<PAGE> 1
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: SEPTEMBER 2, 1998
(DATE OF EARLIEST EVENT REPORTED)
GUILFORD PHARMACEUTICALS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-23736 52-1841960
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
6611 TRIBUTARY STREET
BALTIMORE, MARYLAND
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
21224
(ZIP CODE)
(410) 631-6300
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE> 2
ITEM 5. OTHER EVENTS
Effective September 2,1998, a Committee of the Board of Directors Guilford
Pharmaceuticals Inc. (the "Company") authorized a common stock repurchase
program of up to one million shares of the Company's common stock in the
aggregate. The Company will purchase its common stock in the open market or
in block transactions from time to time as it deems appropriate. Guilford
Pharmaceuticals has implemented the repurchase plan since it believes that
at recent market prices its common stock represents an attractive economic
value.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NUMBER DESCRIPTION
99.1 Press Release, dated September 2, 1998, entitled "Guilford
Pharmaceuticals Inc. Announces Stock Repurchase Plan ".
- -------------------------------------------
<PAGE> 3
SIGNATURES
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 thereunto duly authorized.
GUILFORD PHARMACEUTICALS INC.
Date: September 2, 1998 By: /s/ Craig R. Smith, M.D.
-------------------------------------
Craig R. Smith, M.D.
President and Chief Executive Officer
<PAGE> 1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Angela Rubin
Guilford Pharmaceuticals Inc.
(410) 631-6449
Brad Miles (media)
BMC
Jonathan Fassberg (investor)
The Trout Group
(212) 477-9007
GUILFORD PHARMACEUTICALS INC. ANNOUNCES STOCK REPURCHASE PLAN
Baltimore, MD, September 2, 1998 -- Guilford Pharmaceuticals Inc. (Nasdaq: GLFD)
today announced that a Committee of the Company's Board of Directors has
authorized a common stock repurchase program of up to one million shares of the
Company's common stock in the aggregate. The Company will purchase its common
stock in the open market or in block transactions from time to time as it deems
appropriate. Guilford Pharmaceuticals has implemented the repurchase plan since
it believes that at recent market prices its common stock represents an
attractive economic value.
Guilford Pharmaceuticals Inc. is a biopharmaceutical company engaged in the
development of polymer-based therapeutics for brain and other cancers, and novel
products for the diagnosis and treatment of neurological diseases, including
Parkinson's Disease, Alzheimer's disease, stroke, head trauma, spinal cord
injuries, multiple sclerosis, peripheral neuropathies and cocaine addiction.
# # #
Internet address: http://www.guilfordpharm.com
For Press Releases: http://www.prnewswire.com
This press release contains forward-looking statements that involve risk and
uncertainties, including those described in the section entitled "Risk Factors"
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, that could cause the Company's actual results and experience
to differ materially from anticipated results and expectations expressed in
these forward-looking statements. Among other things, the one million shares
authorized for the repurchase program is a maximum limit, and the Company in its
discretion may not complete the repurchase of all such shares due to fluctuating
market conditions or other reasons.
