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): August 11, 2009
NORTHFIELD LABORATORIES INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-24050
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36-3378733 |
| (State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification |
| Incorporation)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On August 7, 2009, Northfield Laboratories Inc. (the “Company” or “the Debtor”) filed the Debtor’s
Amended Plan of Liquidation (including all exhibits thereto and as amended, modified or
supplemented from time to time, the “Plan”) and the Debtor’s Disclosure Statement for its Amended
Plan of Liquidation (including all exhibits thereto and as amended, modified or supplemented from
time to time, the “Disclosure Statement”) with the United States Bankruptcy Court for the District
of Delaware (the “Bankruptcy Court”). The Company filed a voluntary petition for relief under
chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) on June 1, 2009.
By Order dated August 11, 2009 (the “Disclosure Statement Order”), the Bankruptcy Court approved
the Disclosure Statement as containing adequate information within the meaning of section 1125 of
the Bankruptcy Code. The Disclosure Statement, which includes the Plan as Appendix A thereto, is
attached hereto as Exhibit 99.1. Each of the Disclosure Statement and the Plan are subject to
supplementation, modification and amendment prior to confirmation of the Plan by the Bankruptcy
Court.
Pursuant to the Disclosure Statement Order, the Company will mail copies of the Disclosure
Statement to claim holders. Impaired claim holders will have an opportunity to vote to either
accept or reject the Plan. Pursuant to the Disclosure Statement Order, the Company also will mail
a notice (the “Equity Notice”) to such persons that are on the Company’s list of equity security
holders. The Equity Notice, which contains a summary of the material provisions of the Plan and
information regarding the confirmation hearing and procedures for objecting to the Bankruptcy
Court’s confirmation of the Plan, is attached hereto as Exhibit 99.2.
On September 11, 2009 at 10:00 a.m. (prevailing Eastern Standard Time), or as soon thereafter as
counsel may be heard, a hearing will be held before the Honorable Brendan L. Shannon in the
Bankruptcy Court, 824 North Market Street, 6th Floor, Wilmington, Delaware 19801 to consider
confirmation of the Plan (the “Confirmation Hearing”). Objections, if any, to the Bankruptcy
Court’s confirmation of the Plan, including any supporting memoranda, must be in writing, be filed
with the Clerk of the Court, Third Floor, 824 North Market Street, Wilmington, Delaware 19801
together with proof of service on or before September 8, 2009 at 4:00 p.m. (prevailing Eastern
Standard Time). Further information and instructions regarding the Confirmation Hearing and how to
object to the Plan are in the Equity Notice.
The Disclosure Statement may contain certain statements that are forward-looking statements. Words
such as “expect,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,”
“outlook” and similar expressions are intended to identify forward-looking statements.
Additionally, forward-looking statements include statements which do not relate solely to
historical facts, such as statements which identify uncertainties or trends, discuss the possible
future effects of current known trends or uncertainties or which indicate that the future effects
of known trends or uncertainties cannot be predicted, guaranteed or assured. These statements are
subject to a number of assumptions, risks and uncertainties, many of which are beyond the control
of the Company, including, without limitation, those described the Disclosure Statement, the
implementation of the Plan, the closing of sale transactions, natural disasters and unusual weather
conditions, terrorist actions or acts of war, actions of governmental bodies and other market and
competitive conditions. Holders of claims against the Company and interests in the Company are
cautioned that the forward-looking statements speak as of the date made and are not
guarantees of future performance. Actual results or developments may differ materially from the
expectations expressed or implied in the forward-looking statements and the Company undertakes no
obligation to update any such statements. Additional risks and uncertainties not presently known
to the Company or that the Company currently believes to be immaterial may also impair the
Company’s business, financial condition, results of operations and the value of the Company’s
bankruptcy estate. If any of the risks occur, the Company’s business, financial condition,
operating results and the value of the Company’s bankruptcy estate, as well as the Company’s
ability to consummate the Plan, could be materially adversely affected.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
99.1
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Debtor’s Disclosure Statement for its Amended Plan of
Liquidation (including Debtor’s Amended Plan of Liquidation
attached thereto as Appendix A) |
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99.2
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Equity Notice |