SC 13G 1 glfd-i.txt GUILFORD PHARMACEUTICALS INC. - COMMON STOCK UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* Guilford Pharmaceuticals Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 011436226 (CUSIP Number) December 11, 2003 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) ________________ *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 011436226 _____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Smithfield Fiduciary LLC - not applicable ______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies ______________________________________________________________________________ (5) SOLE VOTING POWER -0- _______________________________________________________________ NUMBER OF (6) SHARED VOTING POWER SHARES 1,385,935 shares of Common Stock BENEFICIALLY Warrants to purchase shares of Common Stock (exercisable OWNED BY for an aggregate of 277,187 shares of Common Stock). See footnote 1 in Item 4. EACH _______________________________________________________________ REPORTING (7) SOLE DISPOSITIVE POWER -0- PERSON WITH _______________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. ______________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. ______________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] ______________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.87% as of the date of this Statement. (Based on 33,850,394 shares of Common Stock issued and outstanding as of the date of this Statement, plus the shares of Common Stock issuable upon the exercise of the Warrants described above.) ______________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** OO - Limited Liability Company CUSIP No. 011436226 ______________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Highbridge International LLC - not applicable ______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies ______________________________________________________________________________ (5) SOLE VOTING POWER -0- _______________________________________________________________ NUMBER OF (6) SHARED VOTING POWER SHARES 1,385,935 shares of Common Stock BENEFICIALLY Warrants to purchase shares of Common Stock (exercisable OWNED BY for an aggregate of 277,187 shares of Common Stock). See footnote 1 in Item 4. EACH $12,000,000 principal amount of 5% Convertible REPORTING Subordinated Notes due July 1, 2008 (convertible into an aggregate of 1,923,077 shares of Common Stock). PERSON WITH See footnote 1 in Item 4. _______________________________________________________________ (7) SOLE DISPOSITIVE POWER -0- _______________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. ______________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. ______________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] ______________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.95% as of the date of this Statement. (Based on 33,850,394 shares of Common Stock issued and outstanding as of the date of this Statement, plus the shares of Common Stock issuable upon the exercise of the Warrants described above and upon conversion of the Convertible Subordinated Notes described above.) ______________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** OO - Limited Liability Company CUSIP No. 011436226 ______________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Highbridge Capital Corporation - not applicable ______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies ______________________________________________________________________________ (5) SOLE VOTING POWER -0- _______________________________________________________________ NUMBER OF (6) SHARED VOTING POWER SHARES 1,385,935 shares of Common Stock BENEFICIALLY Warrants to purchase shares of Common Stock (exercisable OWNED BY for an aggregate of 277,187 shares of Common Stock). See footnote 1 in Item 4. EACH $12,000,000 principal amount of 5% Convertible REPORTING Subordinated Notes due July 1, 2008 (convertible into an aggregate of 1,923,077 shares of Common Stock). PERSON WITH See footnote 1 in Item 4. _______________________________________________________________ (7) SOLE DISPOSITIVE POWER -0- _______________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. ______________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. ______________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] ______________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.95% as of the date of this Statement. (Based on 33,850,394 shares of Common Stock issued and outstanding as of the date of this Statement, plus the shares of Common Stock issuable upon the exercise of the Warrants described above and upon conversion of the Convertible Subordinated Notes described above.) ______________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** BD - Broker Dealer CUSIP No. 011436226 ______________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Highbridge Capital Management, LLC - 13-3993048 ______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware ______________________________________________________________________________ (5) SOLE VOTING POWER -0- _______________________________________________________________ NUMBER OF (6) SHARED VOTING POWER SHARES 1,385,935 shares of Common Stock BENEFICIALLY Warrants to purchase shares of Common Stock (exercisable OWNED BY for an aggregate of 277,187 shares of Common Stock). See footnote 1 in Item 4. EACH $12,000,000 principal amount of 5% Convertible REPORTING Subordinated Notes due July 1, 2008 (convertible into an aggregate of 1,923,077 shares of Common Stock). PERSON WITH See footnote 1 in Item 4. _______________________________________________________________ (7) SOLE DISPOSITIVE POWER -0- _______________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. ______________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. ______________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] ______________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.95% as of the date of this Statement. (Based on 33,850,394 shares of Common Stock issued and outstanding as of the date of this Statement, plus the shares of Common Stock issuable upon the exercise of the Warrants described above and upon conversion of the Convertible Subordinated Notes described above.) ______________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** OO - Limited Liability Company Item 1. (a) Name of Issuer Guilford Pharmaceuticals Inc. (b) Address of Issuer's Principal Executive Offices: 6611 Tributary Street Baltimore, Maryland 21224 Item 2(a). Name of Person Filing Item 2(b). Address of Principal Business Office Item 2(c). Citizenship Smithfield Fiduciary LLC The Anchorage Centre, 2nd Floor Harbor Drive, George Town, Grand Cayman, Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies Highbridge International LLC The Anchorage Centre, 2nd Floor Harbor Drive, George Town, Grand Cayman, Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies Highbridge Capital Corporation The Anchorage Centre, 2nd Floor Harbour Drive, George Town, Grand Cayman, Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: State of Delaware (d) Title of Class of Securities Common Stock, par value $0.01 per share (e) CUSIP Number 011436226 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership (a) Amount Beneficially Owned 1,385,935 shares of Common Stock Warrants to purchase shares of Common Stock (exercisable for an aggregate of 277,187 shares of Common Stock). /1/ $12,000,000 principal amount of 5% Convertible Subordinated Notes due July 1, 2008 (convertible into an aggregate of 1,923,077 shares of common stock). /1/ (b) Percent of Class Approximately 9.95% as of the date of this Statement. (Based on 33,850,394 shares of Common Stock issued and outstanding as of the date of this Statement, plus the shares of Common Stock issuable upon the exercise of the Warrants described above and upon conversion of the Convertible Subordinated Notes described above.) /1/ (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote See Item 4(a) above. (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of See item (a) above. /1/ The securities reported herein include securities that the Reporting Persons may acquire in the future upon (i) the exercise of warrants to purchase up to 277,187 shares of Common Stock up to and including December 11, 2010 at an exercise price of $7.55 per share (the "Warrants") and (ii) the conversion of up to $12,000,000 principal amount of the Issuer's 5% Convertible Subordinated Notes due July 1, 2008 into up to 1,923,077 shares of Common Stock at a conversion price of $6.24. Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise such Warrants to the extent that such exercise would cause the Reporting Persons to be "beneficial owners" of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 of the Act. Item 5. Ownership of Five Percent or Less of a Class Inapplicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Inapplicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company See Item 2 above. Item 8. Identification and Classification of Members of the Group Inapplicable Item 9. Notice of Dissolution of Group Inapplicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated this 19th day of December, 2003 SMITHFIELD FIDUCIARY LLC By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Director Highbridge International LLC By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Director Highbridge Capital Corporation By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Controller Highbridge Capital Management, LLC By: /s/ Ronald S. Resnick ------------------------------------- Ronald S. Resnick, Managing Director Exhibit Index ------------- Exhibit Description ------- ----------- 1 Joint Filing Agreement