8-K 1 e8-k.txt CURRENT REPORT 1 ================================================================================ 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 28, 2000 GUILFORD PHARMACEUTICALS INC. ----------------------------- (Exact name of registrant as specified in its charter) Delaware 000-23736 52-1841960 -------------------------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.)
6611 Tributary Street, Baltimore, Maryland 21224 --------------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 631-6300 -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ 2 GUILFORD PHARMACEUTICALS INC. ITEM 5. OTHER EVENTS. Guilford Pharmaceuticals Inc. and Gliatech Inc. announced on August 28, 2000 that they had agreed to terminate the Agreement and Plan of Merger dated as of May 29, 2000, as amended. In accordance with the terms of the Termination Agreement, a copy of which is attached hereto as Exhibit 99.1, the parties have agreed to release one another from all claims of any kind arising out of the Merger Agreement. Under the terms of the Termination Agreement, no termination fees are payable by either party. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. The following are filed as exhibits to this current report on Form 8-K: 99.1 Termination Agreement, dated August 28, 2000 - 2 - 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Guilford Pharmaceuticals Inc. Date: August 29, 2000 By: /s/ Craig R. Smith, M.D. ----------------------------------------- Craig R. Smith, M.D. Chairman of the Board, President and Chief Executive Officer
- 3 - 4 INDEX TO EXHIBITS EXHIBIT NUMBER 99.1 Termination Agreement, dated August 28, 2000 - 4 -