| UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 13, 2011 | ||
| ENZON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) | ||
| Delaware (State or other jurisdiction of incorporation) |
0-12957 (Commission File Number) |
22-2372868 (IRS Employer Identification No.) |
| 20 Kingsbridge Road, Piscataway, New Jersey 08854 (Address of principal executive offices) (Zip Code) | ||
| (732) 980-4500 (Registrant’s telephone number, including area code) | ||
|
Not Applicable 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: | ||
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On October 13, 2011, the Board of Directors (the “Board”) of Enzon Pharmaceuticals, Inc. (“Enzon”) promoted Ana I. Stancic, current Senior Vice President, Finance and Chief Financial Officer, to Chief Operating Officer, Principal Executive Officer and Executive Vice President effective October 17, 2011. She will also continue serving in her roles as Enzon’s Chief Financial Officer and Principal Financial Officer.
On October 13, 2011, the Board determined that the employment of Ralph del Campo, Chief Operating Officer and Principal Executive Officer, would conclude effective as of October 17, 2011. Mr. del Campo is entitled to severance in accordance with his Amended and Restated Severance Agreement filed as Exhibit 10.37 to Enzon’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005, as amended by Amendment No. 1 to Amended and Restated Severance Agreement filed as Exhibit 10.2 to Enzon’s Current Report on Form 8-K filed November 13, 2007 and Amendment No. 2 to Amended and Restated Severance Agreement filed as Exhibit 10.1 to Enzon’s Current Report on Form 8-K filed June 17, 2010.
Ms. Stancic, age 54, has more than 20 years of extensive and diversified finance, accounting and operational experience in the health care industry. From June 2010 until the start of her employment with Enzon in June 2011, Ms. Stancic served as senior vice president and chief financial officer of M2Gen, a wholly owned for-profit subsidiary of Moffitt Cancer Center. From 2008 to 2009, she served as chief financial officer of Aureon Biosciences, Inc. (previously Aureon Laboratories, Inc.), a private oncology diagnostic company. From 2007 to 2008, she was executive vice president and chief financial officer at Omrix Biopharmaceuticals, Inc., which was acquired by Johnson & Johnson. From 2004 to 2007, Ms. Stancic was at ImClone Systems, Inc., which was acquired by Eli Lilly, Inc. At ImClone, she served in various financial roles, including senior vice president, finance. Prior to joining ImClone, she was vice president and controller at Savient Pharmaceuticals, Inc. She currently serves as a member of the Board of Directors of Champions Oncology, Inc., K-V Pharmaceutical Company and Genta Incorporated. Ms. Stancic began her career at PricewaterhouseCoopers in the Assurance practice where she had responsibility for international and national companies in the pharmaceutical and services industries. Ms. Stancic is a Certified Public Accountant and holds an M.B.A. from Columbia University Graduate School of Business.
There is no arrangement or understanding between Ms. Stancic and any other persons pursuant to which Ms. Stancic was selected as the Chief Operating Officer and Principal Executive Officer of Enzon. Ms. Stancic does not have any family relationship with any of the directors and executive officers of Enzon. The compensation arrangements with respect to the appointment of Ms. Stancic to her new position have not yet been finalized.
A copy of the press release announcing, among other things, these actions is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On October 17, 2011, Enzon announced the appointment of Board members Thomas F. Deuel, M.D., and Richard A. Young, Ph.D., to a new special committee of the Board to oversee the development of Enzon’s scientific operations.
A copy of the press release announcing, among other things, this action is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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| 99.1 | Press Release of Enzon Pharmaceuticals, Inc. October 17, 2011 | |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENZON PHARMACEUTICALS, INC.
(Registrant)
Date: October 17, 2011
Name: Andrew Rackear
Title: Vice President and General Counsel
EXHIBIT INDEX
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Exhibit No.
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Description
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| 99.1 | Press Release of Enzon Pharmaceuticals, Inc. October 17, 2011 | |
Exhibit 99.1
| Contact: | Andrea Rabney | |||
| Argot Partners | ||||
| 212.600.1902 | ||||
| andrea@argotpartners.com |
Enzon Announces Management Change, Forms Special Committee of the Board
Ana I. Stancic
Named Chief Operating Officer,
Principal Executive Officer and Executive Vice President
Special Committee of the Board Formed to Oversee Scientific and Clinical Development
PISCATAWAY, N.J. October 17, 2011---Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN) today announced that Ana I. Stancic, C.P.A., M.B.A, current Senior Vice President, Finance and Chief Financial Officer, has been promoted to Chief Operating Officer, Principal Executive Officer and Executive Vice President, effective immediately. She will also continue serving in her role as Chief Financial Officer. Ralph Del Campo, M.B.A., former Chief Operating Officer and Principal Executive Officer, has stepped down from his position to pursue other interests.
“Enzon is focused on advancing a pipeline of novel oncology products while continuing to streamline operations and return value to its shareholders,” stated Alex Denner, Chairman of the Board. “As the company continues to deliver on its objectives, we are confident that Ana’s experience and expertise will serve the Company well in her expanded role. I would like to thank Ralph for the commitment and leadership that he has brought to Enzon during the company’s transition from an integrated specialty pharmaceuticals company to a development-focused enterprise.”
Ms. Stancic commented, “Enzon has taken a number of steps to achieve operational efficiency while we build value through our pipeline and royalty portfolio. I look forward to serving in this new role as the company moves this strategy forward.”
“I have enjoyed my tenure at Enzon and leave the Company well positioned for future growth and development,” said Mr. Del Campo. “I wish Ana all the best in her new role.”
Enzon also announced today that the Board of Directors has formed a special committee to oversee the Company’s scientific and clinical development. The committee is comprised of Directors Richard A. Young, Ph.D., who will act as chairman, and Thomas F. Deuel, M.D.
Dr. Young has served as a director of Enzon since April 2010. He is a member of the Whitehead Institute and a professor of biology at the Massachusetts Institute of Technology. An Enzon director since April 2010, Dr. Deuel is an adjunct professor of molecular and experimental medicine and cell biology,
The Scripps Research Institute, and professor of medicine emeritus at Harvard Medical School.
About Enzon
Enzon Pharmaceuticals, Inc. is a biotechnology company dedicated to the research and development of innovative therapeutics for cancer patients with high unmet medical needs. Enzon’s drug-development programs utilize two platforms – Customized PEGylation Linker Technology (Customized Linker Technology®) and third-generation mRNA-targeting agents utilizing the Locked Nucleic Acid (LNA) technology. Enzon currently has four compounds in human clinical development and multiple novel LNA targets in preclinical research. Enzon receives royalty revenues from licensing arrangements with other companies related to sales of products developed using its proprietary Customized Linker Technology. Further information about Enzon and this press release can be found on the Company’s website 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 for Enzon’s product candidates,
the ability to obtain regulatory approval of Enzon’s product candidates, Enzon’s ability to obtain the funding necessary
to develop its product candidates, market acceptance of and demand for Enzon’s product candidates, and the impact of competitive
products, pricing and technology. A more detailed discussion of these and other factors that could affect results is contained
in Enzon’s filings with the U.S. Securities and Exchange Commission, including Enzon’s most recent Annual Report on
Form 10-K for the year ended December 31, 2010 . 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.