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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): May 29, 2000
GLIATECH INC.
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(Exact Name of Registrant as Specified in 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 May 29, 2000, Gliatech Inc., a Delaware corporation ("Gliatech"),
and Guilford Pharmaceuticals Inc., a Delaware corporation ("Guilford"), executed
an Agreement and Merger (the "Merger Agreement"). In accordance with the terms
of the Merger Agreement, Guilford will acquire Gliatech pursuant to a merger of
one of Guilford's wholly owned subsidiaries with and into Gliatech (the
"Merger"). Pursuant to the Merger Agreement, upon effectiveness of the Merger,
each of the outstanding shares of common stock, par value $0.01 per share, of
Gliatech (the "Gliatech Shares"), other than Gliatech Shares owned by Guilford
or Gliatech or any of Gliatech's subsidiaries, will be converted into the right
to receive 1.38 shares of fully paid and nonassessable common stock, par value
$0.01 per share, of Guilford. Consummation of the Merger is subject to
satisfaction or waiver by the parties of certain conditions, including receipt
of regulatory approvals and approvals by the stockholders of each of Gliatech
and Guilford.
On May 30, 2000, Gliatech and Guilford issued a joint press release
announcing the execution of the Merger Agreement. The Merger Agreement and the
press release are filed as exhibits hereto and are incorporated herein by
reference.
In connection with entering into the Merger Agreement, Gliatech amended
its Rights Agreement, dated as of July 1, 1997, as amended, between Gliatech and
American Stock Transfer & Trust Company, as rights agent, to make the provisions
of the Rights Agreement inapplicable to the execution of the Merger Agreement
and the consummation of the Merger and other transactions contemplated by the
Merger Agreement, in each case in accordance with the Merger Agreement.
Amendment No. 2 to the Rights Agreement, dated as of May 29, 2000, between
Gliatech and American Stock Transfer & Trust Company, as Rights Agent, is filed
as an exhibit hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired: None
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(b) Pro Forma Financial Information: None
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(c) Exhibits:
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Exhibit
Number Exhibit
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2.1 Agreement and Plan of Merger, dated as of May 29,
2000, among Gliatech Inc., Guilford Pharmaceuticals
Inc. and St. John Development Corp.
4.1 Amendment No. 2, dated as of May 29, 2000, to the
Rights Agreement, dated as of July 1, 1997, as
amended, between Gliatech Inc. and American Stock
Transfer & Trust Company, as Rights Agent.
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99.1 Text of joint press release, dated May 30, 2000.
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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: June 2, 2000
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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2.1 Agreement and Plan of Merger, dated as of May 29, 2000,
among Gliatech Inc., Guilford Pharmaceuticals Inc. and
St. John Development Corp.
4.1 Amendment No. 2, dated as of May 29, 2000, to the
Rights Agreement, dated as of July 1, 1997, as amended,
between Gliatech Inc. and American Stock Transfer &
Trust Company, as Rights Agent.
99.1 Text of joint press release, dated May 30, 2000.
