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 September 24, 1996 Date of Report (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) 2 ITEM 5. OTHER EVENTS In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Guilford Pharmaceuticals Inc. ("Guilford" or the "Company") is hereby filing cautionary statements identifying important factors that could cause Guilford's actual results to differ materially from those projected in forward-looking statements made by or on behalf of Guilford. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (99) Additional Exhibits 99.1 Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995. - 2 - 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 24, 1996 By: /s/ Andrew R. Jordan --------------------------------------- Andrew R. Jordan Vice President, Chief Financial Officer and Treasurer - 3 -