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) June 21, 2001
ENZON, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12957 22-2372868
(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: (732) 980-4500
NA
(Former name or former address, if changed since last report
Item 5. Other Events
Enzon, Inc. announced today the private placement of $400 million principal
amount of 4 1/2% Convertible Subordinated Notes due 2008. The offering, which
was made through initial purchasers to qualified institutional buyers under Rule
144A of the Securities Act of 1933, as amended, is expected to close on June 26,
2001. Enzon has also granted the initial purchasers of the notes an option to
purchase up to an additional $60 million in principal amount of the notes. The
notes are convertible into Enzon common stock, at a conversion price of $70.98
per share, subject to adjustment in certain events. Enzon has agreed to file a
registration statement for the resale of the notes and the common stock issuable
upon conversion of the notes within 90 days after the closing of the offering.
Enzon intends to use the proceeds of the sale for general corporate
purposes, including its internal discovery and development programs and the
development of new technologies, general working capital and possible future
acquisitions.
The securities have not been registered under the Securities Act of 1933,
as amended, and, unless so registered, may not be offered or sold in the United
States, except pursuant to an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended, and applicable state
securities laws.
This shall not constitute an offer to sell or the solicitation of an offer
to buy any of these securities. This is being issued pursuant to and in
accordance with Rule 135c under the Securities Act of 1933, as amended.
Except for the historical information herein, the matters discussed in this
Form 8-K include forward-looking statements that may involve a number of risks
and uncertainties. Actual results may vary significantly based upon a number of
factors which are described in the Company's Form 10-K, Form 10-K/A, Form 10-Qs
and Form 8-Ks on file with the SEC, including without limitation, risks in
obtaining and maintaining regulatory approval for indications and expanded
indications, market acceptance of and continuing demand for Enzon's products and
the impact of competitive products and pricing.
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: June 21, 2001
ENZON, INC.
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(Registrant)
By: /s/ KENNETH J. ZUERBLIS
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Kenneth J. Zuerblis
Vice President, Finance and Chief Financial
Officer