UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Enzon Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
293904108
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(CUSIP Number)
Jeffrey H. Buchalter
Chief Executive Officer
Enzon Pharmaceuticals, Inc.
685 Rte. 202/206
Bridgewater, NJ 08807
(908) 541-8600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
__.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 293904108
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1 Name of Reporting Persons.
I.R.S.Identification Nos. of above persons (entities only).
Jeffrey H. Buchalter
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2 Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
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3 SEC Use Only
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4 Source of Funds (See Instructions) PF, SC
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5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 2,350,947
Shares ------ -------------------------------------------------
Beneficially 8 Shared Voting Power 0
Owned by ------ -------------------------------------------------
Each 9 Sole Dispositive Power 2,350,947
Reporting ------ -------------------------------------------------
Person 10 Shared Dispositive Power 0
With
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,350,947
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12 Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
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13 Percent of Class Represented by Amount in Row (11) 5.1%(1)
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14 Type of Reporting Person (See Instructions)
IN
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(1) Based on 43,897,988 shares of the Common Stock outstanding as of October 31,
2006, as reported on the Issuer's Form 10-Q for the quarter ended September 30,
2006, filed on November 3, 2006.
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SCHEDULE 13D
ITEM 1 - SECURITY AND ISSUER
This statement relates to the Common Stock, par value $0.01 of Enzon
Pharmaceuticals, Inc. (the "Issuer"). The principal executive offices of the
Issuer are located at 685 Rte. 202/206, Bridgewater, NJ 08807.
ITEM 2 - IDENTITY AND BACKGROUND
(a) This statement is being filed by Jeffrey H. Buchalter (the "Reporting
Person").
(b) The Reporting Person's business address is c/o Enzon Pharmaceuticals,
Inc., 685 Rte. 202/206, Bridgewater, NJ 08807
(c) The Reporting Person is the Chairman of the Board of Directors,
President, and Chief Executive Officer of the Issuer.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to any civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The 2,350,947 shares of the Common Stock, $0.01 par value of the Issuer
("Common Stock") beneficially owned by the Reporting Person include 2,156 shares
of Common Stock acquired upon the vesting of restricted stock units, options to
purchase 2,253,791 shares of Common Stock currently exercisable or exercisable
within sixty (60) days of the date hereof, and 75,000 shares of restricted
Common Stock granted by the Issuer as compensation for the Reporting Person's
service as Chairman, President and Chief Executive Officer, along with 20,000
shares of Common Stock the Reporting Person acquired by open market purchase
using personal funds. The Reporting Person did not acquire beneficial ownership
of any Common Stock with borrowed funds.
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ITEM 4 - PURPOSE OF TRANSACTION
The Reporting Person holds his shares of Common Stock, stock options, and
restricted Common Stock, described in Item 3, for investment purposes. The
Reporting Person may, from time to time, acquire additional shares of Common
Stock in open market transactions or through further compensatory grants by the
Issuer of stock options, restricted stock or restricted stock units pursuant to
the Issuer's 2001 Incentive Stock Plan or similar company plans. Additionally,
the Reporting Person may, from time to time, sell his shares of Common Stock in
open market transactions or in negotiated block sales to one or more purchasers,
consistent with his investment purpose. Subject to the foregoing, the Reporting
Person has no current plans or proposals which relate to or would result in any
of the events specified in Item 4 of Schedule 13D.
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person is the beneficial owner of 2,350,947 shares
representing 5.1% of the Issuer's outstanding Common Stock based on
43,897,988 shares of Common Stock outstanding as of October 31, 2006,
as reported on the Issuer's Form 10-Q for the quarter ended September
30, 2006, filed on November 3, 2006. The Reporting Person's ownership
includes 22,156 shares of Common Stock directly held, 75,000 shares of
restricted Common Stock, 2,191,248 presently exercisable stock
options, and 62,543 stock options which will become exercisable within
sixty (60) days of this statement.
(b) The Reporting Person has the sole power to vote and dispose of all
2,350,947 shares, including the stock options; however, the 75,000
shares of restricted Common Stock are subject to certain contractual
restrictions on disposition and the shares underlying the options may
not be voted unless and until such options are exercised and such
shares are issued.
(c) Transactions within the last 60 days: On January 17, 2007 the Issuer
granted the Reporting Person, pursuant to the Issuer's 2001 Incentive
Stock Plan, 100,000 restricted stock units, vesting in three (3) equal
annual installments beginning on January 17, 2008, the anniversary of
the grant date, and options to purchase 850,000 shares of the Issuer's
Common Stock, 272,000 of which vested immediately with the remainder
vesting in four (4) equally annual installments of 144,500 shares on
each anniversary of the grant date, beginning on January 17, 2008.
(d) Not Applicable.
(e) Not Applicable.
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ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Items 3, 4 and 5 above. The following table summarizes the terms of all
options, restricted stock, and restricted stock unit awards that the Issuer has
granted, as of the date hereof, to the Reporting Person pursuant to the Issuer's
2001 Incentive Stock Plan and the Employment Agreement entered into between the
Reporting Person and the Issuer in December 2004. The forms of award agreement
applicable to each award are listed in Item 7 and were previously filed with the
Securities and Exchange Commission. The terms of those agreements are
incorporated herein by reference. Under certain circumstances the Reporting
Person may be required to forfeit unvested shares of restricted Common Stock and
shares underlying unvested stock options and restricted stock units. In
addition, in some cases the vesting of the awards may be accelerated. The shares
of restricted Common Stock are subject to restrictions on transfer until the
shares have vested.
STOCK OPTIONS (RIGHT TO BUY COMMON STOCK OF THE ISSUER)
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DATE OF GRANT NO. OF SHARES EXERCISE VESTING SCHEDULE
UNDERLYING PRICE
OPTION
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9/28/2004 40,000 $15.46 Fully vested.
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12/22/2004 725,000 $13.54 Fully vested.
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5/12/2005 750,000 $6.95 Fully vested.
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11/23/2005 300,000 $6.97 Presently exercisable with respect to 147,000 shares; remaining shares vest in
three (3) equal annual installments of 51,000 shares beginning on 11/23/07.
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4/3/2006 367,900 $8.04 Presently exercisable with respect to 117,728 shares; remaining shares vest in
four (4) equal annual installments of 62,543 shares beginning on 4/3/07.
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5/18/2006 436,000 $7.40 Presently exercisable with respect to 139,520 shares; remaining shares vest in
four (4) equal annual installments of 74,120 shares beginning on 5/18/07.
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1/17/2007 850,000 $8.59 Presently exercisable with respect to 272,000 shares; remaining shares vest in
four (4) equal annual installments of 144,500 shares beginning on 1/17/08.
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RESTRICTED COMMON STOCK
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DATE OF GRANT NO. OF SHARES VESTING SCHEDULE
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12/22/04 75,000 22,500 shares will vest on 12/22/07, 22,500 shares will vest on 12/22/08 and the
remaining 30,000 shares will vest on 12/22/09.
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RESTRICTED STOCK UNITS
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DATE OF GRANT NO. OF UNITS VESTING SCHEDULE
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9/28/2004 3,234 2,156 shares currently vested, remaining 1,078 units vest on 9/28/07.
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11/23/2005 120,000 48,000 units will vest on 11/23/08 and the remaining units will vest in two (2)
equal annual installments of 36,000 units beginning on 11/23/09.
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4/3/2006 198,100 59,430 units will vest on 4/3/09, 59,430 units will vest on 4/3/10, and the
remaining 79,240 units will vest on 4/3/11.
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1/17/2007 100,000 Units will vest in three (3) equal annual installments beginning on 1/17/08.
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ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
(1) The Issuer's 2001 Incentive Stock Plan, previously filed as Exhibit
10.23 to the Issuer's Form 10-Q for the quarter ended December 31, 2003, filed
on February 17, 2004.
(2) Employment Agreement with the Reporting Person dated December 22,
2004, previously filed as Exhibit 10.1 to the Issuer's Form 10-Q for the quarter
ended December 31, 2004, filed on February 9, 2005.
(3) Form of Non-Qualified Stock Option Agreement for Executive
Officers, previously filed as Exhibit 10.3 to the Issuer's Form 10-Q for the
quarter ended December 31, 2004, filed on February 9, 2005.
(4) Form of Restricted Stock Award Agreement for Executive Officers,
previously filed as Exhibit 10.4 to the Issuer's Form 10-Q for the quarter ended
December 31, 2004, filed on February 9, 2005.
(5) Form of Restricted Stock Unit Award Agreement for Executive
Officers, previously filed as Exhibit 10.6 to the Issuer's Form 10-Q for the
quarter ended March 31, 2005, filed on May 10, 2005.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 5, 2007
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Date
/s/ Jeffrey H. Buchalter
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Signature
Jeffrey H. Buchalter/Chairman, President & Chief Executive Officer
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Name/Title
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