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): March 16, 2004
ENZON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12957 22-2372868
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification)
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
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(Former name or former address, if changed since last report)
Item 5. Other Events
Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN) announced today that effective May
10, 2004 Arthur J. Higgins will resign from his position as chief executive
officer of Enzon and become chairman and chief executive officer of Bayer
Healthcare, a $10 billion dollar global diversified healthcare company
headquartered in Leverkussen, Germany. Mr. Higgins will remain as Enzon's
chairman of the board at least through the election of his successor. Russell
Reynolds, a leading executive search firm for the Life Science industry, has
been retained by the Company and will head the search for a successor.
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 PEG-INTRON(R), marketed by Schering-Plough, and ABELCET(R),
ONCASPAR(R), ADAGEN(R), and DEPOCYT(R), which are all marketed in North America
by Enzon's hospital and oncology sales forces. Enzon's science-focused strategy
includes an extensive drug development program that leverages the Company's
macromolecular engineering technology platforms, including 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.
For further information on Enzon please refer to the Company's website at
www.enzon.com.
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: March 17, 2004
By: /s/ Kenneth J. Zuerblis
---------------------------------
Kenneth J. Zuerblis
Vice President, Finance and
Chief Financial Officer
Exhibit 99.1
[LOGO] ENZON PHARMACEUTICALS For Immediate Release
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PRESS RELEASE
Contact: Susan Mesco
Director, Investor Relations
908-541-8678
Euro RSCG Life NRP
Mark R. Vincent, Media Relations
212-845-4239
ENZON'S CHAIRMAN AND CEO NAMED HEAD OF BAYER HEALTHCARE
-Will Remain Chairman of Enzon's Board of Directors -
Bridgewater, New Jersey, March 16, 2004 - Enzon Pharmaceuticals, Inc.
(Nasdaq: ENZN) announced today that effective May 10, 2004 Arthur J. Higgins
will resign from his position as chief executive officer of Enzon and become
chairman and chief executive officer of Bayer Healthcare, a $10 billion dollar
global diversified healthcare company headquartered in Leverkussen, Germany. Mr.
Higgins will remain as Enzon's chairman of the board at least through the
election of his successor. Russell Reynolds, a leading executive search firm for
the Life Science industry, has been retained by the Company and will head the
search for a successor.
Robert L. Parkinson, a member of Enzon's board of directors, stated, "On
behalf of the board of directors and the entire Company, I wish to thank Arthur
for the significant contributions he has made to Enzon during his tenure. Under
Arthur's leadership, Enzon has transitioned from a small, royalty-driven
specialty pharmaceutical company into a fully integrated biopharmaceutical
company with significant capabilities in research, development, manufacturing,
sales, and marketing, with a specialized North American sales force. Annualized
revenues are now in excess of $150 million and the Company's pipeline has been
significantly expanded through select strategic transactions, with the most
recent addition being Onco TCS. While it is with regret that we accept Arthur's
resignation, we understand the significant opportunity that this new position
offers and we wish him every success in his new endeavor."
-more-
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685 Route 202/206
Phone: (908) 541-8600 Fax: (908) 575-9457
http://www.enzon.com
CEO/Page 2
Mr. Higgins commented, "I am extremely proud of what we have accomplished
at Enzon during the last three years. All of our success would not have been
possible without an excellent senior management team and employees that are
dedicated to building on Enzon's reputation as a Company that is committed to
excellence and delivering on its promises. In my role as non-executive chairman
I will continue to work with our management team to maintain Enzon's strong
forward momentum throughout the selection process for my successor. It has been
an honor to lead Enzon and this decision was very difficult. However, I felt
that now would be the right time for me to accept this unique and challenging
international opportunity, given that Enzon's transition into a fully integrated
biopharmaceutical company is essentially complete and the Company is now
well-equipped to begin its transition to the next level."
Uli Grau, Enzon's chief scientific officer, said, "Our entire management
team remains highly optimistic about Enzon's future and we intend to continue on
our strategic path to build a leading biopharmaceutical company with strong
brands and a deep, diverse product pipeline with significant near-term
milestones that will be driven by our recent addition of Onco TCS." Kenneth
Zuerblis, Enzon's chief financial officer, added, "Under Arthur's leadership
Enzon has emerged as a profitable company with strong sustainable revenues. We
are financially strong, we continue to generate positive cash flow, and all
elements of our business that we control remain on track to meet or exceed our
expectations. I am confident that Enzon will continue its forward progression."
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 PEG-INTRON(R), marketed by Schering-Plough, and
ABELCET(R), ONCASPAR(R), ADAGEN(R), and DEPOCYT(R), which are all marketed in
North America by Enzon's hospital and oncology sales forces. Enzon's
science-focused strategy includes an extensive drug development program that
leverages the Company's macromolecular engineering technology platforms,
including PEG modification and single-chain antibody (SCA(R)) technologies.
Internal research and development efforts are
-more-
================================================================================
685 Route 202/206
Phone: (908) 541-8600 Fax: (908) 575-9457
http://www.enzon.com
CEO/Page 3
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.
There are forward-looking statements contained herein that are not based
on historical fact, including without limitation statements containing the words
"believes," "may," "plans," "will," "estimates," "continue," "anticipates,"
"intends," "expects," and similar expressions. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
actual results, events or developments to be materially different from the
future results, events or developments discussed above. Such factors include the
risk that Onco-TCS may not receive regulatory approval from the FDA, as well as
those described in Enzon's Form 10-K and Forms 10-Q on file with the SEC, such
as Enzon's ability to successfully launch and market Onco-TCS, Enzon's ability
to sustain profitability and positive cash flow; risks in obtaining and
maintaining regulatory approval for indications and expanded indications for
Enzon's products; market acceptance of and continuing demand for Enzon's
products; timing and results of clinical trials, including, without limitation,
the ongoing clinical trials of Pegamotecan for the treatment of gastric and
gastroesophageal cancers; and the impact of competitive products and pricing.
These factors should be considered carefully and readers are cautioned not to
place undue reliance on such forward-looking statements. All information in this
press release is as of March 16, 2004 and the Company undertakes no duty to
update this information.
For further information on Enzon please refer to the Company's website at
www.enzon.com.
# # #
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685 Route 202/206
Phone: (908) 541-8600 Fax: (908) 575-9457
http://www.enzon.com