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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 30, 2000
GUILFORD PHARMACEUTICALS INC.
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(Exact name of registrant as specified in its charter)
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)
Registrant's telephone number, including area code: (410) 631-6300
(not applicable)
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On May 30, 2000, Guilford Pharmaceuticals Inc. and Gliatech Inc.
announced that they had reached a definitive merger agreement in a transaction
expected to be a tax free reorganization and a pooling of interests for
accounting purposes. Under an Agreement and Plan of Merger entered into between
the parties, each outstanding share of Gliatech common stock will be converted
into the right to receive 1.38 shares of Guilford common stock, and Gliatech
will become a wholly-owned subsidiary of Guilford. The combined company will
retain the Guilford name and will be based at Guilford's headquarters in
Baltimore, Maryland.
Consummation of the merger is subject to a number of conditions
including approval by the stockholders of Guilford and Gliatech, and the receipt
of all regulatory approvals.
The press release issued by Guilford and Gliatech with respect to the
announcement of the Merger Agreement is included as Exhibit 99.1 hereto.
The foregoing description of and reference to the above-mentioned
document is qualified in its entirety by reference to the complete text of
the document, which is filed as an exhibit to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
99.1 Press Release, dated May 30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Guilford Pharmaceuticals
Date: June 14, 2000 By: /s/ Thomas C. Seon
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Thomas C. Seon
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated May 30, 2000.
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