e424b3

-----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, SnVapOAKYDSPmW3C+eBrmeeF2NZtaemC48J4mtujzy/hJg/3gCV7Qa+66i5hPXYG LbbYmw9WAJFSvm+87P455Q== 0000950133-04-000010.txt : 20040105 0000950133-04-000010.hdr.sgml : 20040105 20040105171510 ACCESSION NUMBER: 0000950133-04-000010 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040105 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-108133 FILM NUMBER: 04506197 BUSINESS ADDRESS: STREET 1: 6611 TRIBUTARY ST CITY: BALTIMORE STATE: MD ZIP: 21224 BUSINESS PHONE: 4106316300 424B3 1 w92981e424b3.htm FILED PURSUANT TO RULE 424(B)(3) e424b3

Rule 424(b)(3)
Registration No. 333-108133

PROSPECTUS SUPPLEMENT NO. 2 TO PROSPECTUS DATED NOVEMBER 12, 2003

GUILFORD PHARMACEUTICALS INC.

$69,354,000

5% Convertible Subordinated Notes
Due July 1, 2008

and

11,114,423 Shares of Common Stock
Issuable Upon Conversion of the Notes

This prospectus supplement identifies below holders of notes, or transferees, donees, pledgees and successors thereof, who may, from time to time, offer and sell pursuant to this prospectus supplement any or all of the notes listed below and common stock into which those notes are convertible.

You should read this prospectus supplement together with the prospectus dated November 12, 2003, which is to be delivered with this prospectus supplement.

The table below sets forth additional and updated information concerning beneficial ownership of the notes, and supplements and, to the extent inconsistent with, amends the table appearing under the caption “Selling Holders” beginning on page 22 of the prospectus. To the extent that a selling holder is listed both in the table below and in the table appearing in the prospectus, the information set forth below regarding that selling holder supersedes the information set forth in the prospectus. We have prepared this table based on information given to us by the selling holders.

Shares of Common

Principal Amount of

Stock Owned Prior

Stock Owned After

Notes Beneficially

to the

Shares of Common

Completion of the

Name of Beneficial Owner

Owned and Offered

Offering(1)(2)

Stock Offered(2)

Offering

Whitebox Convertible Arbitrage Partners, LP

6,250,000

1,001,602

⁽¹⁾ Includes common stock into which the notes are convertible.

⁽²⁾ Assumes a conversion rate of 160.2564 shares per $1,000 principal amount of notes and a cash payment in lieu of any fractional interest.

Investing in our common stock or the notes involves a high degree of risk. Please carefully consider the “Risk Factors – Risks Related to this Offering” beginning on page 18 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is January 5, 2004

-----END PRIVACY-ENHANCED MESSAGE-----