SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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 5, 2004
GUILFORD PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
| | | |
| Delaware | 0-23736 | 52-1841960 |
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(State or other jurisdiction of
incorporation or organization) | (Commission File
Number) | (I.R.S. Employer
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
(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
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| Item 5. | | Other Events.
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| | | On May 5, 2004, the stockholders of the Company approved an amendment to the Amended and Restated Articles of Incorporation, as amended, increasing the authorized capital of the Company to 130 million shares, consisting of 125 million shares of common stock, $.01 par value per share, and 5 million shares of preferred stock, $.01 par value per share. A copy of the Company’s Certificate of Amendment of Amended and Restated and Restated Articles of Incorporation is attached hereto as Exhibit 3.01D and is incorporated herein by reference.
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| Item 7. | | Financial Statements, Pro Forma Financial Information and Exhibits
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| | | (c) | | Exhibits |
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| | | | 3.01D | | Certificate of Amendment of Amended and Restated Articles of Incorporation, As Amended |
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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.
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| | Guilford Pharmaceuticals Inc.
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| Date: May 19, 2004 | By: | /s/ Asher M. Rubin | |
| | | Asher M. Rubin | |
| | | Vice President, General Counsel and Secretary | |
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INDEX TO EXHIBITS
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| Exhibit | | | | |
Number
| | Exhibit Description
| | Page
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| 3.01D | | Certificate of Amendment of Amended and Restated Articles of Incorporation, As Amended | | | 5 | |
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