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
July 23, 2003
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(Date of Report; Date of Earliest Event Reported)
Northfield Laboratories Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-24050 36-3378733
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification
Incorporation) Number)
1560 Sherman Avenue
Suite 1000
Evanston, Illinois 60201-4800
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(Address of Principal Executive Offices)
(847) 864-3500
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Required FD Disclosure.
The exhibits filed herewith relate to the Registration
Statement on Form S-3 filed with the Securities and Exchange Commission by
Northfield Laboratories Inc. on June 27, 2003 (SEC File No. 333-106615), as
supplemented by the Prospectus Supplement filed pursuant to Rule 424(b)(2) on
July 23, 2003.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
(c) Exhibits.
Exhibit 1.1 - Placement Agent Agreement dated
July 23, 2003 between Northfield
Laboratories Inc. and SG Cowen
Securities Corporation.
Exhibit 4.1 - Placement Agent's Warrant.
Exhibit 5.1 - Opinion of Baker & McKenzie.
Exhibit 23.1 - Consent of Baker & McKenzie
(contained in their opinion filed
as Exhibit 5.1).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, Northfield has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: July 23, 2003
NORTHFIELD LABORATORIES INC.
By /s/ JACK J. KOGUT
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Jack J. Kogut
Senior Vice President and Chief Financial
Officer