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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) JANUARY 31, 1996
ENZON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-12957 22-237286
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification)
20 KINGSBRIDGE ROAD, PISCATAWAY, NEW JERSEY 08854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 980-4500
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Enzon, Inc. ("Enzon" or the "Company") has completed a private
placement (the "Private Placement") of its common stock, par value $.01 per
share (the "Common Stock") and Series B Convertible Preferred Stock, par
value $.01 per share (the "Preferred Stock") to an accredited investor (the
"Purchaser") pursuant to Regulation D of the Securities Act of 1933. The
Company issued 1,094,890 shares of Common Stock (the "Common Shares") for
an aggregate purchase price of $3,000,000 and 40,000 shares of Preferred
Stock (the "Preferred Shares") for an aggregate purchase price of
$4,000,000. The Preferred Shares will not pay a dividend.
The Preferred Shares will be convertible into Common Stock at 80% of
the average market value of the Common Stock at the time of conversion.
The Preferred Shares are redeemable at the option of the Company commencing
90 days after their issuance at a redemption price of $127 per Preferred
Share. The Preferred Shares have no voting rights, except as required by
law and except that a majority of the outstanding Preferred Shares is
required to approve a consolidation, merger or reclassification of
outstanding shares of Common Stock (other than by way of a subdivision or
reduction of shares) and the approval of 2/3 of the outstanding Preferred
Shares is required to amend the designations, preferences and rights of the
Preferred Shares. The Company also issued to the Purchaser for no separate
consideration 638,686 five-year warrants to purchase Common Stock (the
"Warrants") exercisable at $4.11 per share.
In connection with the Private Placement, the Company entered into a
registration rights agreement (the "Registration Rights Agreement") with
the Purchaser, pursuant to which the Company agreed to file a registration
statement on Form S-3 (the "Registration Statement") covering the Common
Shares, the Common Stock underlying the Preferred Shares, the Common Stock
underlying the Warrants and certain shares (the "Additional Shares") of
Common Stock issuable to the Purchaser in the event (i) the Company fails
to file the Registration Statement or the Registration Statement does not
become effective within certain time limits contained in the Registration
Rights Agreement, or (ii) the Registration Statement becomes effective, but
is subsequently subject to a stop order, or (iii) the Company fails to
maintain a listing of its Common Stock on NASDAQ or certain specified
national securities exchanges. The Company has agreed to maintain the
effectiveness of the Registration Statement until the earlier of (i) at
least three (3) years after the date of the expiration of all the Warrants,
or (ii) the date on which (a) all of the Warrants have been exercised or
have expired, (b) no securities entitled to be included on the Registration
Statement are held by the Purchaser or any transferee thereof, and (c) none
of the Preferred Shares is outstanding.
The Purchaser may not convert its Preferred Shares or exercise its
Warrants and the Company may not issue Additional Shares to the Purchaser
if as a result of such conversion, exercise or issuance, the shares of
Common Stock beneficially owned by the Purchaser would exceed 4.9% of the
outstanding shares of Common Stock.
In connection with the Private Placement, the Company also agreed to
use its best efforts to effect a two for one reverse split of its Common
Stock as soon as practicable, but no earlier than its next annual meeting
of stockholders.
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: February 7, 1996
ENZON, INC.
(Registrant)
By: /S/ KENNETH J. ZUERBLIS Kenneth J. Zuerblis
Vice President, Finance
and Chief Financial
Officer