UNITED STATES
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): November 22, 2002
ENZON, INC
(Exact name of registrant as specified in its charter)
DELAWARE 0-12957 22-2372868
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
685 Route 202/206, Bridgewater, New Jersey 08807
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (908) 541-8600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On November 22, 2002, Enzon, Inc., a Delaware corporation ("Enzon"),
completed the acquisition of the North American rights to
ABELCET(R)(Amphotericin B Lipid Complex Injection) from Elan Corporation, plc, a
public limited company organized under the laws of Ireland, Elan
Pharmaceuticals, Inc., a Delaware corporation, Elan Operations, Inc., a Delaware
corporation, and Elan Canada, Inc., a Canadian corporation (Elan
Pharmaceuticals, plc., Elan Pharmaceuticals, Inc., Elan Operations, Inc. and
Elan Canada, Inc. are collectively referred to as "Elan"). ABELCET is an
antifungal used in the hospital to treat patients with invasive fungal
infections related to cancer, organ transplantation and other conditions. Enzon
paid to Elan a cash payment from working capital of $360 million, representing
the final purchase price, which was determined through arms-length negotiations.
The purchase includes the operating assets associated with the
development, manufacture, sales and marketing of ABELCET in North America,
including a 56,000 square foot manufacturing facility in Indianapolis, Indiana.
Enzon intends to continue to operate these assets for the development,
manufacture, sales and marketing of ABELCET. Additionally, Enzon has hired
certain Elan sales and plant personnel as part of the acquisition.
The two companies have also agreed that for a maximum period of one year
and at the option of Enzon, Elan will continue to market ABELCET in Canada and
Elan will pay Enzon a royalty. The two companies have also entered into
long-term Manufacturing and Supply Agreements, whereby Enzon will continue to
manufacture products for Elan, including ABELCET, and Elan will retain the
rights to market ABELCET in any markets outside the United States, Canada, and
Japan. As part of the sale, Elan has committed to transfer to Enzon its Japanese
rights to Abelcet, to the extent they exist and are transferable to Enzon.
The Asset Purchase Agreement by and among Enzon and Elan, which was
previously filed as Exhibit 2.1 to Enzon's Current Report on Form 8-K filed with
the Commission on October 2, 2002, is incorporated herein by reference. The
information contained in Enzon's press release dated November 22, 2002
announcing the completion of the acquisition, which was previously filed as
Exhibit 99.1 to Enzon's Current Report on Form 8-K filed with the Commission on
November 22, 2002, is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
Certain historical financial statements in connection with this Item 7(a)
will be filed by amendment to this initial Current Report on Form 8-K not later
than 60 days after the date this initial Current Report on Form 8-K is required
to be filed.
(b) Pro forma financial information.
Certain pro forma financial information in connection with this Item 7(b)
will be filed by amendment to this initial Current Report on Form 8-K not later
than 60 days after the date this initial Current Report on Form 8-K is required
to be filed.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
2.1 - Asset Purchase Agreement by and among Elan Corporation,
plc., Elan Pharmaceuticals, Inc. Elan Operations, Inc.,
Elan Canada, Inc. and Enzon, Inc. (1)(2)
99.1 - Press Release, dated as of November 22, 2002. (3)
- ----------
(1) Certain schedules to the Asset Purchase Agreement have been omitted. Enzon
will furnish supplementary a copy of any omitted schedule to the Commission upon
request.
(2) Previously filed as, and incorporated herein by reference from, Exhibit 2.1
to Enzon's Current Report on Form 8-K filed with the Commission on October 2,
2002.
(3) Previously filed as, and incorporated herein by reference from, Exhibit 99.1
to Enzon's Current Report on Form 8-K filed with the Commission on November 22,
2002.
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.
ENZON, INC.
Date: December 9, 2002 By: /s/ Kenneth J. Zuerblis
--------------------------------
Kenneth J. Zuerblis
Vice President, Finance and
Chief Financial Officer