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 10, 2005
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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 jurisdiction (Commission file (IRS Identification No.)
of incorporation) Number)
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)
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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On June 10, 2005, Enzon Pharmaceuticals, Inc. ("Enzon" or the "Company")
announced the appointment of Craig Tooman to the position of Executive Vice
President Finance and Chief Financial Officer. Since January 2005, Mr. Tooman
had served as the Company's Executive Vice President of Strategic Planning and
Corporate Communications. In Mr. Tooman's broadened role, he will oversee all
financial aspects of Enzon, in addition to the Company's public relations,
investor relations, and strategic planning functions.
Prior to joining Enzon, from 2002 to 2005, Mr. Tooman served as Senior Vice
President of Strategic Planning and Corporate Communications for Ilex Oncology,
Inc. At Ilex, Mr. Tooman oversaw the creation of Ilex's first comprehensive
strategic plan. Mr. Tooman was also responsible for managing Ilex's investment
banking relationships, including playing a critical role in the merger of Ilex
and Genzyme, a $1 billion transaction.
Before joining Ilex, Mr. Tooman worked at Pharmacia Corporation where he most
recently served as Vice President of Investor Relations from 2000 to 2001. In
this role, he was responsible for global investor relations activities and
spearheaded communications with the financial community on the Pharmacia and
Upjohn/Monsanto merger. Additionally, under his leadership the Investor
Relations unit of Pharmacia won four of the largest awards of distinction in
Investor and Public Relations. Previously, Mr. Tooman served in various
management posts at Pharmacia & Upjohn, including Assistant Vice President of
Investor Relations from 1999 to 2000 and Worldwide Director of Investor
Relations from 1998 to 1999. Prior to the merger of Pharmacia and Upjohn, Mr.
Tooman held various management positions for the Upjohn Company, including
assignments in Europe and Japan.
The Company previously disclosed the material terms of Mr. Tooman's employment
agreement in a Form 8-K filed with the Securities and Exchange Commission on
January 11, 2005 which is hereby incorporated by reference into this Item 5.02.
In connection with Mr. Tooman's appointment as the Company's Chief Financial
Officer, his base salary was increased to $365,000 per year and he was granted
an option to purchase 50,000 shares of Enzon Common Stock at a per share
exercise price of $5.73 (the last reported sale price of Enzon's common stock on
June 10, 2005). The option will vest and become exercisable as to 12,500 shares
on each of the first four anniversaries of the date of grant, provided Mr.
Tooman remains employed on each such date.
On June 13, 2005, Enzon issued a press release announcing the appointment, which
is attached to this current report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press Release dated June 13, 2005
SIGNATURES
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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 13, 2005
By: /s/ Jeffrey H. Buchalter
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Jeffrey H. Buchalter
Chairman and Chief Executive
Officer
Exhibit 99.1
Enzon Names Craig Tooman Chief Financial Officer
BRIDGEWATER, N.J.--(BUSINESS WIRE)--June 13, 2005--Enzon Pharmaceuticals,
Inc. (NASDAQ:ENZN) today announced the promotion of Craig Tooman to the position
of Executive Vice President Finance and Chief Financial Officer. Mr. Tooman
joined the Company in January 2005 as Executive Vice President of Strategic
Planning and Corporate Communications. In Mr. Tooman's broadened role, he will
oversee all financial aspects of Enzon, in addition to the Company's public
relations, investor relations, and strategic planning functions.
"Craig's extensive experience with the investment community, coupled with
his deep industry experience across multiple disciplines, including finance,
strategic planning and communications, make him ideally suited to take over as
Enzon's Chief Financial Officer," said Jeffrey H. Buchalter, Enzon's chairman
and chief executive officer. "I look forward to Craig's continued contributions
to our executive management team as we design and implement our strategy to
deliver sustainable growth to our stakeholders."
Prior to joining Enzon, Mr. Tooman served as Senior Vice President of
Strategic Planning and Corporate Communications for Ilex Oncology, Inc. At Ilex,
Mr. Tooman oversaw the creation of Ilex's first comprehensive strategic plan.
Mr. Tooman was also responsible for managing Ilex's investment banking
relationships, including playing a critical role in the merger of Ilex and
Genzyme, a $1 billion transaction.
Before joining Ilex, Mr. Tooman worked at Pharmacia Corporation where he
progressed through positions of increasing responsibility in investor relations
including Vice President of Investor Relations. In this role, he was responsible
for global investor relations activities and spearheaded communications with the
financial community on the Pharmacia and Upjohn/Monsanto merger. Additionally,
under his leadership the Investor Relations unit of Pharmacia won four of the
largest awards of distinction in Investor and Public Relations. Mr. Tooman has
also held various management positions in Europe and Japan.
Mr. Tooman received a Master of Business Administration degree in finance
from the University of Chicago and a Bachelor of Arts degree in economics from
Kalamazoo College.
About Enzon
Enzon Pharmaceuticals is a biopharmaceutical company dedicated to the
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. Further information about
Enzon can be found on the Company's web site at www.enzon.com.
All information in this press release is as of June 13, 2005 and the
Company undertakes no duty to update this information.
CONTACT: Enzon Pharmaceuticals, Inc.
Susan Mesco, 908-541-8678
Director, Investor Relations