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

Date of Report (Date of earliest event reported) November 21, 2007

ENZON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-12957		22-2372868
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Identification No.)
685 Route 202/206, Bridgewater, New Jersey				08807
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (908) 541-8600

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On November 21, 2007, the Board of Directors of Enzon Pharmaceuticals, Inc. (the “Company”) amended the Company’s Amended and Restated By-Laws to permit the issuance and transfer of the Company’s shares in uncertificated form if so authorized by resolution of the Company’s Board of Directors. The amendment, effective November 21, 2007, was adopted in response to new rules issued by The NASDAQ Stock Market (“NASDAQ”) that require NASDAQ-listed companies to be eligible for a Direct Registration Program. A Direct Registration Program permits an investor’s ownership to be recorded and maintained on the books of the issuer or the transfer agent without the issuance of a physical stock certificate. The Company believes the adoption of this amendment permits its securities to be eligible for such a program. The foregoing is qualified in its entirety by the amendment to the Company’s Amended and Restated By-Laws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit Number		Description
3.01		Amendment to the Amended and Restated By-Laws of Enzon Pharmaceuticals, Inc.

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: November 26, 2007

		By:		/s/ Craig A. Tooman
				Craig A. Tooman
				Executive Vice President, Finance and Chief Financial Officer

Exhibit 3.1

AMENDMENT TO THE AMENDED AND RESTATED BYLAWS
OF ENZON PHARMACEUTICALS, INC.

November 21, 2007

1.		Article XII, Section 7.1 of the Amended and Restated Bylaws of Enzon Pharmaceuticals, Inc. is amended to read in its entirety as follows:
		“Section 7.1 Shares of Stock.

     The shares of capital stock of the Corporation shall be represented by a certificate, unless and until the Board of Directors of the Corporation adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the Corporation signed by, or in the name of the Corporation by, (a) the Chairman of the Board, the Chief Executive Officer, the President or any Executive Vice President, and (b) the Chief Financial Officer, the Secretary or an Assistant Secretary, certifying the number of shares owned by such stockholder in the Corporation.”

2.		Article XII, Section 7.2 of the Amended and Restated Bylaws of Enzon Pharmaceuticals, Inc. is amended to read in its entirety as follows:
		“Section 7.2 Transfers of Shares of Stock.

     Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.”

3.

Except as expressly amended hereby, the provisions of the Amended and Restated Bylaws of Enzon Pharmaceuticals, Inc., as amended through the date hereof, are and will remain in full force and effect.

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