FORM 8-K
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
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Date of Report (Date of earliest event reported)
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August 16, 2007 |
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ENZON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-12957
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22-2372868 |
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(IRS Identification No.) |
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685 Route 202/206, Bridgewater, New Jersey |
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08807 |
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(Address of principal executive offices)
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(Zip Code) |
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Registrants telephone number, including area code |
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(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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
o 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 pages 46 and 47 in the Managements Discussion and Analysis of Financial Condition and Results
of Operations section of the Form 10-K of Enzon Pharmaceuticals, Inc. (Enzon) for the fiscal year
ended December 31, 2006, filed on March 2, 2007, Enzon disclosed that it had engaged an independent
valuation specialist to assist us in our determination of the fair value of the Abelcet asset group
and test for impairment in accordance with Statement of Financial Accounting Standards (SFAS) No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets. The name of this
independent valuation specialist is Duff & Phelps, LLC.
We engaged Duff & Phelps, LLC, an independent valuation firm to assist us in our determination of
the fair value of our reporting units, to assist us with our determination of the allocation of our
goodwill to our reporting units and to assist us in our estimate of the fair value of the currently
marketed product intangibles for Abelcet, Adagen, Oncaspar and DepoCyt. The determination of fair
value of the goodwill and intangible assets as well as the performance of the impairment testing
was done by the Company and Duff & Phelps, LLCs valuation reports were used as part of our
analysis in reaching our conclusion of value.
A copy of Duff & Phelps consent to be named in this Current Report and for such reference to Duff
& Phelps in this Current Report to be incorporated by reference into Enzons registration
statements filed under the Securities Act of 1933, as amended, is attached as Exhibit 99.1 to this
Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
99.1
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Consent of Duff & Phelps, LLC |
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: August 16, 2007
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By: |
/s/ Craig
A. Tooman
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Craig A. Tooman |
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Executive Vice President, Finance and
Chief Financial Officer |
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EX-99.1
DUFF
& PHELPS, LLC 300 HEADQUARTERS PLAZA EAST TOWER,
12TH FLOOR MORRISTOWN, NJ 07960 TEL 973-775-8300 FAX 973-775-8301
Exhibit 99.1
August 16, 2007
Mr. Craig A. Tooman
Executive Vice President,
Finance, and Chief Financial Officer
Enzon Pharmaceuticals, Inc.
685 Route 202/206
Bridgewater, NJ 08807
Email: craig.tooman@enzon.com
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Subject: |
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WRITTEN CONSENT TO REFERENCE DUFF & PHELPS, LLC IN SEC 8-K FILING OF ENZON PHARMACEUTICALS, INC. |
Dear Mr. Tooman:
We hereby consent to (i) the inclusion in the Current Report on Form 8-K of Enzon Pharmaceuticals,
Inc. (the Company) related to the Annual Report on Form 10-K for the year ended December 31, 2006
filed with the Securities and Exchange Commission (the SEC) on March 2, 2007, of references to
our valuation results, to our valuation reports and to our firms name; and (ii) the incorporation
by reference in the Registration Statement of the Company (Nos. 333-101898, 333-64110, 333-18051,
333-121468, 333-140282, 333-134453, and 333-132467) on Form S-8 and in the registration statement
of the Company (No. 333-137723) on Form S-3, filed with the SEC referencing our final report
regarding the fair value of the goodwill and intangible assets of the Abelcet asset group, provided
to you on February 23, 2006, and to references to our firms name therein.
In giving such consent, we do not hereby admit that we come within the category of person whose
consent is required under Section 7 or Section 11 of the Securities Act of 1933, as amended, or the
rules and regulations adopted by the SEC thereunder, nor do we admit that we are experts with
respect to any part of such Forms 8-K and 10-K within the meaning of the term experts as used in
the Securities Act of 1933, as amended or the rules and regulations of the SEC thereunder. The
responsibility for determining fair value of the goodwill and intangible assets as well as the
performance of the impairment testing rests solely with the Company and our valuation reports were
used as part of the Companys analysis in reaching their conclusion of value.
Sincerely,
Duff & Phelps, LLC