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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): September 13, 1999
GUILFORD PHARMACEUTICALS INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-23736 52-1841960
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number)
Identification No.)
6611 Tributary Street, Baltimore, Maryland 21224
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (410) 631-6300
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(Former name or former address, if changed since last report)
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GUILFORD PHARMACEUTICALS INC.
ITEM 5. OTHER EVENTS.
On September 13, 1999, Guilford Pharmaceuticals Inc. announced that
it had entered into Purchase Agreements with certain institutional and other
accredited investors for the sale of an aggregate of 3,360,000 shares of its
common stock, $.01 par value, at a purchase price of $13.50 per share. The
securities are being issued in a private offering pursuant to Regulation D under
the Securities Act of 1933. Further information is contained in Guilford's press
release announcing the private placement, which is filed as an exhibit to this
current report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
The following are filed as exhibits to this current report on Form
8-K:
99.1 Press Release dated September 13, 1999
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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 hereunto duly authorized.
Guilford Pharmaceuticals Inc.
Date: September 13, 1999 By: /s/ Craig R. Smith, M.D.
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Craig R. Smith, M.D.
Chairman of the Board,
President and Chief
Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
99.1 Press Release dated September 13, 1999
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Stacey Jurchison or Angela Rubin
Corporate Communications
Guilford Pharmaceuticals Inc.
(410) 631-6300
GUILFORD ANNOUNCES $45 MILLION
PRIVATE PLACEMENT OF COMMON STOCK
Baltimore, MD, September 13, 1999 -- Guilford Pharmaceuticals Inc. (NASDAQ:
GLFD) today announced that it has entered into definitive agreements for the
sale of an aggregate of 3,360,000 newly issued shares of Guilford Common Stock
to selected institutional and other accredited investors. The purchase price per
share is $13.50. The Company intends to file with the SEC a resale registration
statement relating to the privately placed shares, and closing of the financing
will occur immediately prior to effectiveness of the registration statement.
Prudential Vector Healthcare Group, a unit of Prudential Securities
Incorporated, served as placement agent for the private financing.
"Our intention is to use the net proceeds from this financing to enhance our
pharmaceutical and chemical development capacity, to possibly secure additional
product candidates through in-licensing agreements, and to advance the
development of our drug delivery and pharmaceutical product candidates, in
addition to other general corporate purposes" said Dr. Craig R. Smith, President
& Chief Executive Officer of Guilford.
Guilford Pharmaceuticals Inc. is a biopharmaceutical company engaged in the
development of polymer-based therapeutics for cancer, and novel products for the
diagnosis and treatment of neurological diseases, including Parkinson's disease,
Alzheimer's disease, stroke, severe head trauma, spinal cord injuries, multiple
sclerosis and peripheral neuropathies.
Any offering of Guilford securities under the resale registration statement will
be made only by means of a prospectus.
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