UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 11-K
FOR ANNUAL REPORTS OF
EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 001-09974
Enzo Biochem, Inc.
Salary Reduction Profit Sharing Plan
(Full title of the plan and the address of the plan,
if different from that of the issuer named below:)
Enzo Biochem, Inc, 527 Madison Ave. New York, NY 10022
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
TABLE OF CONTENTS
PAGE
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Report of Independent Registered Public Accounting Firm 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006 2
Statement of Changes in Net Assets Available
for Benefits For the year ended December 31, 2007 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2007:
Schedule H, Item 4i -
Schedule of Assets Held at End of Year 9
Signatures 10
Consent of Independent Registered Public Accounting Firm Exhibit 23
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of
Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan (the "Plan") as of
December 31, 2007 and 2006, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2007. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
as established by the Auditing Standards Board (United States) and in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2007 and 2006, and the changes in net assets available for benefits
for the year ended December 31, 2007 in conformity with accounting principles
generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at the end of the year, is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Marks Paneth & Shron LLP
Woodbury, New York
July 2, 2008
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ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
2007 2006
----------- -----------
ASSETS
Cash $ 57,832 $ 54,129
----------- -----------
Investments at fair value:
Mutual funds 10,288,151 9,583,819
Common stock 2,003,849 2,251,720
Insurance contract 1,263,245 1,062,804
----------- -----------
13,555,245 12,898,343
----------- -----------
Receivables:
Employer's contributions 465,640 415,536
Participants' contributions 3,156 31,404
----------- -----------
468,796 446,940
----------- -----------
Loans receivable - participants 218,993 175,842
----------- -----------
TOTAL ASSETS 14,300,866 13,575,254
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $14,300,866 $13,575,254
=========== ===========
See notes to financial statements.
2
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2007
Additions to net assets attributed to:
Participants' contributions $ 1,267,255
Employer's contributions 465,640
Rollover contributions 63,497
Transfer of assets from Axxora, LLC. 401(k) plan 153,570
Interest on loans to participants 14,121
Net appreciation (depreciation) in fair value of investments:
Mutual funds $ 1,043,634
Common stock (212,477) 831,157
------------- --------------
Total additions 2,795,240
--------------
Deductions from net assets attributed to:
Benefits paid to participants 2,029,258
Administrative expenses 40,370
--------------
Total deductions 2,069,628
--------------
Net increase in net assets available for benefits 725,612
Net assets available for benefits, beginning of year 13,575,254
--------------
Net assets available for benefits, end of year $ 14,300,866
==============
See notes to financial statements.
3
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION
The following description of the Enzo Biochem, Inc. Salary Reduction
Profit Sharing Plan ("the Plan") provides only general information.
Participants should refer to the Plan Agreement, as amended, for a more
complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering all eligible United
States based full-time employees of Enzo Biochem, Inc., (the "Plan
Sponsor"), and its wholly owned subsidiaries, Enzo Clinical Labs, Inc.,
Enzo Therapeutics, Inc., Enzo Life Sciences, Inc., and Axxora Life
Sciences, Inc ("ALS") which was acquired in June 2007, (collectively,
the "Company") who have completed three months of service and have
attained age twenty-one.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
CONTRIBUTIONS
Eligible employee participants can elect to defer up to the maximum
amount permitted by the Internal Revenue Code for each year ($15,500 in
2007 and $15,000 in 2006). Effective January 1, 2002, catch-up
contributions are also permitted for participants who have attained age
50 by December 31st, in accordance with Section 414(v) of the Code, in
an amount up to a maximum of $5,000 in 2007 and 2006, bringing those
participants' statutory limitation to $20,500 in 2007 and $20,000 for
2006. In 2007 participant contributions totaled $1,267,255. Included in
participant contributions is a qualified non-elective contribution
totaling $3,156 that had not been received as of December 31, 2007. This
qualified non-elective contribution was paid by the Plan Sponsor on June
25, 2008.
In addition, the Company will contribute to the Plan a discretionary
matching contribution equal to 50% of the participant's 401(k)
contribution, not to exceed 50% of 10% of the participant's annual
compensation. Participants who have completed a year of service during
the plan year and are actively employed as of the last day of the plan
year shall be deemed eligible to share in the matching contribution for
the year. In 2007 and 2006, the total matching contributions were
$465,640 and $415,536, respectively, in the form of Enzo Biochem Inc.
common stock.
Effective June 1, 2006, the Company amended the Plan's participant's
salary reduction election. The amendment requires participants to make
an initial salary deferral election, or an election to receive cash in
lieu of a salary deferral election, within 30 days after entering the
Plan. A participant's compensation will automatically be reduced by 3%,
which will be considered to be the Participant's salary reduction
election if the Participant does not elect to defer a portion of
compensation or elect to receive cash in lieu of making a salary
deferral election.
PARTICIPANTS' ACCOUNTS
Contributions are invested in a choice of mutual funds, a benefit
responsive investment contract, and the common stock of Enzo Biochem,
Inc. Contribution selections are designated by the participants. Each
participant's account is credited with the participant's contribution
and allocations of (a) the Company's matching contribution and, (b) Plan
earnings, and charged with an allocation of administrative expenses.
Allocations are based on participant compensation or account balances,
as defined. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
4
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION (CONTINUED)
Effective April 15, 2006, the Company amended the Plan to allow a Plan
participant to elect to classify all or part of his or her elective
deferrals as a Roth 401(k) deferral.
VESTING
Participants' contributed funds arising from salary reductions and the
earnings thereon, are fully vested at all times. Vesting in the
Company's matching contribution and earnings thereon, is ratable over
four years of service.
FORFEITURES
Any forfeited amounts shall be applied to reduce the Company's future
contributions. For the years ended December 31, 2007 and 2006, the
Company's contributions were reduced by forfeitures of approximately
$17,600 and $13,700, respectively.
LOANS TO PARTICIPANTS
Participants may borrow from their 401(k) accounts a minimum of $1,000
up to a maximum of 50% of their vested account balance or $50,000.
Participants are entitled to borrow from their account for a maximum
loan term of five years unless the proceeds are used to acquire a
principal residence in which case it may exceed five years. The loans
are secured by the participant's vested account balance and bear a
reasonable rate of interest. Principal and interest is paid ratably
through payroll deductions.
PAYMENT OF BENEFITS
On termination of service due to death, disability or retirement,
participants may elect to receive an amount equal to the value of the
vested interest in their account in either a lump sum amount or in
various annuity options. For termination of service due to other
reasons, a participant may receive the value of the vested interest in
their account as a lump sum distribution. Benefits are payable in the
form of cash or property.
OPERATING EXPENSES
Certain operating expenses of the Plan are paid by the Plan Sponsor.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America
and under the accrual basis method of accounting.
The Plan's investments are stated at fair value. Investment earnings are
reinvested in the respective funds. Investment earnings include the
Plan's proportionate share of realized gains and losses on the disposal
of investments, and appreciation or depreciation in the fair value of
the underlying investments comprising the respective mutual funds. All
purchases and sales are recorded on a trade date basis.
5
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Plan presents in the statement of changes in net asset available for
benefits, the net appreciation (depreciation) in fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect
reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.
NOTE 3: INVESTMENTS
The following table presents the fair values, as determined by quoted
market price, of the investments at December 31, except for the
Metropolitan Life Stable Value Contract, which is presented at contract
value, which approximates fair value:
2007 2006
----- ----
Enzo Biochem, Inc.* (157,288 shares at 2007,
157,794 shares at 2006) $2,003,849 $2,251,720
American Century Government Bond $ 288,250 $ 290,796
American Funds AMCAP Fund CL A $ 710,006 $ 754,629
American Funds American Balanced Fund CL A* $1,339,162 $1,327,293
American Funds Europacific Growth CL A* $1,893,613 $1,709,274
American Funds Washington Mutual
Investors Fund CL A* $2,589,711 $2,610,689
Baron Growth Fund $ 223,969 $ 148,728
Calamos Growth Fund CL A $ 559,349 $ 493,974
Fidelity Contrafund* $1,148,803 $ 974,288
Fidelity Spartan US Equity Index Fund $ 284,363 $ 194,843
Freemont Bond Fund $ 228,029 $ 163,272
Hotchkis & Wiley Mid Cap Value CL 1 $ 253,786 $ 340,975
Neuberger & Berman Genesis Fund Trust $ 550,820 $ 422,533
Metropolitan Life Stable Value Contract (Note 4)* $1,263,245 $1,062,804
Royce Total Return $ 140,800 $ 151,114
American Funds US Gov't Securities Fund CL A $ 1,499 $ 1,411
Principal Investors High Yield $ 65,831 $ --
Frank Russell 2010 Strategy Fund $ 931 $ --
Frank Russell 2020 Strategy Fund $ 4,373 $ --
Frank Russell 2030 Strategy Fund $ 1,986 $ --
Frank Russell 2040 Strategy Fund $ 2,870 $ --
* Denotes investments representing 5% or more of net assets available for
benefits at December 31, 2007.
6
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 4: INVESTMENT CONTRACT WITH INSURANCE COMPANY
The Plan has a benefit-responsive investment contract with MetLife Trust
Company, National Association (MetLife). MetLife maintains the
contributions in separate accounts. The accounts are credited with
earnings on the underlying investments and charged for participant
withdrawals and administrative expenses. The contract is included in the
financial statements at contract value as reported to the Plan by
Counsel Trust Company. Contract value represents contributions made
under the contract, plus earnings, less participant withdrawals and
administrative expenses. Participants may ordinarily direct the
withdrawal or transfer of all or a portion of their investment at
contract value.
There are no reserves against contract value for credit risk of the
contract issuer or otherwise and contract is estimated to approximate
fair value. The average yield and crediting interest rate was
approximately 4.2% and 4.5% for 2007 and 2006, respectively.
NOTE 5: TRANSFER OF ASSETS
On November 15, 2007, the assets of the 401(k) Plan of Axxora, LLC (a
United States based wholly owned subsidiary of ALS) were transferred
into the Plan. The transferred net assets have been recognized in the
accounts of Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan. The
transferred assets consisted of investments at fair value totaling
$153,570.
NOTE 6: RIGHT TO TERMINATE PLAN
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
NOTE 7: TAX STATUS
The Plan obtained its latest determination letter in February 2002 in
which the Internal Revenue Service stated that the Plan was in
compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination
letter. However, the plan administrator believes that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code.
NOTE 8: PARTY IN INTEREST TRANSACTIONS
During 2007, the Plan purchased shares of common stock in Enzo Biochem,
Inc., the parent company of the Plan sponsor, at market prices totaling
approximately $559,000. In addition, shares were sold at market prices
totaling approximately $571,000. At December 31, 2007 and 2006, the Plan
held Enzo Biochem, Inc. common stock with a fair value of $2,003,849 and
$2,251,720, respectively.
Fees paid by the Plan to the third party Plan administrators amounted to
$40,370 for the year ended December 31, 2007.
7
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 9: RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities
are exposed to various risk such as interest rate, market, and credit
risks. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and that
such changes could materially affect participants' account balances and
the amounts reported in the statement of net assets available for
benefits.
8
ENZO BIOCHEM, INC.
SALARY REDUCTION PLAN
SCHEDULE H, ITEM 4i
SCHEDULE OF ASSETS HELD AT END OF YEAR
E.I.N. # 13-2866202
PLAN # 001
DECEMBER 31, 2007
DESCRIPTION OF
INVESTMENT INCLUDING
IDENTITY OF ISSUE, MATURITY DATE, RATE
BORROWER, LESSOR OR OF INTEREST, COLLATERAL,
SIMILAR PARTY PAR OR MATURITY VALUE COST CURRENT VALUE
(a) (b) (c) (d) (e)
--- ------------------------------------------ -------------------------- ------ ---------------
* Enzo Biochem, Inc. Common Stock $ 2,003,849
American Century Government Bond Mutual Fund $ 288,250
American Funds AMCAP Fund CL A Mutual Fund $ 710,006
American Funds American Balanced Fund CL A Mutual Fund $ 1,339,162
American Funds Europacific Growth CL A Mutual Fund $ 1,893,613
American Funds Washington Mutual
Investors Fund CL A Mutual Fund $ 2,589,711
Baron Growth Fund Mutual Fund $ 223,969
Calamos Growth Fund CL A Mutual Fund $ 559,349
Fidelity Contrafund Mutual Fund $ 1,148,803
Fidelity Spartan US Equity Index Fund Mutual Fund $ 284,363
Freemont Bond Fund Mutual Fund $ 228,029
Hotchkis & Wiley Mid Cap Value CL 1 Mutual Fund $ 253,786
Neuberger & Berman Genesis Fund Trust Mutual Fund $ 550,820
Guaranteed Investment
Metropolitan Life Stable Value Contract Contract $ 1,263,245
Royce Total Return Mutual Fund $ 140,800
American Funds US Gov't Securities Fund CL A Mutual Fund $ 1,499
Principal Investors High Yield Mutual Fund $ 65,831
Frank Russell 2010 Strategy Fund Mutual Fund $ 931
Frank Russell 2020 Strategy Fund Mutual Fund $ 4,373
Frank Russell 2030 Strategy Fund Mutual Fund $ 1,986
Frank Russell 2040 Strategy Fund Mutual Fund $ 2,870
Participant Loans 5.00% - 11.00% -0- $ 218,993
* Party-in-interest
See Independent Auditors' Report.
9
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, a
trustee of the below named employee benefit plan has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan
Date: July 2, 2008
/s/ Herbert Bass
-----------------------------
By: Herbert Bass
Trustee
10