UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) May 17, 2006
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ENZON PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-12957 22-2372868
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(State or other (Commission File No.) (IRS Identification No.)
jurisdiction of
incorporation)
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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)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
AMENDMENT OF 2001 STOCK INCENTIVE PLAN
On May 18, 2006, at Enzon's 2006 Annual Meeting of Stockholders (the
"Annual Meeting"), Enzon's stockholders approved the amendment of Enzon's 2001
Incentive Stock Plan (the "Plan") increasing the number of shares of common
stock issuable thereunder by an additional 4,000,000 shares to 10,000,000
shares. The foregoing description of the amendment is qualified in its entirety
by reference to the full text of the Plan that is filed as Exhibit 10.1 to this
Form 8-K and incorporated herein by reference.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On May 17, 2006, the Company entered into an agreement to sell $225 million
aggregate principal amount of its 4% senior convertible notes due 2013 in
connection with a private placement of the notes. Pursuant to the agreement, the
Company has granted the initial purchasers the right to purchase up to an
additional $50 million aggregate principal amount of the notes for the sole
purpose of covering over allotments. The net proceeds after deducting the
initial purchasers' discount of approximately $5.9 million (or $7.2 million if
the over allotment option is exercised in full) and offering expenses are
expected to be $218.8 million (or $267.5 million if the over allotment option is
exercised in full). The notes are convertible at the option of the holder into
the Company's common stock at a conversion price of $9.55 per share, which is
subject to anti-dilution adjustments. The private placement is exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof and Rule 144A promulgated thereunder. The completion of the private
placement is subject to customary closing conditions.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
At the Annual Meeting, Enzon's stockholders, upon the recommendation of the
Company's Board of Directors, approved the amendment and restatement of Enzon's
Restated Certificate of Incorporation to increase the authorized shares of the
Company's common stock from 90,000,000 to 170,000,000 shares. As a result of
this stockholder approval, Enzon filed an Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware on May 18,
2006. A copy of the Amended and Restated Certificate of Incorporation is filed
as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
On May 18, 2006, Enzon issued a press release announcing the approval by
its stockholders of the Company's proposals at the Annual Meeting. A copy of
Enzon's press release dated May 18, 2005 is attached as Exhibit 99.1 to this
Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
3.1 Amended and Restated Certificate of Incorporation of Enzon Pharmaceuticals,
Inc.
10.1 2001 Incentive Stock Plan, as amended and restated, of Enzon
Pharmaceuticals, Inc.
99.1 Press Release of Enzon Pharmaceuticals, Inc. dated May 18, 2006
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: May 19, 2006
By:/s/ CRAIG A. TOOMAN
Craig A. Tooman
Executive Vice President, Finance and Chief
Financial Officer