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): February 19, 2010
ENZON
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in 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
Number)
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(IRS
Employer
Identification
No.)
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685
Route 202/206, Bridgewater, NJ
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08807
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's telephone number,
including area code: (908)
541-8600
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see General
Instruction A.2. below):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5 – Corporate Governance and Management
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b)
On
February 19, 2010, Jeffrey Buchalter resigned as President and Chief Executive
Officer of Enzon Pharmaceuticals, Inc. (the "Company"), effective as of February
22, 2010. On February 20, 2010, Mr. Buchalter resigned as a director
of the Company, effective as of February 22, 2010.
(c)
In
light of Mr. Buchalter's resignation as President and Chief Executive Officer,
on February 20, 2010, the Company's board of directors (the "Board") established
an executive committee (the "Executive Committee") of the Board, which is
chaired by Alexander Denner, Ph.D., Chairman of the Board, and includes
directors Richard Mulligan, Ph.D. and Rolf Classon. The Executive
Committee is serving as a search committee for a new Chief Executive
Officer.
On
February 22, 2010, the Executive Committee appointed Ralph del Campo as Chief
Operating Officer of the Company and designated him as Principal Executive
Officer. Mr. del Campo previously had been serving as the Company's
Executive Vice President, Technical Operations.
Also,
on February 22, 2010, the Executive Committee appointed Dr. Ivan Horak as
President of Research and Development. Dr. Horak previously had been
serving as Executive Vice President, Research and Development and Chief
Scientific Officer.
Set
forth below is certain information relating to Mr. del Campo and Dr.
Horak. Neither Mr. del Campo nor Dr. Horak have family relationships
with any of the Company's executive officers or directors.
Ralph del Campo, age 58,
served as the Company’s Executive Vice President, Technical Operations since
April 2005. Mr. del Campo has over 35 years of diverse industry
experience, including serving as the Company’s Senior Vice President, Technical
Operations from October 2002 to April 2005. Prior to joining the
Company, Mr. del Campo was the head of the North American operations of Elan
Corporation, plc from May 2000 to September 2002. Mr. del Campo also
spent over 17 years in various senior operations management positions at
Bristol-Myers Squibb.
Dr. Ivan Horak, age 59, served
as the Company’s Executive Vice President, Research and Development and Chief
Scientific Officer since September 2005. Prior to joining the
Company, Dr. Horak was employed by Immunomedics, Inc., a biopharmaceutical
company, as Executive Vice President of Research and Development from May 2002
until July 2003, and as Chief Scientific Officer from July 2003 to August
2005. Before joining Immunomedics, Dr. Horak was employed by
Pharmacia as a Vice President for Clinical Oncology from November 1999
to
May
2002, where he helped direct the global development of oncology compounds,
including Camptosar® for metastatic colorectal cancer. From 1996 to
1999, Dr. Horak held a variety of clinical research positions at Janssen
Research Foundation, a subsidiary of the Johnson & Johnson Company,
including International Director for Clinical Research and Development,
Oncology. Prior to joining Janssen, Dr. Horak spent nine years at the National
Cancer Institute where he most recently served as a cancer expert for the
Metabolism Branch.
Section
9 – Financial Statements and Exhibits
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Exhibit
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99.1
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Enzon
Pharmaceuticals, Inc. press release, dated February 22,
2010.
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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.
Date: February
23, 2010
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ENZON
PHARMACEUTICALS, INC.
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By:
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/s/
Craig A. Tooman
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Name:
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Craig
A. Tooman
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Title:
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Executive
Vice President, Finance and Chief Financial
Officer
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Exhibit
Index
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Exhibit
No.
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Exhibit
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99.1
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Enzon
Pharmaceuticals, Inc. press release, dated February 22,
2010.
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Enzon
Board of Directors Appoints Executive Committee
Jeffrey
Buchalter Steps Down as CEO of Enzon
BRIDGEWATER,
N.J. -- February 22, 2010 -- Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN) today
announced that Jeffrey Buchalter has resigned as Chief Executive Officer and
Director of Enzon, effective immediately, and has been replaced by a newly
formed executive committee of the Board. This new committee will be chaired by
Alex Denner, Ph.D., Chairman of the Board, and include Directors Richard
Mulligan Ph.D. and Rolf Classon. The Committee will serve the
functions of the Chief Executive for the Company until such time as a Chief
Executive Officer is named. The Committee will also serve as the
search committee. Mr. Buchalter has served on Enzon’s Board of Directors since
2004 and as CEO since January 2005.
“With
the sale of the specialty pharmaceutical business in January of this year, the
Company is now exclusively focused on its pipeline,” said Dr.
Denner. “We believe Enzon is well positioned to continue advancing
its promising development programs. The Board of Directors is
committed to seeing that the Company reaches its full value
potential.”
About
Enzon
Enzon
Pharmaceuticals, Inc is a biopharmaceutical company dedicated to the development
of important medicines for patients with cancer. The Company's drug
development programs utilize several cutting-edge approaches, including its
industry-leading PEGylation technology platform and the Locked Nucleic Acid
technology. Enzon's PEGylation technology was used to create a
royalty revenue stream from licensing partnerships for other products developed
using the technology. Further information about Enzon and this press release can
be found on the Company's web site at www.enzon.com.
Forward Looking
Statements
There
are forward-looking statements contained herein, which can be identified by the
use of forward-looking terminology such as the words "believes," "expects,"
"may," "will," "should,” "potential," "anticipates," "plans" or "intends" and
similar expressions. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause actual results, events or
developments to be materially different from the future results, events or
developments indicated in such forward-looking statements. Such
factors include, but are not limited to the timing, success and cost of clinical
studies; the ability to obtain regulatory approval of products, market
acceptance of, and continuing demand for, Enzon’s products and the impact of
competitive products and pricing. A more detailed discussion of these
and other factors that could affect results is contained in our filings with the
U.S. Securities and Exchange Commission, including our annual report on Form
10-K for the period ended December 31, 2008. These factors should be
considered carefully and readers are cautioned not to place undue reliance on
such forward-looking statements. No assurance can be given that the
future results covered by the forward-looking statements will be achieved. All
information in this press release is as of the date of this press release and
Enzon does not intend to update this information.
Contact
Enzon
Pharmaceuticals, Inc.
Craig
Tooman, 908-541-8777
EVP,
Finance and Chief Financial Officer