424B3 1 w92981ae424b3.htm FILED PURSUANT TO RULE 424(B)(3) e424b3
 

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

PROSPECTUS SUPPLEMENT NO. 3 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.

                 
Name of Beneficial Owner   Principal Amount of
Notes Beneficially
Owned and Offered(1) 		  Shares of
Common Stock
Beneficially Owned
Prior to the
Offering(1)(2)(3) 		  Shares of
Common
Stock
Offered(1)(3) 		  Shares of
Common Stock
Owned After
Completion of
the Offering
 
 
 
 
CIBC World Markets   $500,000   80,128
   80,128
   0
Citigroup Global Markets Inc.   $2,220,000   355,769
   355,769
   0
Sturgeon Limited   $514,000   82,371
   82,371
   0
CooperNeff Convertible Strategies (Cayman) Master Fund, L.P.   $3,617,000   579,647
   579,647
   0
BNP Paribas Equity Stratigies, SNC   $3,600,000   576,923
   576,923
   0
Singlehedge US Convertible Arbitrage Fund   $600,000   96,153
   96,153
   0
Lyxor/Convertible Arbitrage Fund Limited   $240,000   38,461
   38,461
   0
Whitebox Convertible Arbitrage Partners, LP   $6,250,000   1,001,602
   1,001,602
   0
Alexandra Global Master Fund LTD   $5,500,000   881,410
   881,410
   0
KD Convertible Arbitrage Fund L.P.   $3,000,000   480,769
   480,769
   0
Polaris Vega Fund L.P.   $2,150,000   344,551
   344,551
   0
Sunrise Partners Limited Partnership   $5,350,000   857,371
   857,371
   0

     (1) The principal amount of notes and common stock identified in this table and in the Selling Holder table in the prospectus dated November 12, 2003, as beneficially owned and offered may exceed the total amount of notes and common stock identified on the cover page of the prospectus. However, in no event will the Selling Holders, in the aggregate, sell pursuant to the prospectus, as supplemented from time-to-time, more than $69,354,000 aggregate principal amount of notes or the 11,114,423 shares issuable upon conversion of the notes.

     (2) Includes common stock into which the notes are convertible.
     (3) 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 29, 2004