-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EZko6eGnkRbCJcLu/mVTallMyXeJCvUwuID4H/kOzyAomHCimU8L1vrsj0GGRjoV dJjMb0RnDR8aP/kEZgElBg== 0000950133-03-002579.txt : 20030730 0000950133-03-002579.hdr.sgml : 20030730 20030730171128 ACCESSION NUMBER: 0000950133-03-002579 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030730 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GUILFORD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000918066 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521841960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23736 FILM NUMBER: 03812296 BUSINESS ADDRESS: STREET 1: 6611 TRIBUTARY ST CITY: BALTIMORE STATE: MD ZIP: 21224 BUSINESS PHONE: 4106316300 8-K 1 w88833e8vk.htm FORM 8-K e8vk
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 30, 2003

 

GUILFORD PHARMACEUTICALS INC.
(Exact name of registrant as specified in its
charter)
         
Delaware   0-23736   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)

Exhibit Index is on page 4.

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.      Other Events

                   On July 30, 2003, the Company issued a press release announcing that the initial purchasers of its recent convertible offering have elected to purchase approximately $9.3 million in additional Convertible Subordinated Notes pursuant to an option previously granted. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

  (c)   Exhibits
 
  99.1   Press Release of Guilford Pharmaceuticals Inc. issued July 30, 2003

 

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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.
         
         
Dated: July 30, 2003   By:   /S/ ASHER M. RUBIN
     
        Asher M. Rubin
        Vice President, Deputy General
        Counsel and Secretary

 

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INDEX TO EXHIBITS

         
Exhibit
Number 		  Exhibit Description   Page
         
99.1   Press Release dated July 30, 2003   5

 

- 4 - EX-99.1 3 w88833exv99w1.htm EXHIBIT 99.1 exv99w1

 

Exhibit 99.1

FOR IMMEDIATE RELEASE

GUILFORD PHARMACEUTICALS ANNOUNCES SALE OF $9.3 MILLION OF
ADDITIONAL CONVERTIBLE SUBORDINATED NOTES

BALTIMORE, MD, July 30, 2003, Guilford Pharmaceuticals Inc. (Nasdaq: GLFD) announced today that the initial purchasers of its recent convertible offering have elected to purchase $9.3 million in additional Convertible Subordinated Notes pursuant to an overallotment option. The exercise of the option will bring the gross proceeds from the offering to $69.3 million. The notes are convertible into Guilford common stock at a price equal to $6.24 per share, which if not converted, will mature on July 1, 2008. The notes bear an interest rate of 5% per year, payable semi-annually.

The Company expects to use the proceeds from the sale of these additional convertible subordinated notes for general corporate purposes, including working capital and the potential acquisition of products or technologies.

The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities.

About Guilford

Guilford Pharmaceuticals Inc. is a fully integrated pharmaceutical company engaged in the research, development and commercialization of products that target the hospital and neurology markets. Presently, Guilford markets one commercial product, GLIADEL® Wafer, for the treatment of brain cancer, and has a product pipeline which includes a novel anesthetic, AQUAVAN™ Injection, and drugs for treating Parkinson’s disease and post-prostatectomy erectile dysfunction.

###

     
Contact:   Guilford Pharmaceuticals Inc.
    Stacey Jurchison 410.631.5022
    jurchisons@guilfordpharm.com

Internet addresses: www.guilfordpharm.com

This press release contains forward-looking statements that involve risks and uncertainties, including those described in the section entitled “Risk Factors” contained in the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2003, that could cause the Company’s actual results and experience to differ materially from anticipated results and expectations expressed in these forward-looking statements.

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