UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
0-12957
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CUSIP NUMBER
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0000727510
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(Check one): _X_ Form 10-K ___ Form 20-F ___ Form 11-K ___ Form 10-Q ___ Form N-SAR ___ Form N-CSR
For Period Ended: June 30, 2005
___ Transition Report on Form 10-K
___ Transition Report on Form 20-F
___ Transition Report on Form 11-K
___ Transition Report on Form 10-Q
___ Transition Report on Form N-SAR
For the Transition Period Ended:_________________________________________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Enzon Pharmaceuticals, Inc.
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Full Name of Registrant
Not applicable
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Former Name if Applicable
685 Route 202/206
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Address of Principal Executive Office (Street and Number)
Bridgewater, NJ 08807
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense
(b) The subject annual report, semi-annual report, transition report
[X] on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report of transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, N-CSR or the transition report or portion thereof, could not be
filed within the prescribed time period.
The delay in filing is due to the extensive activities required by Enzon
Pharmaceuticals, Inc. ("Enzon" or the "Company") in connection with the
finalization and filing of restated financial statements for the quarter and
fiscal year to date periods ended September 30, 2003, December 31, 2003, March
31, 2004, June 30, 2004, September 30, 2004, December 31, 2004, and March 31,
2005, as previously reported in the Company's current reports on Form 8-K filed
with the Securities and Exchange Commission on August 16, 2005 and September 1,
2005. In addition, the Company requires additional time to complete its report
on internal control over financial reporting, required of the Company for the
first time for the fiscal year ended June 30, 2005 pursuant to Section 404 of
the Sarbanes-Oxley Act of 2002.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Craig Tooman, Executive Vice President,
Finance and 908 541-8759
Chief Financial Officer
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes _X__ No ___
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? Yes _X__ No ___
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Please see Annex A attached hereto.
Enzon Pharmaceuticals, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date September 13, 2005 By /s/ Craig Tooman
Craig Tooman
Executive Vice President, Finance and Chief
Financial Officer
ANNEX A
As discussed under Part III herein, the Company is currently preparing restated
financial statements for the quarter and fiscal year to date periods ended
September 30, 2003, December 31, 2003, March 31, 2004, June 30, 2004, September
30, 2004, December 31, 2004, and March 31, 2005. In connection with the
restatement process, Enzon has been undertaking a comprehensive review of its
previously issued financial statements. Due to the extensive activities required
by the Company in connection with finalizing and filing its restated financial
statements for the aforementioned periods it has not yet finalized its financial
results for the fourth quarter and fiscal year ended June 30, 2005. However, the
following discussion represents the significant changes that the Company
currently expects to impact the final results from operations that it will
report in its annual report on Form 10-K for the year ended June 30, 2005.
As reported in the Company's press release and current report on Form 8-K
furnished to the Securities and Exchange Commission (the "Commission") on
September 1, 2005, combined product sales for the Company's four internally
marketed products decreased to $23.4 million for the quarter ended June 30,
2005, as compared to $27.3 million for the quarter ended June 30, 2004. This
decrease was due to a decline in North American sales of the Company's
antifungal product, ABELCET(R), due to the previously reported competitive
conditions in the intravenous antifungal market. For the quarter ended June 30,
2005, ABELCET sales were $11.3 million as compared to $17.1 million for the
quarter ended June 30, 2004. The Company expects to report a decrease in
combined product sales for the fiscal year ended June 30, 2005, as compared to
the fiscal year ended June 30, 2004 due to these competitive market conditions.
In its current report on Form 8-K filed with the Commission on September 1,
2005, the Company also reported that its financial results for the fiscal year
ended June 30, 2005 will include a non-cash adjustment to increase the Company's
valuation allowance associated with its deferred tax assets as of June 30, 2005.
This adjustment is based on the Company's analysis of the continued decline in
its ABELCET revenues, as well as the potential impact these conditions may have
on its future financial performance. The Company has determined that it is not
more likely than not that it would realize the tax benefits from its deferred
tax assets. The Company currently expects this non-cash charge to approximate
$80 million.
The Company's financial results for the fiscal year ended June 30, 2005 will
include restructuring charges totaling $2.1 million. In its current report on
Form 8-K filed with the Commission on April 21, 2005, Enzon reported its
decision to realign its costs through a restructuring due to the aforementioned
increasingly competitive conditions in the intravenous antifungal market, as
well as the discontinuation of certain development projects in Enzon's research
and development pipeline. The restructuring charges were primarily attributable
to employee termination benefits.
The Company expects a substantial increase in its selling, general and
administrative expenses for the fiscal year ended June 30, 2005, as compared to
the fiscal year ended June 30, 2004. The increase is primarily attributable to
increased sales and marketing costs related to the Company's oncology and
hospital-based businesses, as well as increased general and administrative costs
principally related to higher accounting fees related to the Company's
Sarbanes-Oxley compliance activities, as well as increased personnel-related
costs.
The Company's discussion of certain financial information for the fourth quarter
and year ended June 30, 2005 discussed herein is preliminary and subject to
change based on the ongoing review the Company is currently conducting. The
Company is currently undergoing an audit of its FY 2005 financial results, and
an audit of its internal controls over financial reporting as required by
Section 404 of the Sarbanes-Oxley Act of 2002. These audit procedures are not
yet complete as of the date of this Notification of Late Filing on Form 12b-25.
There can be no assurance that the information disclosed in this filing will not
change following the completion of the audits.