-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SUHqpLDgRI0BIExquCk8dDU05CGEQiKMQib2vS+M8qRWCmF9vwKL7JSnaGSYV4Wt qmXij46NDPYqwyovZExuug== 0001141111-05-000010.txt : 20050211 0001141111-05-000010.hdr.sgml : 20050211 20050211172847 ACCESSION NUMBER: 0001141111-05-000010 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUILFORD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000918066 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521841960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45277 FILM NUMBER: 05600385 BUSINESS ADDRESS: STREET 1: 6611 TRIBUTARY ST CITY: BALTIMORE STATE: MD ZIP: 21224 BUSINESS PHONE: 4106316300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITHFIELD FIDUCIARY LLC CENTRAL INDEX KEY: 0001141111 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459451400 MAIL ADDRESS: STREET 1: P.O. BOX 30554 STREET 2: SEVEN MILE BEACH CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G/A 1 glfd-am1.txt GUILFORD PHARMACEUTICALS INC. - COMMON STOCK UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Guilford Pharmaceuticals Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 011436226 (CUSIP Number) December 31, 2004 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) ________________ *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 011436226 _____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Smithfield Fiduciary LLC - not applicable ______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies ______________________________________________________________________________ (5) SOLE VOTING POWER -0- NUMBER OF _______________________________________________________________ SHARES (6) SHARED VOTING POWER BENEFICIALLY Warrants to purchase shares of Common Stock (exercisable for an aggregate of 277,187 shares of Common Stock). OWNED BY See footnote 1 in Item 4. _______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER REPORTING -0- _______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER See Row 6 above. ______________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. ______________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] ______________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1%. (Based on 44,443,457 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the exercise of the Warrants described above.) ______________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** OO - Limited Liability Company CUSIP No. 011436226 ______________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Highbridge International LLC - not applicable ______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies ______________________________________________________________________________ (5) SOLE VOTING POWER -0- _______________________________________________________________ NUMBER OF (6) SHARED VOTING POWER SHARES Warrants to purchase shares of Common Stock (exercisable BENEFICIALLY for an aggregate of 277,187 shares of Common Stock). See footnote 1 in Item 4. OWNED BY $2,918,000 principal amount of 5% Convertible EACH Subordinated Notes due July 1, 2008 (convertible into an aggregate of 467,628 shares of Common Stock). REPORTING See footnote 1 in Item 4. _______________________________________________________________ PERSON WITH (7) SOLE DISPOSITIVE POWER -0- _______________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. ______________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. ______________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] ______________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.65%. (Based on 44,443,457 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the exercise of the Warrants described above and upon conversion of the Convertible Subordinated Notes described above.) ______________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** OO - Limited Liability Company CUSIP No. 011436226 ______________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Highbridge Capital Corporation - not applicable ______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies ______________________________________________________________________________ (5) SOLE VOTING POWER -0- _______________________________________________________________ NUMBER OF (6) SHARED VOTING POWER SHARES Warrants to purchase shares of Common Stock (exercisable BENEFICIALLY for an aggregate of 277,187 shares of Common Stock). See footnote 1 in Item 4. OWNED BY $2,918,000 principal amount of 5% Convertible EACH Subordinated Notes due July 1, 2008 (convertible into an aggregate of 467,628 shares of Common Stock). REPORTING See footnote 1 in Item 4. _______________________________________________________________ PERSON WITH (7) SOLE DISPOSITIVE POWER -0- _______________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. ______________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. ______________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] ______________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.65%. (Based on 44,443,457 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the exercise of the Warrants described above and upon conversion of the Convertible Subordinated Notes described above.) ______________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** BD - Broker Dealer CUSIP No. 011436226 ______________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Highbridge Capital Management, LLC - 20-1901985 ______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware ______________________________________________________________________________ (5) SOLE VOTING POWER -0- _______________________________________________________________ NUMBER OF (6) SHARED VOTING POWER SHARES Warrants to purchase shares of Common Stock (exercisable BENEFICIALLY for an aggregate of 277,187 shares of Common Stock). See footnote 1 in Item 4. OWNED BY $2,918,000 principal amount of 5% Convertible EACH Subordinated Notes due July 1, 2008 (convertible into an aggregate of 467,628 shares of Common Stock). REPORTING See footnote 1 in Item 4. _______________________________________________________________ PERSON WITH (7) SOLE DISPOSITIVE POWER -0- _______________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. ______________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. ______________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] ______________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.65%. (Based on 44,443,457 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the exercise of the Warrants described above and upon conversion of the Convertible Subordinated Notes described above.) ______________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** OO - Limited Liability Company CUSIP No. 011436226 ______________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Glenn Dubin ______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ (5) SOLE VOTING POWER -0- _______________________________________________________________ NUMBER OF (6) SHARED VOTING POWER SHARES Warrants to purchase shares of Common Stock (exercisable BENEFICIALLY for an aggregate of 277,187 shares of Common Stock). See footnote 1 in Item 4. OWNED BY $2,918,000 principal amount of 5% Convertible EACH Subordinated Notes due July 1, 2008 (convertible into an aggregate of 467,628 shares of Common Stock). REPORTING See footnote 1 in Item 4. _______________________________________________________________ PERSON WITH (7) SOLE DISPOSITIVE POWER -0- _______________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. ______________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. ______________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] ______________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.65%. (Based on 44,443,457 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the exercise of the Warrants described above and upon conversion of the Convertible Subordinated Notes described above.) ______________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IN CUSIP No. 011436226 ______________________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Henry Swieca ______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ (5) SOLE VOTING POWER -0- _______________________________________________________________ NUMBER OF (6) SHARED VOTING POWER SHARES Warrants to purchase shares of Common Stock (exercisable BENEFICIALLY for an aggregate of 277,187 shares of Common Stock). See footnote 1 in Item 4. OWNED BY $2,918,000 principal amount of 5% Convertible EACH Subordinated Notes due July 1, 2008 (convertible into an aggregate of 467,628 shares of Common Stock). REPORTING See footnote 1 in Item 4. _______________________________________________________________ PERSON WITH (7) SOLE DISPOSITIVE POWER -0- _______________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. ______________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. ______________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] ______________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.65%. (Based on 44,443,457 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the exercise of the Warrants described above and upon conversion of the Convertible Subordinated Notes described above.) ______________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IN Item 1. (a) Name of Issuer Guilford Pharmaceuticals Inc. (b) Address of Issuer's Principal Executive Offices: 6611 Tributary Street Baltimore, Maryland 21224 Item 2(a). Name of Person Filing Item 2(b). Address of Principal Business Office Item 2(c). Citizenship Smithfield Fiduciary LLC The Cayman Corporate Centre, 4th Floor 27 Hospital Road George Town Grand Cayman, Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies Highbridge International LLC The Cayman Corporate Centre, 4th Floor 27 Hospital Road George Town Grand Cayman, Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies Highbridge Capital Corporation The Cayman Corporate Centre, 4th Floor 27 Hospital Road George Town Grand Cayman, Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: State of Delaware Glenn Dubin c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: United States Henry Swieca c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: United States (d) Title of Class of Securities Common Stock, par value $0.01 per share (e) CUSIP Number 011436226 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership (a) Amount Beneficially Owned Warrants to purchase shares of Common Stock (exercisable for an aggregate of 277,187 shares of Common Stock). /1/ $2,918,000 principal amount of 5% Convertible Subordinated Notes due July 1, 2008 (convertible into an aggregate of 467,628 shares of Common Stock). /1/ (b) Percent of Class Approximately 1.65%. (Based on 44,443,457 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the exercise of the Warrants described above and upon conversion of the Convertible Subordinated Notes described above.) /1/ (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote See Item 4(a) above. (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of See item (a) above. /1/ The securities reported herein include securities that the Reporting Persons may acquire in the future upon (i) the exercise of warrants to purchase up to 277,187 shares of Common Stock up to and including December 11, 2010 at an exercise price of $7.55 per share and (ii) the conversion of up to $2,918,000 principal amount of the Issuer's 5% Convertible Subordinated Notes due July 1, 2008 into up to 467,628 shares of Common Stock at a conversion price of $6.24. Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC and Highbridge Capital Corporation. Glenn Dubin is a Managing Partner of Highbridge Capital Management, LLC. Henry Swieca is a Managing Partner of Highbridge Capital Management, LLC. Smithfield Fiduciary LLC is a wholly-owned subsidiary of Highbridge International LLC which is a wholly-owned subsidiary of Highbridge Capital Corporation, a broker/dealer. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Inapplicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company See Item 2 above. Item 8. Identification and Classification of Members of the Group Inapplicable Item 9. Notice of Dissolution of Group Inapplicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated this 11th day of February, 2005 SMITHFIELD FIDUCIARY LLC By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Director Highbridge International LLC By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Director Highbridge Capital Corporation By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Controller Highbridge Capital Management, LLC By: /s/ Ronald S. Resnick ------------------------------------- Ronald S. Resnick, Managing Partner /s/ Glenn Dubin - ------------------------------------- Glenn Dubin /s/ Henry Swieca - ------------------------------------- Henry Swieca Exhibit Index ------------- Exhibit Description ------- ----------- 1 Joint Filing Agreement EX-1 2 exht-am1.txt JOINT FILING AGREEMENT EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock of Guilford Pharmaceuticals Inc. is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: February 11, 2005 SMITHFIELD FIDUCIARY LLC By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Director Highbridge International LLC By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Director Highbridge Capital Corporation By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Controller Highbridge Capital Management, LLC By: /s/ Ronald S. Resnick ------------------------------------- Ronald S. Resnick, Managing Partner /s/ Glenn Dubin - ------------------------------------- Glenn Dubin /s/ Henry Swieca - ------------------------------------- Henry Swieca -----END PRIVACY-ENHANCED MESSAGE-----