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 11, 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
----------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5.02 Departure of Directors or Principle Officers; Election of Director
Election of Directors
Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN) today announced that Dr. Goran Ando
and Mr. Victor P. Micati have been appointed to the Company's Board of
Directors.
Dr. Ando brings over 25 years of industry experience to Enzon. Since April 2003,
he has served as Chief Executive Officer of Celltech Group plc (LSE: CCH; NYSE:
CLL), one of Europe's largest biotechnology companies. Prior to joining Celltech
in April 2003, Dr. Ando served in various senior R&D posts at Pharmacia
Corporation. In his most recent role at Pharmacia, Dr. Ando was Executive Vice
President and President of R&D and also had executive responsibilities for
manufacturing and business development.
Prior to his most recent role with Pharmacia, Dr. Ando held various executive
positions including, Executive Vice President & Deputy Chief Executive Officer,
Pharmacia AB, Sweden; Executive Vice President, Worldwide Science & Technology,
Pharmacia & Upjohn, UK; and Chairman, Pharmacia & Upjohn AB, Sweden. Prior to
joining Pharmacia, Dr. Ando held various senior posts with Glaxo Ltd., Bristol
Myers International Group, and Pfizer International. Dr. Ando received his M.D.
from Linkoping University in Sweden and currently sits on the board of the
BioIndustry Association in the UK.
Mr. Micati is a retired senior executive of Pfizer Inc. (NYSE: PFE) and brings
nearly 40 years of pharmaceutical experience to Enzon. In 1999, Mr. Micati
retired from Pfizer where he most recently served as Executive Vice President of
the Pharmaceutical Group of Pfizer and Vice President of Pfizer Inc. In this
capacity, Mr. Micati was responsible for Pfizer's European pharmaceutical
operations and its global consumer healthcare business. At the time of his
retirement, Mr. Micati was also a member of the 10-person corporate management
committee responsible for all aspects of Pfizer's global operations.
Mr. Micati first joined Pfizer in 1965 and over a distinguished 34-year career
served in numerous capacities, including: President of European Operations;
Executive Vice President of Pfizer Europe; Senior Vice President,
Pharmaceuticals; Vice President of Pharmaceutical Development, Pfizer
International; and Vice President of Marketing, Pfizer Laboratories. Mr. Micati
also served as a member of the Pfizer International Board of Directors. Mr.
Micati graduated from Middlebury College with a B.A. in chemistry in 1962 and
earned an M.B.A. in marketing from Columbia University in 1965. Mr. Micati is
currently a consultant to the pharmaceutical industry. He is a director of Ilex
Oncology (Nasdaq: ILXO) and a member of the Advisory Board of Almirall, a
Spanish pharmaceutical company.
Resignation of Arthur J. Higgins
Enzon Pharmaceuticals today also announced that Arthur J. Higgins will step down
from the Company's Board of Directors effective December 7, 2004. Mr. Higgins
has been a director of Enzon since May 2001 and served as Chairman of Enzon's
Board of Directors from December 2001 to September 2004. Mr. Higgins served as
Enzon's President and Chief Executive Officer from May 2001 until he assumed the
leadership of Bayer HealthCare in May 2004.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 Press Release dated November 15, 2004
Exhibit 99.2 Press Release dated November 15, 2004
Exhibit 99.3 Press Release dated November 15, 2004
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: November 15, 2004
By: /s/ Kenneth J. Zuerblis
---------------------------
Kenneth J. Zuerblis
Vice President, Finance and
Chief Financial Officer
Exhibit 99.1
ENZON
PHARMACEUTICALS For Immediate Release
================================================================================
PRESS RELEASE Contact: Susan M. Mesco
Director, Investor Relations
(908)541-8777
Euro RSCG Life NRP
Mark R. Vincent, Media Relations
(212)845-4239
DR. GORAN ANDO JOINS ENZON'S BOARD OF DIRECTORS
Bridgewater, NJ - November 15, 2004 - Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN)
today announced that Dr. Goran Ando has been appointed to the Company's Board of
Directors.
Dr. Ando brings over 25 years of industry experience to Enzon. Since April 2003,
he has served as Chief Executive Officer of Celltech Group plc (LSE: CCH; NYSE:
CLL), one of Europe's largest biotechnology companies. Prior to joining Celltech
in April 2003, Dr. Ando served in various senior R&D posts at Pharmacia
Corporation. In his most recent role at Pharmacia, Dr. Ando was Executive Vice
President and President of R&D and also had executive responsibilities for
manufacturing and business development. Prior to his most recent role with
Pharmacia, Dr. Ando held various executive positions including, Executive Vice
President & Deputy Chief Executive Officer, Pharmacia AB, Sweden; Executive Vice
President, Worldwide Science & Technology, Pharmacia & Upjohn, UK; and Chairman,
Pharmacia & Upjohn AB, Sweden. Prior to joining Pharmacia, Dr. Ando held various
senior posts with Glaxo Ltd., Bristol Myers International Group, and Pfizer
International.
Dr. Ando received his M.D. from Linkoping University in Sweden and currently
sits on the board of the BioIndustry Association in the UK.
"We are exceptionally pleased to have Dr. Goran Ando join Enzon's Board of
Directors," said Jeffrey H. Buchalter, non-executive chairman of Enzon's board
of directors. "His extensive industry experience and successful track record in
the discovery and development of pharmaceuticals will be of tremendous strategic
value to Enzon."
About Enzon
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), marketed in North America by Enzon's
specialized sales force. Enzon's science-driven 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))
-more-
================================================================================
685 Route 202/206 Bridgewater, NJ 08807
Phone: (908) 541-8600 Fax: (908) 575-9457
http://www.enzon.com
Enzon Board/Page 2
technologies. Internal research and development efforts are complemented by
strategic transactions that provide access to additional marketed products and
promising clinical compounds. Enzon has several drug candidates in various
stages of development, independently and with partners, including MARQIBO(R)
(formerly referred to as Onco TCS), for which a U.S. marketing application is
currently being reviewed by the FDA for the treatment of relapsed aggressive
non-Hodgkin's lymphoma. Further information about Enzon and this press release
can be found on the Company's web site at www.enzon.com.
The forward-looking statement contained herein is not based on historical fact,
but on expectations regarding the future. The statement is subject to 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 those described in
Enzon's Form 10-K and Forms 10-Q on file with the SEC. 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
November 15, 2004 and the Company undertakes no duty to update this information.
# # #
================================================================================
685 Route 202/206 Bridgewater, NJ 08807
Phone: (908) 541-8600 Fax: (908) 575-9457
http://www.enzon.com
Exhibit 99.2
ENZON
PHARMACEUTICALS For Immediate Release
================================================================================
PRESS RELEASE Contact: Susan M. Mesco
Director, Investor Relations
(908)541-8777
Euro RSCG Life NRP
Mark R. Vincent, Media Relations
(212)845-4239
VICTOR P. MICATI JOINS ENZON'S BOARD OF DIRECTORS
Bridgewater, NJ - November 15, 2004 - Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN)
today announced that Victor P. Micati has been appointed to the Company's Board
of Directors. Mr. Micati is a retired senior executive of Pfizer Inc. (NYSE:
PFE) and brings nearly 40 years of pharmaceutical experience to Enzon.
In 1999, Mr. Micati retired from Pfizer where he most recently served as
Executive Vice President of the Pharmaceutical Group of Pfizer and Vice
President of Pfizer Inc. In this capacity, Mr. Micati was responsible for
Pfizer's European pharmaceutical operations and its global consumer healthcare
business. At the time of his retirement, Mr. Micati was also a member of the
10-person corporate management committee responsible for all aspects of Pfizer's
global operations.
Mr. Micati first joined Pfizer in 1965 and over a distinguished 34-year career
served in numerous capacities, including: President of European Operations;
Executive Vice President of Pfizer Europe; Senior Vice President,
Pharmaceuticals; Vice President of Pharmaceutical Development, Pfizer
International; and Vice President of Marketing, Pfizer Laboratories. Mr. Micati
also served as a member of the Pfizer International Board of Directors.
Mr. Micati graduated from Middlebury College with a B.A. in chemistry in 1962
and earned an M.B.A. in marketing from Columbia University in 1965. Mr. Micati
is currently a consultant to the pharmaceutical industry. He is a director of
Ilex Oncology (Nasdaq: ILXO) and a member of the Advisory Board of Almirall, a
Spanish pharmaceutical company.
"We are very fortunate to have an executive of Vic Micati's caliber join our
Board," said Jeffrey H. Buchalter, non-executive chairman of Enzon's board of
directors. "Mr. Micati brings an impressive set of credentials to Enzon,
including his experience as a member of the management team responsible for
global operations of the world's largest pharmaceutical company. His valuable
strategic insight will prove to be a significant asset as we continue to
identify both near- and long-term growth opportunities for Enzon."
-more-
================================================================================
685 Route 202/206 Bridgewater, NJ 08807
Phone: (908) 541-8600 Fax: (908) 575-9457
http://www.enzon.com
Enzon Board/Page 2
About Enzon
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), marketed in North America by Enzon's
specialized sales force. Enzon's science-driven 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
marketed products and promising clinical compounds. Enzon has several drug
candidates in various stages of development, independently and with partners,
including MARQIBO(R) (formerly referred to as Onco TCS), for which a U.S.
marketing application is currently being reviewed by the FDA for the treatment
of relapsed aggressive non-Hodgkin's lymphoma. Further information about Enzon
and this press release can be found on the Company's web site at www.enzon.com.
The forward-looking statement contained herein is not based on historical fact,
but on expectations regarding the future. The statement is subject to 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 those described in
Enzon's Form 10-K and Forms 10-Q on file with the SEC. 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
November 15, 2004 and the Company undertakes no duty to update this information.
# # #
================================================================================
685 Route 202/206 Bridgewater, NJ 08807
Phone: (908) 541-8600 Fax: (908) 575-9457
http://www.enzon.com
Exhibit 99.3
ENZON
PHARMACEUTICALS For Immediate Release
================================================================================
PRESS RELEASE Contact: Susan M. Mesco
Director, Investor Relations
(908)541-8777
Euro RSCG Life NRP
Mark R. Vincent, Media Relations
(212)845-4239
ARTHUR J. HIGGINS TO STEP DOWN FROM ENZON'S BOARD OF DIRECTORS
Bridgewater, NJ - November 15, 2004 - Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN)
today announced that Arthur J. Higgins will step down from the Company's Board
of Directors effective December 7, 2004. Mr. Higgins has been a director of
Enzon since May 2001 and served as Chairman of Enzon's Board of Directors from
December 2001 to September 2004. Mr. Higgins served as Enzon's President and
Chief Executive Officer from May 2001 until he assumed the leadership of Bayer
HealthCare in May 2004.
"On behalf of the directors and employees of Enzon, I would like to thank Arthur
for his significant contributions to the Company, both as a director and as the
Company's Chairman and Chief Executive Officer," said Jeffrey H. Buchalter,
non-executive chairman of Enzon's board of directors. "Arthur led Enzon's
transition into a fully integrated biopharmaceutical company through the
execution of select transactions. While we will miss Arthur's contributions and
strategic value, we do understand the demands of his current position and wish
him the very best in the future."
Mr. Higgins commented, "I have thoroughly enjoyed my time with Enzon and the
success we attained in just three short years. I am confident that Enzon's
forward progression will continue and I wish the Company the best as it
continues on its strategic path to build a leading biopharmaceutical company."
Today Enzon also announced that Victor P. Micati and Dr. Goran Ando have been
appointed to the Company's Board of Directors. Mr. Micati is a retired senior
executive of Pfizer Inc. (NYSE: PFE) and Dr. Ando is currently serving as Chief
Executive Officer of Celltech Group plc (LSE: CCH; NYSE: CLL). Please refer to
Company's press releases issued today for additional details.
About Enzon
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), marketed in
-more-
================================================================================
685 Route 202/206 Bridgewater, NJ 08807
Phone: (908) 541-8600 Fax: (908) 575-9457
http://www.enzon.com
Enzon Board/Page 2
North America by Enzon's specialized sales force. Enzon's science-driven
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 marketed products and promising clinical compounds. Enzon
has several drug candidates in various stages of development, independently and
with partners, including MARQIBO(R) (formerly referred to as Onco TCS), for
which a U.S. marketing application is currently being reviewed by the FDA for
the treatment of relapsed aggressive non-Hodgkin's lymphoma. Further information
about Enzon and this press release can be found on the Company's web site at
www.enzon.com.
The forward-looking statement contained herein is not based on historical fact,
but on expectations regarding the future. The statement is subject to 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 those described in
Enzon's Form 10-K and Forms 10-Q on file with the SEC. 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
November 15, 2004 and the Company undertakes no duty to update this information.
# # #
================================================================================
685 Route 202/206 Bridgewater, NJ 08807
Phone: (908) 541-8600 Fax: (908) 575-9457
http://www.enzon.com