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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) May 16, 2006
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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 (IRS Identification No.)
of incorporation) File No.)
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 8.01 OTHER EVENTS
On May 16, 2006, Enzon Pharmaceuticals, Inc. ("Enzon") issued a press release
announcing the commencement of a private placement of convertible senior notes.
A copy of Enzon's press release dated May 16, 2005 is attached as Exhibit 99.1
to this Current Report and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release of Enzon Pharmaceuticals, Inc.
dated May 16, 2006
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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: May 16, 2006
By: /s/ Paul S. Davit
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Paul S. Davit
Executive Vice President,
Human Resources
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Exhibit 99.1
[Enzon Logo] FOR IMMEDIATE RELEASE
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ENZON PHARMACEUTICALS ANNOUNCES
OFFERING OF CONVERTIBLE SENIOR NOTES
BRIDGEWATER, NEW JERSEY, May 16, 2006. Enzon Pharmaceuticals,
Inc., (NASDAQ: ENZN) announced today that it has commenced a private placement
of up to $175 million aggregate principal amount of convertible senior notes due
2013. Enzon expects to grant the initial purchasers an option to purchase up to
an additional $50 million aggregate principal amount of such notes. Enzon
intends to use the proceeds from the offering to acquire from time to time its
outstanding 4 1/2% convertible subordinated notes due 2008 which acquisitions it
may effect through various methods, including tender offers, open market
purchases, privately negotiated transactions or other transactions. Enzon
currently has $394 million aggregate principal amount of 4 1/2% convertible
subordinated notes due 2008 outstanding.
In connection with the offering, Franklin Advisors, Inc. has agreed
that it will purchase a minimum of $75 million principal amount of such notes
provided that the interest rate and initial conversion rate are within specified
ranges. In addition, subject to completion of the offering, Franklin Advisors
has agreed to sell $128 million principal amount of its 2008 convertible notes
to Enzon.
The notes being offered in the private placement are being offered only
to qualified institutional buyers, as defined in Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"). The notes have not been
registered under the Securities Act or any other state securities laws, and may
not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities law.
This press release does not and will not constitute an offer to sell or
the solicitation of an offer to buy the notes. This press release is being
issued pursuant to and in accordance with Rule 135c under the Securities Act.
This press release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 with respect to among other things, Enzon's plan for the
offering, the related exchange and the use of the offering proceeds. These
statements are subject to a number of factors and uncertainties that could cause
actual events to differ materially from those contemplated in the
forward-looking statements. Factors that could affect Enzon's ability to
complete the contemplated transactions include among other things, changes in
the prices for the company's existing notes and its common stock, the
satisfaction or waiver of the conditions to the offering, the willingness of
holders of the existing notes to resell those notes, legal considerations and
material changes in the markets for debt and equity securities or the capital
markets in general. Enzon is under no obligation to (and expressly disclaims any
such obligation to) update or alter its forward-looking statements whether as a
result of new information, future events or otherwise.