8-K

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                       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): May 30, 2000




                          GUILFORD PHARMACEUTICALS INC.
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             (Exact name of registrant as specified in its charter)




       Delaware                         000-23736             52-1841960
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(State or other jurisdiction of      (Commission File       (I.R.S. Employer
incorporation or organization)            Number)           Identification No.)




      6611 Tributary Street, Baltimore, Maryland            21224
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     (Address of principal executive offices)               (Zip Code)




       Registrant's telephone number, including area code: (410) 631-6300



                               (not applicable)
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          (Former name or former address, if changed since last report)



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Item 5.  Other Events.

         On May 30, 2000, Guilford Pharmaceuticals Inc. and Gliatech Inc.
announced that they had reached a definitive merger agreement in a transaction
expected to be a tax free reorganization and a pooling of interests for
accounting purposes. Under an Agreement and Plan of Merger entered into between
the parties, each outstanding share of Gliatech common stock will be converted
into the right to receive 1.38 shares of Guilford common stock, and Gliatech
will become a wholly-owned subsidiary of Guilford. The combined company will
retain the Guilford name and will be based at Guilford's headquarters in
Baltimore, Maryland.

         Consummation of the merger is subject to a number of conditions
including approval by the stockholders of Guilford and Gliatech, and the receipt
of all regulatory approvals.

         The press release issued by Guilford and Gliatech with respect to the
announcement of the Merger Agreement is included as Exhibit 99.1 hereto.

         The foregoing description of and reference to the above-mentioned
document is qualified in its entirety by reference to the complete text of
the document, which is filed as an exhibit to this Current Report on Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         99.1     Press Release, dated May 30, 2000.


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    Guilford Pharmaceuticals


Date: June 14, 2000                 By:   /s/  Thomas C. Seon
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                                       Thomas C. Seon
                                       Senior Vice President, General
                                       Counsel and Secretary





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                                  EXHIBIT INDEX



Exhibit No.         Description
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   99.1             Press Release, dated May 30, 2000.




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EX-99.1

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                                  EXHIBIT 99.1
                        PRESS RELEASE, DATED MAY 30, 2000



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For information contact:

Stacey Jurchison
Guilford Pharmaceuticals
410-631-5022

Adam Gridley
Gliatech Inc.
216-831-3200


                  GUILFORD PHARMACEUTICALS ANNOUNCES DEFINITIVE
                       MERGER AGREEMENT WITH GLIATECH INC.

              Merger Creates Specialty Pharmaceutical Company with
           Comprehensive Biopolymer and Neurological Product Pipeline

BALTIMORE, MD AND CLEVELAND, OH -- May 30, 2000 -- Guilford Pharmaceuticals Inc.
(NASDAQ: GLFD) and Gliatech Inc. (NASDAQ: GLIA) today announced that they have
entered into a definitive merger agreement pursuant to which Guilford will
acquire all of the outstanding common stock of Gliatech. The transaction
combines the capabilities of both companies in biopolymer development and the
development of novel drugs for the treatment of central nervous system
disorders. The combined company will have three marketed products and nine
product candidates in clinical development.

"This is an exciting opportunity to combine our strengths and expertise and
create a stronger, product-focused organization with tremendous growth
potential," remarked Craig R. Smith, MD, President and Chief Executive Officer
of Guilford. "The strategic combination of our two companies will allow us to
realize greater competitive advantages, achieve operational synergies and
efficiencies, provide greater access to capital and create greater critical mass
with which to pursue our corporate objectives. Together, we have an excellent
commercial platform with three marketed biopolymer products for the surgical
marketplace and a broad and well-diversified pipeline of product candidates at
every stage of clinical development."


         The combined company will consolidate its corporate and research
operations in Baltimore, while maintaining a manufacturing facility in Solon,
Ohio. Dr. Smith will retain his position as President and CEO and Thomas O.
Oesterling, Ph.D., Chairman and CEO of Gliatech, will join the Board of
Directors and the management team and lead strategic planning activities for the
Company.




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"Our combined portfolio, which includes drug candidates at every stage of
development, offers an exciting array of biopolymer-based products for surgeons
and new potential treatments for neurological diseases," said Dr. Smith.
"Gliatech's product pipeline significantly enhances our focus on biopolymers and
small molecule therapeutics. It also significantly expands our commercial
capacity and creates an important opportunity to increase top-line revenues from
product sales."

"We are delighted to join forces with Guilford in building a first-class
biopharmaceutical company," commented Dr. Oesterling. "It quickly became
apparent as we entered negotiations that the strategic fit was excellent -- both
in terms of corporate structure and technology platform. As a combined entity,
we are in a position to build a strong commercial enterprise with the ability to
increase product-related revenues and nurture a strong development pipeline."

Under the terms of the agreement, each shareholder of Gliatech will receive 1.38
shares of Guilford common stock for each share of Gliatech common stock. The
transaction, which is subject to shareholder and regulatory approval, is
expected to close in the third quarter of 2000. The merger is intended to
qualify as a tax-free reorganization and will be accounted for as pooling of
interests. The Boards of Directors of both companies have approved the merger.


BIOPOLYMER PLATFORM

The combined company's portfolio will include three marketed biopolymer products
and five biopolymer products in various stages of clinical development.

Commercial Platform:

            (1)   ADCON(R)-L Gel - a polymer gel approved for the inhibition of
                  post-surgical scarring and adhesions following lumbar spine
                  surgery. ADCON(R)-L is currently available in the U.S. and 28
                  international markets and is the only product to receive FDA
                  market clearance for this use.

            (2)   GLIADEL(R) Wafer - a site-specific biopolymer-based
                  chemotherapeutic approved to treat recurrent glioblastoma
                  multiforme - a common form of malignant brain cancer. Since
                  its approval by the FDA in 1996, GLIADEL(R) Wafer has received
                  marketing authorizations in 21 countries.

            (3)   ADCON(R)-T/N Gel - a polymer gel approved for the inhibition
                  of post-surgical scarring and adhesions following tendon and
                  peripheral nerve surgery. ADCON(R)-T/N Gel is currently
                  available in 28 international markets, excluding the United
                  States.

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Development Platform:

            (1)   GLIADEL(R) Wafer - for first line therapy of glioblastoma
                  multiforme.  A Phase III clinical trial will be completed
                  this summer.

            (2)   ADCON(R)-P - a biopolymer liquid to inhibit post-surgical
                  scarring following pelvic and gynecological surgeries.
                  ADCON(R)-P is currently in pivotal trials.

            (3)   ADCON(R)-A - a biopolymer liquid to inhibit post-surgical
                  scarring following abdominal and colorectal surgeries.
                  ADCON(R)-A has completed patient enrollment in a pilot study
                  and is expected to enter pivotal trials this year.

            (4)   PACLIMER(TM) Microspheres - a proprietary, site-specific
                  biopolymer formulation of paclitaxel intended for the
                  treatment of ovarian cancer. PACLIMER(TM) Microspheres is
                  currently in Phase I clinical development.

            (5)   ADCON(R)-I (using ADCON(R)-L gel) - to inhibit adhesions
                  following breast augmentation and reconstructive surgery.
                  ADCON(R)-I has recently completed enrollment in a pilot
                  clinical trial.


Neurological Platform

In addition to its biopolymer platform, the combined company will have four
neurological products in various stages of clinical development. Products in the
company's neuroscience development pipeline will include:

            (1)   PERCEPTIN(TM) - a selective histamine H3 receptor antagonist
                  being investigated as a novel treatment for attention deficit
                  hyperactivity disorder. Phase I studies have been completed
                  and enrollment in a Phase II trial has begun.

            (2)   Neuroimmunophilin ligands - novel small molecules that are
                  being investigated for the promotion of nerve growth and
                  repair. Guilford's development partner, Amgen, has recently
                  completed Phase I studies with "NIL-A," the lead compound, and
                  Guilford anticipates that Phase II development for Parkinson's
                  disease will begin this year.

            (3)   GPI-15715 - a novel pro-drug of propofol, currently the
                  world's best selling general anesthetic. GPI-15715 is a water
                  soluble pro-drug of propofol that may avoid some of the side
                  effects associated with propofol. GPI-15715 is currently in
                  late stage preclinical development.



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            (4)   GPI-5693 - a small molecule NAALADase inhibitor developed to
                  treat neuropathic pain associated with diabetic peripheral
                  neuropathy. Clinical development is scheduled to begin later
                  this year.

The combined company also has several neurological programs in its research
pipeline. Its PARP and serine racemase programs aim to inhibit cell damage and
death in acute and chronic neurodegenerative disorders including stroke, spinal
cord trauma, Parkinson's disease and inflammation. The combined company is also
developing compounds based on the activity of inflammation-producing glial cells
to slow or inhibit the progression of Alzheimer's disease; H3 agonists for the
treatment of anxiety and insomnia; inhibitors of glycine transporters for
potential treatment in schizophrenia, and a monoclonal antibody that may be
useful in inflammatory diseases.

Corporate partners include Amgen for development of neuroimmunophilin ligands
and Aventis S.A. which markets GLIADEL(R) Wafer.

Prudential Vector Healthcare Group, a unit of Prudential Securities,
Incorporated acted as financial advisor to Guilford, and SG Cowen Securities
Corporation acted as financial advisor to Gliatech.

CONFERENCE CALL NOTICE:

Dr. Craig R. Smith, President and CEO of Guilford, and Dr. Thomas O. Oesterling,
Chairman and CEO of Gliatech, will host a conference call at 10:00 a.m. E.S.T.
today to discuss the proposed business combination. The dial-in number to
participate is (212) 346-0231. For a playback, dial 1-800-633-8284, reservation
number 15359622.

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Internet addresses:    www.guilfordpharm.com
                          www.gliatech.com



The companies desire to take advantage of the "safe harbor" provision of the
Private Securities Litigation Reform Act of 1995. This press release contains
forward-looking statements that involve risks and uncertainties. The companies
describe certain of these risks and uncertainties in their respective filings
with the Securities and Exchange Commission, including their respective Annual
Reports on Form 10-K (including the section entitled "Risk Factors" contained in
Guilford's Form 10-K), their most recent quarterly reports on Form 10-Q and
their Current Reports on Form 8-K. These risks and uncertainties could cause the
companies' actual results and experience to differ materially from anticipated
results and



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 expectations expressed in these forward-looking statements. In particular,
there can be no assurance that all of the steps necessary to consummate the
merger (including regulatory and shareholder approvals) will occur, that the
contemplated advantages will be achieved upon any consummation of the merger, or
that all of the scientific, regulatory and chemistry, manufacturing and controls
steps necessary for compounds to progress from preclinical to clinical
development or from an earlier to a later stage of clinical development will be
successfully completed. The companies are under no obligation to (and expressly
disclaim any such obligation to) update or alter their forward-looking
statements whether as a result of new information, future events or otherwise.









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