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| NFLDQ.PK > SEC Filings for NFLDQ.PK > Form 8-K on 30-Sep-2009 | All Recent SEC Filings |
30-Sep-2009
Bankruptcy or Receivership
On June 1, 2009, Northfield Laboratories Inc. (the "Company") filed a
voluntary petition for relief under chapter 11 of title 11 of the United States
Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court").
On August 7, 2009, the Company filed an Amended Plan of Liquidation
(including all exhibits thereto and as amended, modified or supplemented from
time to time, the "Plan") and a 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 Bankruptcy
Court.
On September 11, 2009, the Bankruptcy Court entered an order pursuant to
section 1129(a) of the Bankruptcy Code and Rule 3020 of the Federal Rules of
Bankruptcy Procedure confirming the Plan. On September 25, 2009, the "Effective
Date" occurred with respect to the Plan.
On the Effective Date, in accordance with the Plan (i) all of the assets of
the Company were transferred to a liquidating trust (the "Liquidation Trust"),
(ii) the Company ceased to exist and was deemed dissolved pursuant to applicable
state law, (iii) all Interests (as defined in the Plan), other than the
Securities Claims (as defined in the Plan), including equity securities of the
Company, whether common stock, warrants or options, were deemed to have been
cancelled and extinguished, (iv) each member of the Board of Directors of the
Company ceased to be a director of the Company and ceased to have any further
legal, equitable, fiduciary or other obligations with respect to the Company,
any party in interest in the Company's bankruptcy case, the Liquidation Trust or
the Remaining Assets (as defined in the Plan) and (v) each officer of the
Company ceased to be an officer of the Company and ceased to have any further
legal, equitable, fiduciary or other obligations with respect to the Company,
any party in interest with respect to the Company's bankruptcy case, the
Liquidation Trust or the Remaining Assets.
Item 2.01 Completion of Acquisition of Disposition of Assets
As described in Item 1.03, on the Effective Date, all of the assets, rights
and properties of the Company were transferred to the Liquidating Trust in
accordance with the Plan.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
As describe in Item 1.03, on the Effective Date, in accordance with the Plan
(i) each member of the Board of Directors of the Company ceased to be a director
of the Company and ceased to have any further legal, equitable, fiduciary or
other obligations with respect to the Company, any party in interest in the
Company's bankruptcy case, the Liquidation Trust or the Remaining Assets and
(ii) each officer of the Company ceased to be an officer of the Company and
ceased to have any further legal, equitable, fiduciary or other obligations with
respect to the Company, any party in interest with respect to the Company's
bankruptcy case, the Liquidation Trust or the Remaining Assets.
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