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) June 4, 2003
ENZON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12957 22-2372868
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification)
685 Route 202/206, Bridgewater, New Jersey 08807
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code: (908) 541-8600
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(Former name or former address, if changed since last report)
Item 5. Other Events
On June 4, 2003, NPS Pharmaceuticals, Inc. and Enzon Pharmaceuticals,
Inc. announced the mutual termination of their merger agreement that was entered
into on February 19, 2003. The agreement to terminate followed a determination
by NPS that it wanted to renegotiate the original stock conversion ratio, while
Enzon did not believe there was any basis for renegotiation. The mutual
termination agreement settles all matters between the two companies. NPS will
pay a termination fee to Enzon in the form of 1.5 million shares of NPS common
stock, which, subject to certain limitations, will be registered for resale by
Enzon.
NPS is a development stage biopharmaceutical company with a pipeline of
potential products addressing a variety of important, unmet medical needs. NPS's
current product candidates are primarily for the treatment of bone and mineral
disorders, gastrointestinal disorders and central nervous system disorders.
Enzon Pharmaceuticals is a biopharmaceutical company dedicated to the
discovery, development, and commercialization of therapeutics to treat
life-threatening diseases. The company has developed or acquired a number of
marketed products, including ABELCET, which is marketed in North America by
Enzon, and PEG-INTRON, marketed by Schering-Plough. Enzon's product-focused
strategy includes an extensive drug development program that leverages the
Company's PEG modification and single-chain antibody (SCA(R)) technologies.
Internal research and development efforts are complemented by strategic
transactions that provide access to additional products, projects, and
technologies. Enzon has several drug candidates in various stages of
development, independently and with partners.
Cautionary Statement For The Purpose Of The "Safe Harbor" Provisions
Of The Private Securities Litigation Reform Act Of 1995
This filing contains forward-looking statements within the meaning of
Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S.
Securities and Exchange Act of 1934, including statements regarding future
financial and operating results and financings. These statements are based on
management's current expectations and beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. These statements are not
guarantees of future performance, involve certain risks, uncertainties and
assumptions that are difficult to predict, and are based upon assumptions as to
future events that may not prove accurate. Therefore, actual outcomes and
results may differ materially from what is expressed herein. In any
forward-looking statement in which NPS or Enzon expresses an expectation or
belief as to future results, such expectation or belief is expressed in good
faith and believed to have a reasonable basis, but there can be no assurance
that the statement or expectation or belief will result or be achieved or
accomplished. The following factors, among others, could cause actual results to
differ materially from those described in the forward-looking statements: the
successful outcome of NPS' clinical trials for its two most advanced product
candidates, PREOS and Cinacalcet HCI; NPS' ability to maintain its existing or
establish new collaborative relationships; NPS' ability to obtain additional
funding on acceptable terms, if at all; Enzon's dependence on Schering-Plough to
successfully market PEG-INTRON; and other economic, business, competitive and/or
regulatory factors affecting NPS' and Enzon's businesses generally as set forth
in NPS' and Enzon's filings with the SEC, including their Annual Reports on Form
10-K for their respective most recent fiscal years, especially in the
Management's Discussion and Analysis section, their most recent Quarterly
Reports on Form 10-Q and their Current Reports on Form 8-K. NPS and Enzon are
under no obligation to (and expressly disclaim any such obligation to) update or
alter their forward-looking statements whether as a result of new information,
future events or otherwise.
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.
Dated: June 4, 2003
By: /s/ Kenneth J. Zuerblis
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Kenneth J. Zuerblis
Vice President, Finance and
Chief Financial Officer