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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 17, 1999
GLIATECH INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20096 34-1587242
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(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File Number) Identification No.)
23240 Commerce Park Road, Cleveland, Ohio 44122
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 831-3200
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On November 17, 1999, the Board of Directors of Gliatech Inc. (the
"Company") adopted Amendment No. 1 (the "Amendment") to the Rights Agreement,
dated as of July 1, 1997 (the "Rights Agreement"), between the Company and
American Stock Transfer & Trust Company, as rights agent. The Amendment provides
that the State of Wisconsin Investment Board ("SWIB") shall not be deemed to be
an Acquiring Person (as defined in the Rights Agreement) unless and until such
time as SWIB shall have become the Beneficial Owner (as defined in the Rights
Agreement) of a percentage of the Company's Common Shares then outstanding that
equals or exceeds the SWIB Percentage. "SWIB Percentage" means 20% to and
including January 14, 2001, at which time the SWIB Percentage shall be reduced
to (i) 15%, if SWIB is not the Beneficial Owner of 15% or more of the Common
Shares of the Company outstanding at the close of business on January 14, 2001
or (ii) if SWIB is the Beneficial Owner of 15% or more of the Common Shares of
the Company outstanding at the close of business on January 14, 2001, the next
highest whole percentage (which shall not exceed 20%) in excess of the
percentage of Common Shares of the Company then outstanding beneficially owned
by SWIB.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
Exhibit
Number Exhibit
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99.1 Press release, dated November 18, 1999
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SIGNATURE
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.
GLIATECH INC.
By: /s/ Rodney E. Dausch
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Name: Rodney E. Dausch
Title: Chief Financial Officer,
Secretary and
Executive Vice President - Finance
Dated: November 19, 1999
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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99.1 Press release, dated November 18, 1999
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Exhibit 99.1
GLIATECH
23420 Commerce Park Road
Cleveland, Ohio 44122 USA
Tel (216) 831-3200 Fax (216) 831-4220
FOR IMMEDIATE RELEASE
Contact: Thomas O. Oesterling, Ph.D.
President and Chief Executive Officer
Gliatech Inc.
(216) 831-3200
GLIATECH ANNOUNCES AMENDMENT TO STOCKHOLDER RIGHTS PLAN
Cleveland, Ohio--November 18, 1999--Gliatech Inc. (Nasdaq: GLIA) announced today
that its Board of Directors has amended Gliatech's stockholder rights agreement.
The amendment allows the State of Wisconsin Investment Board to own up to 20% of
the Company's then outstanding common stock in certain circumstances without
being deemed to be an Acquiring Person pursuant to the rights agreement.
Gliatech is a leader in the discovery and development of therapeutic products
based on the properties of glial cells. The Company applies its core glial
research to developing innovative products for major unmet human health care
needs. Current development initiatives are targeting products to improve
surgical outcomes and to treat neurological disorders.
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