<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 8-A/A
(AMENDMENT NO. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GLIATECH INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 34-1587242
-------- ----------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
23420 Commerce Park Road, Cleveland, Ohio 44122
----------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
n/a
------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ----------------------------------
n/a n/a
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Preferred Shares
-----------------------------------
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On May 29, 2000, the Board of Directors of Gliatech Inc. (the
"Company") approved Amendment No. 2, dated as of May 29, 2000 (the "Amendment"),
to the Rights Agreement, dated as of July 1, 1997, as amended (the "Rights
Agreement"), between the Company and American Stock Transfer & Trust Company
(the "Rights Agent"). The Amendment made the provisions of the Rights Agreement
inapplicable to the transactions contemplated by the Agreement and Plan of
Merger, dated as of May 29, 2000, among the Company, Guilford Pharmaceuticals
Inc. ("Guilford"), and St. John Development Corp., a wholly owned subsidiary of
Guilford.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, a copy of which has
been filed as an exhibit hereto and incorporated herein by reference. Copies of
the Rights Agreement, and the related Summary of Rights, which is attached as
Exhibit C to the Rights Agreement, are available free of charge from the
Company.
ITEM 2. EXHIBITS.
Number Description
------ -----------
4.1 Amendment No. 2, dated as of May 29, 2000, to the Rights Agreement,
dated as of July 1, 1997, as amended, between the Company and
American Stock Transfer & Trust Company, as Rights Agent
(incorporated herein by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K, filed June 2, 2000).
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
GLIATECH INC.
By: /s/ Rodney E. Dausch
----------------------------
Name: Rodney E. Dausch
Title: Chief Financial Officer,
Secretary, and
Executive Vice President - Finance
Date: June 2, 2000
<PAGE> 4
EXHIBIT INDEX
-------------
Number Description
------ -----------
4.1 Amendment No. 2, dated as of May 29, 2000, to the Rights Agreement,
dated as of July 1, 1997, as amended, between the Company and
American Stock Transfer & Trust Company, as Rights Agent
(incorporated herein by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K, filed June 2, 2000).
