-----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, VtyhXMnXexRvfirpCr6zvzvLRQ05Yk1aeaPEbH7lz116N3CGvZTT+D4/OQE09pDk j0jHEqXEyq3bjHR0/e7UkA== 0000950133-99-003010.txt : 19990914 0000950133-99-003010.hdr.sgml : 19990914 ACCESSION NUMBER: 0000950133-99-003010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990913 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990913 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: SEC FILE NUMBER: 000-23736 FILM NUMBER: 99710677 BUSINESS ADDRESS: STREET 1: 6611 TRIBUTARY ST CITY: BALTIMORE STATE: MD ZIP: 21224 BUSINESS PHONE: 4106316300 8-K 1 FORM 8-K 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): September 13, 1999 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. On September 13, 1999, Guilford Pharmaceuticals Inc. announced that it had entered into Purchase Agreements with certain institutional and other accredited investors for the sale of an aggregate of 3,360,000 shares of its common stock, $.01 par value, at a purchase price of $13.50 per share. The securities are being issued in a private offering pursuant to Regulation D under the Securities Act of 1933. Further information is contained in Guilford's press release announcing the private placement, which is filed as an exhibit to this current report on Form 8-K. 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 Press Release dated September 13, 1999 - 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: September 13, 1999 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 Press Release dated September 13, 1999 - 4 - EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Stacey Jurchison or Angela Rubin Corporate Communications Guilford Pharmaceuticals Inc. (410) 631-6300 GUILFORD ANNOUNCES $45 MILLION PRIVATE PLACEMENT OF COMMON STOCK Baltimore, MD, September 13, 1999 -- Guilford Pharmaceuticals Inc. (NASDAQ: GLFD) today announced that it has entered into definitive agreements for the sale of an aggregate of 3,360,000 newly issued shares of Guilford Common Stock to selected institutional and other accredited investors. The purchase price per share is $13.50. The Company intends to file with the SEC a resale registration statement relating to the privately placed shares, and closing of the financing will occur immediately prior to effectiveness of the registration statement. Prudential Vector Healthcare Group, a unit of Prudential Securities Incorporated, served as placement agent for the private financing. "Our intention is to use the net proceeds from this financing to enhance our pharmaceutical and chemical development capacity, to possibly secure additional product candidates through in-licensing agreements, and to advance the development of our drug delivery and pharmaceutical product candidates, in addition to other general corporate purposes" said Dr. Craig R. Smith, President & Chief Executive Officer of Guilford. Guilford Pharmaceuticals Inc. is a biopharmaceutical company engaged in the development of polymer-based therapeutics for cancer, and novel products for the diagnosis and treatment of neurological diseases, including Parkinson's disease, Alzheimer's disease, stroke, severe head trauma, spinal cord injuries, multiple sclerosis and peripheral neuropathies. Any offering of Guilford securities under the resale registration statement will be made only by means of a prospectus. ### - 5 - -----END PRIVACY-ENHANCED MESSAGE-----