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): March 8, 2010
____________________________
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
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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685
Route 202/206
Bridgewater,
NJ 08807
(Address
of principal executive offices) (Zip Code)
(908)
541-8600
(Registrant’s
telephone number, including area code)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other
Events.
On
March 8, 2010, Enzon Pharmaceuticals, Inc. (the "Company") issued a press
release announcing the final results of the Company’s cash tender offer for any
and all of its outstanding 4% Convertible Senior Notes due 2013.
A
copy of the Company’s press release announcing the final results of the tender
offer is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference in its entirety.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
release dated March 8, 2010.
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SIGNATURE
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.
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Dated:
March 8, 2010
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ENZON
PHARMACEUTICALS, INC.
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/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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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release dated March 8, 2010.
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Exhibit
99.1
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For Immediate
Release
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Contact:
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Craig
Tooman
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EVP,
Finance and Chief
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Financial
Officer
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908-541-8777
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ENZON’S
DEBT IS REDUCED BY $116 MILLION
--Debt
converted into an additional 13.5 million shares--
BRIDGEWATER,
NJ – March 8, 2010 – Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN) today announced
the results from the recent tender and increased conversion periods of the 4
percent convertible notes due in 2013. As a result of the sale of the
specialty pharmaceutical business on January 29, 2010, the Company was required
to offer to repurchase for cash any and all of its convertible notes at face
value. This offer expired on March 5, 2010 and no notes were
tendered.
The
sale of the specialty pharmaceutical business also triggered an increase in the
conversion rate to 116.535 shares per $1,000 principal amount during the period
January 29, 2010 to March 4, 2010. During this period, $115.6 million
principal amount was converted into approximately 13.5 million shares of the
Company’s common stock. The enhanced conversion period has expired
and the original conversion rate of 104.712 shares per $1,000 principal amount
of notes is again in effect.
Subsequent
to the expiration of the increased conversion period and the repurchase period,
the Company’s outstanding principal balance of the notes is now $134.5 million
and the current shares of common stock outstanding is approximately
58.5 million. After the close of the specialty pharmaceutical business on
January 29, 2010, the Company had approximately $500 million of cash and
investments.
About
Enzon
Enzon
Pharmaceuticals, Inc. is a biopharmaceutical company dedicated to developing
important medicines for patients with cancer. Enzon’s drug
development programs utilize several cutting-edge approaches, including its
industry-leading PEGylation technology platform and the Locked Nucleic Acid
(LNA) technology. Enzon receives a royalty revenue stream from
licensing partnerships for other products developed using the proprietary
PEGylation 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 year 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.
| 685
Route 202/206
Phone: (908)
541-8600 Fax: (908) 575-9457
http://www.enzon.com
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