-----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, ANV7aF7Ytk7NYk9sxAmQ6atsQ0lB2DLSAROW2IWuCQiD4KE3/5m0DajRa20iLWo4 Q2Oc0Gj3o5/HvXKxQ+JBPw== 0001209191-05-024457.txt : 20050506 0001209191-05-024457.hdr.sgml : 20050506 20050506170554 ACCESSION NUMBER: 0001209191-05-024457 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050504 FILED AS OF DATE: 20050506 DATE AS OF CHANGE: 20050506 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 6611 TRIBUTARY ST CITY: BALTIMORE STATE: MD ZIP: 21224 BUSINESS PHONE: 4106316300 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jeanneret Andrew J CENTRAL INDEX KEY: 0001321103 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23736 FILM NUMBER: 05808852 BUSINESS ADDRESS: BUSINESS PHONE: 410-631-6300 MAIL ADDRESS: STREET 1: C/O GUILFORD PHARMACEUTICALS INC. STREET 2: 6611 TRIBUTARY STREET CITY: BALTIMORE STATE: MD ZIP: 21224 3 1 doc3.xml FORM 3 SUBMISSION X0202 3 2005-05-04 0 0000918066 GUILFORD PHARMACEUTICALS INC GLFD 0001321103 Jeanneret Andrew J C/O GUILFORD PHARMACEUTICALS 6611 TRIBUTARY ST. BALTIMORE MD 21224 0 1 0 0 VP, Controller & CAO Restricted Stock Units 3300 D Restricted Stock Units 8000 D Stock Options (Right to buy) 4.66 2006-01-31 2015-01-31 Common Stock 20000 D Stock Options (Right to buy) 5.25 2005-08-30 2014-08-30 Common Stock 25000 D The restricted stock units to which this note relates vest as to 25% of such stock units on the first anniversary of the date of grant, and every six months thereafter as to 12.5% of such stock units. Consists of Restricted Stock units granted under the Company's 2002 Stock Award and Incentive Plan pursuant to the terms of the Company's Employee Retention Plan (the "Retention Plan"), which Restricted Stock units shall vest in full on April 5, 2006, or earlier in the event of a change of control as defined in the Retention Plan. Consists of options granted under the Company's 2002 Stock Award and Incentive Plan which shall become exercisable to the extent of 25% of the shares underlying such option on the above date and shall become cumulatively exercisable to the extent of 1/36 of the remaining shares underlying such option each month thereafter. Asher M. Rubin, Attorney-in-fact 2005-05-04 EX-24.3_84333 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned's hereby makes, constitutes and appoints Asher M. Rubin as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Guilford Pharmaceuticals Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of May, 2005. /s/ Andrew J. Jeanneret Signature Andrew J. Jeanneret Print Name STATE OF MARYLAND COUNTY OF BALTIMORE On this 6th day of May, 2005, Andrew J. Jeanneret personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. _________________________________ Notary Public _________________________________ My Commission Expires: -----END PRIVACY-ENHANCED MESSAGE-----