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): July 1, 2004
Guilford Pharmaceuticals Inc.
(Exact name of registrant as specified in its
charter)
| | | | | |
| Delaware | | 000-23736 | | 52-1841960 |
|
| (State or other jurisdiction of | | (Commission File | | (I.R.S. Employer |
| incorporation or organization) | | Number) | | Identification No.) |
| | | |
| 6611 Tributary Street Baltimore, Maryland | 21224 |
|
| (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)
Information to be Included in the Report
Item 5. Other Events.
Guilford Pharmaceuticals Inc. (“Guilford”) entered into an Underwriting Agreement on July 1, 2004 with UBS Securities LLC, CIBC World Markets Corp. and Citigroup, as representatives of the Underwriters named in Schedule A thereto (the “Underwriting Agreement”), with respect to the offer and sale by Guilford of 10,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”). The offering of the Common Stock was made under Guilford’s shelf registration statement on Form S-3 (Registration No. 333-115684) (the “Registration Statement”), including a related prospectus as supplemented by a Preliminary Prospectus Supplement dated June 21, 2004 and Prospectus Supplement dated July 1, 2004 which we filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report. The opinion of counsel regarding the validity of the Common Stock issued pursuant to the offering is filed as Exhibit 5.1 hereto. A copy of Guilford’s press release issued on July 1, 2004 announcing the offering is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
The following are filed as exhibits to this current report on Form 8-K:
| | 1.1 | | Underwriting Agreement dated July 1, 2004 between Guilford Pharmaceuticals Inc. and UBS Securities LLC, CIBC World Markets Corp. and Citigroup Global Markets Inc., as representatives of the several Underwriters. |
| |
| | 5.1 | | Opinion of Hogan & Hartson, LLP regarding the validity of the securities issued. |
| | 99.1 | | Press release of Guilford Pharmaceuticals Inc. dated July 1, 2004 announcing the pricing of the offering of common stock. |
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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: July 1, 2004 | | By: /s/ ASHER M. RUBIN |
| |
|
| | Asher M. Rubin |
| | Vice President, General Counsel |
| | and Secretary |
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