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
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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.
Exhibit No. Description
99.1 Debtor's Disclosure Statement for its Amended Plan of Liquidation
(including Debtor's Amended Plan of Liquidation attached thereto as
Appendix A)
99.2 Equity Notice
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