
its product (Hemopure).
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August 9, 2002 * Northfield files its definitive proxy statement $3.86
with the SEC but makes no mention of any progress
towards the approval of PolyHeme by the FDA.
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