<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1999
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENZO BIOCHEM, INC.
--------------------
(Exact name of Registrant as specified in its charter)
NEW YORK
--------------------
(State or other jurisdiction of incorporation or organization)
13-2866202
--------------------
(I.R.S. Employer Identification No.)
60 EXECUTIVE BOULEVARD, FARMINGDALE, NEW YORK 11735
-----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
ENZO BIOCHEM, INC. 1999 STOCK OPTION PLAN
(Full Title of the Plan)
Barry W. Weiner
Enzo Biochem, Inc.
60 Executive Boulevard
FARMINGDALE, NEW YORK 11735
---------------------------
(Name and Address of Agent For Service)
(516) 755-5500
--------------
(Telephone Number, Including Area Code, of Agent For Service)
Copies to: Robert H. Cohen, Esq.
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
(212) 735-8600
================================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
---------------- ---------- ------------------------ ------------------------ ----------------
==================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 335,500(1)(2) $9.74(3) $3,267,770 $908.44(6)
==================================================================================================================
Common Stock, par value
$0.01 per share 614,500(2)(4) $26.9375(5) $16,553,094 $4,601.76(6)
==================================================================================================================
Total Registration Fee . . . . . . . . . . . . . . $5,510.20(6)
==================================================================================================================
</TABLE>
- ----------
(1) Shares of common stock of Enzo Biochem, Inc. issuable upon stock options
which have been granted under the Enzo Biochem, Inc. 1999 Stock Option
Plan.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(3) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) promulgated under the Securities Act of 1933
upon the average exercise price.
(4) Shares of common stock of Enzo Biochem, Inc. issuable upon the grant of
stock options available for grant under the Enzo Biochem, Inc. 1999 Stock
Option Plan.
(5) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 based upon the
average of the high and low prices for the common stock on The American
Stock Exchange September 8, 1999.
(6) Calculated pursuant to Section 6 under the Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Enzo Biochem, Inc., a New York corporation, incorporates by reference
the documents listed below into this Registration Statement on Form S-8. All
documents subsequently filed by Enzo Biochem, Inc. pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part thereof from the date of filing of such documents:
1. Annual Report on Form 10-K for the fiscal year ended
July 31, 1998;
2. Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 1998;
3. Quarterly Report on Form 10-Q for the fiscal quarter
ended January 31, 1999;
4. Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 1999;
5. Definitive proxy statement filed with the SEC on
November 25, 1998 pursuant to Regulation 14A under the
Securities Exchange Act of 1934; and
6. The description of our common stock set forth in our
Registration Statement filed under Section 12 of the
Securities Exchange Act of 1934 on Form 8-A on, and any
amendment or report filed for the purpose of updating
any such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation states the following:
"Article 8. The Corporation shall, to the fullest extent
permitted by the Business Corporation Law of the States of New
York, indemnify any and all persons whom it shall have power
to indemnify from and against any and all of the expenses,
liabilities or other matters as provided under Articles of
Seven of the Business Corporation Law of the State of New
York.
"Article 12. No director of the Corporation shall be liable to
the Corporation or its shareholders for damage for any breach
of duty in such capacity, provided that nothing contained in
this Article shall eliminate or limit the liability of a
director (i) if a judgment or other final adjudication adverse
to him
<PAGE>
establishes that his acts or omissions were in bad faith or
involved acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or that
he personally gained in fact a financial profit or other
advantage to which he was not legally entitled or that his
acts violated Section 719 of the New York Business Corporation
Law or (ii) for any act or omission prior to July 8, 1988."
ARTICLE V of the Registrant's By-Laws provides as follows:
"Section 1. INDEMNIFICATION-THIRD PARTY AND DERIVATIVE
ACTIONS.
"(a) The Corporation shall indemnify any person made, or
threatened to be made, a party to an action or proceeding (other than one by or
in the right of the Corporation to procure a judgment in its favor), whether
civil or criminal, including an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which any director or
officer of the Corporation served in any capacity at the request of the
Corporation, by reason of the fact that he, his testator or intestate, is or was
a director or officer of the Corporation, by reason of the fact that he, his
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts paid in settlement
and expenses (including attorneys' fees) incurred in connection with any such
action or proceeding, or any appeal therein, provided that no indemnification
may be made to or on behalf of such person if (i) his acts were committed in bad
faith or were the result of his active and deliberate dishonesty and were
material to such action or proceeding or (ii) he personally gained in fact a
financial profit or other advantage to which he was not legally entitled.
"(b) The Corporation shall indemnify any person made, or
threatened to be made, a party to an action by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he,
his testator or intestate, is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or officer
of any other corporation of any type or kind, domestic or foreign, or of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against judgments, fines, amounts paid in settlement and expenses (including
attorneys' fees) incurred in connection with such action, or any appeal therein,
provided that no indemnification may be made to or on behalf of such person if
(i) his acts were committed in bad faith or were the result of his active and
deliberate dishonesty and were material to such action or (ii) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.
"(c) The termination of any civil or criminal action or
proceeding by judgment, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself create a presumption that any
such person has not met the standard of conduct set forth in this Section 1. (d)
For the purpose of this Section 1: (i) the Corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his duties to the Corporation also imposes duties on, or
otherwise involve services by, such person to the plan or participants or
beneficiaries of the plan; and (ii) excise taxes assessed on a person with
respect to an employee benefit plan pursuant to applicable law shall be
considered fines.
"Section 2. PAYMENT OF INDEMNIFICATION; REPAYMENT
"(a) A person who has been successful, on the merits or
otherwise, in the defense of a civil or criminal action or proceeding of the
character described in Section I of this Article V shall be entitled to
indemnification as authorized in such Section.
"(b) Except as provided in paragraph (a) of this Section 2,
any indemnification under Section 1 of this Article V, unless ordered by a
court, shall be made by the Corporation only if authorized in the specific case:
(i) by the Board of Directors acting by a quorum consisting of directors who are
not parties to the action or proceeding giving rise to the indemnity claim upon
a finding that the director or officer has met the standard of conduct set forth
in Section I of this Article V; or (ii) if a quorum under the foregoing clause
(i) is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs: (A) by the Board of Directors upon the opinion in writing
of independent legal
2
<PAGE>
counsel that indemnification is proper in the circumstances because the standard
of conduct set forth in Section I of this Article V has been met by such
director or officer, or (B) by the shareholders of the Corporation upon a
finding that the director or officer has met such standard of conduct.
"(c) Expenses Incurred by a director or officer in defending a
civil or criminal action or proceeding shall be paid by the Corporation in
advance of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
incase he is ultimately found, in accordance with this Article V, not to be
entitled to indemnification or, where indemnity is granted, to the extent the
expenses so paid exceed the indemnification to which he is entitled.
"(d) Any indemnification of a director or officer of the
Corporation under Section I of this Article V, or advancement of expenses under
paragraph(c) of this Section 2, shall be made promptly, and in any event within
60 days, upon the written request of the director of officer.
"Section 3. ENFORCEMENT; DEFENSES.
"The right to indemnification or advancement of expenses
granted by this Article V shall be enforceable by the director or officer in any
court of competent jurisdiction if the Corporation denies such request, in whole
or in part, or if no disposition thereof is made within 60 days after written
request by the director or officer. Such person's expenses incurred in
connection with successfully establishing his right to indemnification, in whole
or in part, in any such action shall also be indemnified by the Corporation. It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advancement of expenses under Section 2 of this Article V where
the required undertaking has been received by the Corporation) that the claimant
has not met the standard of conduct set forth in Section I of this Article V,
but the burden of providing such defense shall be on the Corporation. Neither
the failure of the Corporation (including its Board of Directors, its
independent legal counsel, and its shareholders) to have made a determination
that indemnification of the claimant is proper in the circumstances, nor the
fact that there has been an actual determination by the Corporation (including
its Board of Directors, its independent legal counsel, and its shareholders)
that indemnification of the claimant is not proper in the circumstances, shall
be a defense to the action or create a presumption that the claimant is not
entitled to indemnification.
"Section 4. SURVIVAL, SAVINGS CLAUSE; PRESERVATION OF OTHER RIGHTS.
"(a) The foregoing indemnification provisions shall be deemed
to be a contract between the Corporation and each director and officer who
serves in such capacity at any time while these provisions, as well as the
relevant provisions of the New York Business Corporation Law, are in effect and
any repeal or modification thereof shall not affect any right or obligation then
existing with respect to any state of facts then or previously existing or any
action or proceeding previously or thereafter brought or threatened based in
whole or in part upon any such state of facts. Such a contract fight may not be
modified retroactively without the consent of such director or officer.
"(b) If this Article V or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer of the
Corporation against judgments, fines, amounts paid in settlement and expenses
(including attorneys' fees) incurred in connection with any actual or threatened
action or proceeding, whether civil or criminal, including any actual or
threatened action by or in the right of the Corporation, or any appeal therein,
to the full extent permitted by any applicable portion of this Article V that
shall not have been invalidated and to the full extent permitted by applicable
law.
"(c) The indemnification provided by this Article V shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement, vote of shareholders or directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and
3
<PAGE>
administrators of such a person. The Corporation is hereby authorized to provide
further indemnification if it deems advisable by resolution of shareholders or
directors, by amendment of these by-laws or by agreement.
"Section 5. INSURANCE.
"The Corporation may purchase and maintain insurance:
"(a) to indemnify the Corporation for any obligation which it
incurs as a result of the indemnification of directors and officers under the
provisions of this Article V,
"(b) to indemnify directors and officers in instances in which
they may be indemnified by the Corporation under the provisions of this Article
V, and
"(c) to indemnify directors and officers in instances in which
they may not otherwise be indemnified by the Corporation under the provisions of
this Article V, provided that the contract of insurance covering such directors
and officers pursuant to the foregoing paragraph (c) of Section 4 of this
Article V shall provide, in a manner acceptable to the superintendent of
insurance, for retention amount and for co-insurance, and provided, further,
that no insurance under this Article V may provide for any payment, other than
the cost of defense, to or on behalf of any director or officer if a judgment or
other final adjudication adverse to the insured director or officer establishes
(i) that his acts of active and deliberate dishonesty were material to the cause
of action so adjudicated or (ii) that the director or officer personally gained
in fact a financial profit or other advantage to which he was not legally
entitled.
"Section 6. INDEMNIFICATION OF PERSONS NOT DIRECTORS OR OFFICERS OF THE
CORPORATION.
"The Corporation may, by resolution adopted by the Board of
directors of the Corporation, indemnify any person not a director or officer of
the Corporation, who is made, or threatened to be made, a party to an action or
proceeding, whether civil or criminal, by reason of the fact that he, his
testator or intestate, is or was an employee or other agent of the Corporation,
against judgments, fines, amounts paid in settlement and expenses (including
attorneys' fees) incurred in connection with such action or proceeding, or any
appeal therein, provided that no indemnification may be made to or on behalf of
such person if (i) his acts were committed in bad faith or were the result of
active and deliberate dishonesty, and such acts were material to such action or
proceeding, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
"Section 7. RETROACTIVITY.
"The right to indemnification conferred by this Article V
shall be retroactive to events occurring prior to the adoption f this Article V
to the fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Enzo Biochem, Inc. 1999 Stock Option Plan.
5.1 Opinion of Morrison Cohen Singer & Weinstein, LLP
4
<PAGE>
23.1 Consent of Morrison Cohen Singer & Weinstein, LLP (included in its
Opinion filed as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP, independent auditors
24.1 Powers of Attorney (included on the signature page of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) Rule 415 Offering.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
in the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Farmingdale, State of New York, on this 14th day
of September 1999.
ENZO BIOCHEM, INC.
/s/ ELAZAR RABBANI
------------------
Elazar Rabbani, Ph.D.
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Elazar Rabbani, with the power
of substitution, his or her attorney-in-fact, to sign any amendments to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his or her
substitute, may do or choose to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ELAZAR RABBANI, PH.D. Chairman of the Board and Chief September 14, 1999
- ------------------------- Executive Officer (principal
Elazar Rabbani executive officer)
/s/ SHAHRAM K. RABBANI Chief Operating Officer, Treasurer, September 14, 1999
- ------------------------- Secretary and Director (principal
Shahram K. Rabbani financial and accounting officer)
/s/ BARRY W. WEINER President and Director September 14, 1999
- -------------------------
Barry W. Weiner
/s/ JOHN J. DELUCCA Director September 14, 1999
- -------------------------
John J. Delucca
/s/ JOHN B. SIAS Director September 14, 1999
- -------------------------
John B. Sias
</TABLE>
6
<PAGE>
EXHIBIT INDEX
No. Description
- --- -----------
4.1 Enzo Biochem, Inc. 1999 Stock Option Plan.
5.1 Opinion of Morrison Cohen Singer & Weinstein, LLP.
23.1 Consent of Morrison Cohen Singer & Weinstein, LLP (included in its Opinion
filed as Exhibit 5 hereto).
23.2 Consent of Ernst & Young, LLP
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
7
<PAGE>
Exhibit 4.1
ENZO BIOCHEM, INC.
1999 STOCK OPTION PLAN
1. PURPOSE.
The purpose of this plan (the "Plan") is to secure for Enzo Biochem,
Inc. (the "Company") and its shareholders the benefits arising from capital
stock ownership by employees, officers and directors of, and consultants or
advisors to, the Company and its subsidiary corporations who are expected to
contribute to the Company's future growth and success. Those provisions of the
Plan which make express reference to Section 422 shall apply only to Incentive
Stock Options (as that term is defined in the Plan).
2. TYPE OF OPTIONS AND ADMINISTRATION.
(a) TYPES OF OPTIONS. Options granted pursuant to the Plan shall be
authorized by action of the Board of Directors of the Company (or a Committee
designated by the Board of Directors) and may be either incentive stock options
("Incentive Stock Options") meeting the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"Code") or non-statutory options which are not intended to meet the requirements
of Section 422 of the Code.
(b) ADMINISTRATION. The Plan will be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company, whose
construction and interpretation of the terms and provisions of the Plan shall be
final and conclusive. The Committee shall consist solely of two or more persons,
each of whom shall qualify as (i) a "Non-Employee Director," as that term is
defined in subparagraph (b)(3)(i) of Rule 16b-3 ("Rule 16b-3") promulgated under
the Securities Exchange Act of 1934 (the "Exchange Act"), and (ii) an "outside
director," within the meaning of Section 162(m) of the Code. The delegation of
powers to the Committee shall be consistent with applicable laws or regulations
(including, without limitation, applicable state law and Rule 16b-3). The
Committee may in its sole discretion grant options to purchase shares of the
Company's Common Stock, $.01 par value per share ("Common Stock") and issue
shares upon exercise of such options as provided in the Plan. The Committee
shall have authority, subject to the express provisions of the Plan, to construe
the respective option agreements and the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the terms and
provisions of the respective option agreements, which need not be identical, and
to make all other determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any option agreement in the manner and to the extent it shall deem expedient to
carry the Plan into effect and it shall be the sole and final judge of such
expediency. No director or person acting pursuant to authority delegated by the
Board of Directors shall be liable for any action or determination under the
Plan made in good faith. Subject to adjustment as provided in Article 15 below,
the aggregate number of shares of Common Stock that may be subject to options
granted to any person in a calendar year shall not exceed 20% of the maximum
number of shares which may be issued and sold under the Plan, as set forth in
Article 4 hereof, as such Article may be amended from time to time.
(c) APPLICABILITY OF RULE 16B-3. Those provisions of the Plan which
make express reference to Rule 16b-3 shall apply to the Company only at such
time as the Company's Common Stock is registered under the Exchange Act, subject
to the last sentence of Section 3(b), and then only to such persons as are
required to file reports under Section 16(a) of the Exchange Act (a "Reporting
Person").
3. ELIGIBILITY.
(a) GENERAL. Options may be granted to persons who are, at the time of
grant, employees, officers or directors of, or consultants or advisors to, the
Company or any subsidiaries of the Company as defined in Sections 424(e) and
424(f) of the Code ("Participants") PROVIDED, that Incentive Stock Options may
only be granted to individuals who are employees of the Company (within the
meaning of Section 3401(c) of the Code). A person who has been
<PAGE>
granted an option may, if he or she is otherwise eligible, be granted additional
options if the Committee shall so determine.
(b) GRANT OF OPTIONS TO REPORTING PERSONS. The selection of a director
or an officer who is a Reporting Person (as the terms "director" and "officer"
are defined for purposes of Rule 16b-3) as a recipient of an option, the timing
of the option grant, the exercise price of the option and the number of shares
subject to the option shall be determined either (i) by the Board of
Directors,(ii) by the Committee or (iii) pursuant to provisions for automatic
grants set forth in Article 3(c) below.
(c) DIRECTORS OPTIONS. Persons, who are not otherwise employees or
executive officers of the Company ("Eligible Directors"), are first elected or
appointed to serve as directors on the Company's Board of Directors, such
persons shall receive options to purchase 15,000 shares of the Company's Common
Stock on the date such persons are first elected or appointed, and will
automatically receive options ("Automatic Director Options" and together with
the Initial Director Options, the "Director Options") to purchase 7,500 shares
of the Company's Common Stock immediately following the date of each annual
meeting of the Company's shareholders, PROVIDED, HOWEVER, that such persons did
not receive Initial Director Options since the most recent grant of Automatic
Director Options and continue to serve as directors of the Company's Board of
Directors. The exercise price for each share subject to a Director Option shall
be equal to the fair market value of the Company's Common Stock on the date of
grant. Each Director Option granted under the Plan shall be exercisable either
in full or in installments at such time or times and during such period as shall
be set forth in the option agreement evidencing such Director Option, subject to
the provisions of the Plan. No Director Option granted to a Reporting Person for
purposes of the Exchange Act, however, shall be exercisable during the first six
(6) months after the date of grant. Director Options shall expire the earlier of
ten (10) years after the date of grant or ninety (90) days after the termination
of the director's service on the Board of Directors unless such Director Options
are Incentive Stock Options in which case such Director Options shall be subject
to the additional terms and conditions set forth in Articles 6 and 11 hereof.
4. STOCK SUBJECT TO PLAN.
The stock subject to options granted under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. Subject to adjustment as
provided in Article 15 below, the maximum number of shares of Common Stock of
the Company which may be issued and sold under the Plan is 950,000 shares of
Common Stock. If an option granted under the Plan shall expire, terminate or is
canceled for any reason without having been exercised in full, the unpurchased
shares subject to such option shall again be available for subsequent option
grants under the Plan.
5. FORMS OF OPTION AGREEMENTS.
As a condition to the grant of an option under the Plan, each recipient
of an option shall execute an option agreement in such form not inconsistent
with the Plan as may be approved by the Board of Directors. Such option
agreements may differ among recipients.
6. PURCHASE PRICE.
(a) GENERAL. The purchase price per share of stock deliverable upon the
exercise of an option shall be determined by the Board of Directors at the time
of grant of such option; PROVIDED, HOWEVER, that in the case of an Incentive
Stock Option, the exercise price shall not be less than 100% of the Fair Market
Value (as hereinafter defined) of such stock, at the time of grant of such
option, or less than 110 % of such Fair Market Value in the case of options
described in Article 11 (b). "Fair Market Value" of a share of Common Stock of
the Company as of a specified date for the purposes of the Plan shall mean the
closing price of a share of the Common Stock on the principal securities
exchange (including the Nasdaq National Market) on which such shares are traded
on the day immediately preceding the date as of which Fair Market Value is being
determined, or on the next preceding date on which such shares are traded if no
shares were traded on such immediately preceding day, or if the shares are not
traded on a securities exchange, Fair Market Value shall be deemed to be the
average of the high bid and low asked prices of the shares in the
over-the-counter market on the day immediately preceding the date as of which
Fair Market Value is being determined or on the next preceding date on which
such high bid and low asked prices were recorded. If the shares are not publicly
traded, Fair Market Value of a share of Common Stock (including, in the case of
any repurchase of shares,
2
<PAGE>
any distributions with respect thereto which would be repurchased with the
shares) shall be determined in good faith by the Board of Directors. In no case
shall Fair Market Value be determined with regard to restrictions other than
restrictions which, by their terms, will never lapse.
(b) PAYMENT OF PURCHASE PRICE. Options granted under the Plan may
provide for the payment of the exercise price by delivery of cash or a check to
the order of the Company in an amount equal to the exercise price of such
options, or by any other means which the Board of Directors determines are
consistent with the purpose of the Plan and with applicable laws and regulations
(including, without limitation, the provisions of Rule 16b-3 and Regulation T
promulgated by the Federal Reserve Board).
7. OPTION PERIOD.
Subject to earlier termination as provided in the Plan, each option and
all rights thereunder shall expire on such date as determined by the Board of
Directors and set forth in the applicable option agreement, provided, that such
date shall not be later than (10) ten years after the date on which the option
is granted.
8. EXERCISE OF OPTIONS.
Each option granted under the Plan shall be exercisable either in full
or in installments at such time or times and during such period as shall be set
forth in the option agreement evidencing such option, subject to the provisions
of the Plan. No option granted to a Reporting Person for purposes of the
Exchange Act, however, shall be exercisable during the first six months after
the date of grant. Subject to the requirements in the immediately preceding
sentence, if an option is not at the time of grant immediately exercisable, the
Board of Directors may (i) in the agreement evidencing such option, provide for
the acceleration of the exercise date or dates of the subject option upon the
occurrence of specified events, and/or (ii) at any time prior to the complete
termination of an option, accelerate the exercise date or dates of such option.
9. NONTRANSFERRABILITY OF OPTIONS.
No option granted under this Plan shall be assignable or otherwise
transferable by the optionee except by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. An option may be exercised during the lifetime of the optionee only
by the optionee. In the event an optionee dies during his employment by the
Company or any of its subsidiaries, or during the three-month period following
the date of termination of such employment, his option shall thereafter be
exercisable, during the period specified in the option agreement, by his
executors or administrators to the full extent to which such option was
exercisable by the optionee at the time of his death during the periods set
forth in Article 10 or 11(d).
10. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.
Except as provided in Article 11(d) with respect to Incentive Stock
Options and except as otherwise determined by the Committee at the date of grant
of an option, and subject to the provisions of the Plan, an optionee may
exercise an option at any time within three (3) months following the termination
of the optionee's employment or other relationship with the Company or within
three (3) months if such termination was due to the death or disability of the
optionee or within one (1) year if such termination was due to the disability of
the optionee but, except in the case of the optionee's death, in no event later
than the expiration date of the option. If the termination of the optionee's
employment is for cause or is otherwise attributable to a breach by the optionee
of an employment or confidentiality or non-disclosure agreement, the option
shall expire immediately upon such termination. The Board of Directors shall
have the power to determine what constitutes a termination for cause or a breach
of an employment or confidentiality or non-disclosure agreement, whether an
optionee has been terminated for cause or has breached such an agreement, and
the date upon which such termination for cause or breach occurs. Any such
determinations shall be final and conclusive and binding upon the optionee.
11. INCENTIVE STOCK OPTIONS.
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Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:
(a) EXPRESS DESIGNATION. All Incentive Stock Options granted under the
Plan shall, at the time of grant, be specifically designated as such in the
option agreement covering such Incentive Stock Options.
(b) 10% SHAREHOLDER. If any employee to whom an Incentive Stock Option
is to be granted under the Plan is, at the time of the grant of such option, the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company (after taking into account the attribution
of stock ownership rules of Section 424(d) of the Code), then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual:
(i) The purchase price per share of the Common Stock subject
to such Incentive Stock Option shall not be less than 110 % of the Fair
Market Value of one share of Common Stock at the time of grant; and
(ii) the option exercise period shall not exceed five years
from the date of grant.
(c) DOLLAR LIMITATION. For so long as the Code shall so provide,
options granted to any employee under the Plan (and any other incentive stock
option plans of the Company) which are intended to constitute Incentive Stock
Options shall not constitute Incentive Stock Options to the extent that such
options, in the aggregate, become exercisable for the first time in any one
calendar year for shares of Common Stock with an aggregate Fair Market Value, as
of the respective date or dates of grant, of more than $100,000.
(d) TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY. No Incentive Stock
Option may be exercised unless, at the time of such exercise, the optionee is,
and has been continuously since the date of grant of his or her option, employed
by the Company, except that:
(i) an Incentive Stock Option may be exercised within the
period of ninety (90) days after the date the optionee ceases to be an
employee of the Company (or within such lesser period as may be
specified in the applicable option agreement), PROVIDED, that the
agreement with respect to such option may designate a longer exercise
period and that the exercise after such ninety (90) day period shall be
treated as the exercise of a non-statutory option under the Plan;
(ii) if the optionee dies while in the employ of the Company,
or within three months after the optionee ceases to be such an
employee, the Incentive Stock Option may be exercised by the person to
whom it is transferred by will or the laws of descent and distribution
within the period of three (3) months after the date of death (or
within such lesser period as may be specified in the applicable option
agreement); and
(iii) if the optionee becomes disabled (within the meaning of
Section 22(e)(3) of the Code or any successor provisions thereto) while
in the employ of the Company, the Incentive Stock Option may be
exercised within the period of one (1) year after the date the optionee
ceases to be such an employee because of such disability (or within
such lesser period as may be specified in the applicable option
agreement).
For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no incentive Stock Option may be exercised after its
expiration date.
12. ADDITIONAL PROVISIONS.
(a) ADDITIONAL OPTION PROVISIONS. The Board of Directors may, in its
sole discretion, include additional provisions in option agreements covering
options granted under the Plan, including without limitation restrictions on
transfer, repurchase rights, rights of first refusal, commitments to pay cash
bonuses, to make, arrange for or guaranty loans or to transfer other property to
optionees upon exercise of options, or such other provisions as shall be
determined by the Board of Directors; provided, that such additional provisions
shall not be inconsistent with any other term or condition of the Plan and such
additional provisions shall not cause any Incentive Stock Option granted under
the Plan to fail to qualify as an Incentive Stock Option within the meaning of
Section 422 of the Code.
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(b) ACCELERATION, EXTENSION, ETC. The Board of Directors may, in its
sole discretion, (i) accelerate the date or dates on which all or any particular
option or options granted under the Plan may be exercised or (ii) extend the
dates during which all, or any particular, option or options granted under the
Plan may be exercised; provided, however, that no such extension shall be
permitted if it would cause the Plan to fail to comply with Section 422 of the
Code or with Rule 16b-3 (if applicable).
13. GENERAL RESTRICTIONS.
(a) INVESTMENT REPRESENTATIONS. The Company may require any person to
whom an option is granted, as a condition of exercising such option, to give
written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option, for
his or her own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws, or with covenants or representations made by
the Company in connection with any public offering of its Common Stock,
including any "lock-up" or other restriction on transferability.
(b) COMPLIANCE WITH SECURITIES LAW. Each option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such option
upon any securities exchange or automated quotation system or under any state or
federal law, or the consent or approval of any governmental or regulatory body,
or that the disclosure of non-public information or the satisfaction of any
other condition is necessary as a condition of, or in connection with the
issuance or purchase of shares thereunder, such option may not be exercised, in
whole or in part, unless such listing, registration, qualification, consent or
approval, or satisfaction of such condition shall have been effected or obtained
on conditions acceptable to the Board of Directors. Nothing herein shall be
deemed to require the Company to apply for or to obtain such listing,
registration or qualification, or to satisfy such condition.
14. RIGHTS AS A SHAREHOLDER.
The holder of an option shall have no rights as a shareholder with
respect to any shares covered by the option (including, without limitation, any
rights to receive dividends or non-cash distributions with respect to such
shares) until the date of issue of a stock certificate to him or her for such
shares. No adjustment shall be made for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.
15. ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS, REORGANIZATIONS AND
RELATED TRANSACTIONS.
(a) RECAPITALIZATIONS AND RELATED TRANSACTIONS. If, through or as a
result of any recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares of
Common Stock are increased, decreased or exchanged for a different number or
kind of shares or other securities of the Company, or (ii) additional shares or
new or different shares or other non-cash assets are distributed with respect to
such shares of Common Stock or other securities, an appropriate and
proportionate adjustment shall be made in (x) the maximum number and kind of
shares reserved for issuance under or otherwise referred to in the Plan, (y) the
number and kind of shares or other securities subject to any then outstanding
options under the Plan, and (z) the price for each share subject to any then
outstanding options under the Plan, without changing the aggregate purchase
price as to which such options remain exercisable. Notwithstanding the
foregoing, no adjustment shall be made pursuant to this Article 15 if such
adjustment (i) would cause the Plan to fail to comply with Section 422 of the
Code or with Rule 16b-3 or (ii) would be considered as the adoption of a new
plan requiring stockholder approval.
(b) REORGANIZATION, MERGER AND RELATED TRANSACTIONS. All outstanding
options under the Plan shall become fully exercisable for a period of sixty (60)
days following the occurrence of any Trigger Event, whether or not such options
are then exercisable under the provisions of the applicable agreements relating
thereto. For purposes of the Plan, a "Trigger Event" is any one of the following
events:
(i) the date on which shares of Common Stock are first
purchased pursuant to a tender offer or exchange offer (other than such
an offer by the Company, any Subsidiary, any employee benefit plan of
the Company or of any Subsidiary or any entity holding shares or other
securities of the Company for or pursuant
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to the terms of such plan), whether or not such offer is approved or
opposed by the Company and regardless of the number of shares purchased
pursuant to such offer;
(ii) the date the Company acquires knowledge that any person
or group deemed a person under Section 13(d)-3 of the Exchange Act
(other than the Company, any Subsidiary, any employee benefit plan of
the Company or of any Subsidiary or any entity holding shares of Common
Stock or other securities of the Company for or pursuant to the terms
of any such plan or any individual or entity or group or affiliate
thereof which acquired its beneficial ownership interest prior to the
date the Plan was adopted by the Board), in a transaction or series of
transactions, has become the beneficial owner, directly or indirectly
(with beneficial ownership determined as provided in Rule 13d-3, or any
successor rule, under the Exchange Act), of securities of the Company
entitling the person or group to 30% or more of all votes (without
consideration of the rights of any class or stock to elect directors by
a separate class vote) to which all shareholders of the Company would
be entitled in the election of the Board of Directors were an election
held on such date;
(iii) the date, during any period of two consecutive years,
when individuals who at the beginning of such period constitute the
Board of Directors of the Company cease for any reason to constitute at
least a majority thereof, unless the election, or the nomination for
election by the shareholders of the Company, of each new director was
approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of such period; and
(iv) the date of approval by the shareholders of the Company
of an agreement (a "reorganization agreement") providing for:
(A) The merger or consolidation of the Company
with another corporation where the shareholders of the
Company, immediately prior to the merger or consolidation, do
not beneficially own, immediately after the merger or
consolidation, shares of the corporation issuing cash or
securities in the merger or consolidation entitling such
shareholders to 80% or more of all votes (without
consideration of the rights of any class of stock to elect
directors by a separate class vote) to which all shareholders
of such corporation would be entitled in the election of
directors or where the members of the Board of Directors of
the Company, immediately prior to the merger or consolidation,
do not, immediately after the merger or consolidation,
constitute a majority of the Board of Directors of the
corporation issuing cash or securities in the merger or
consolidation; or
(B) The sale or other disposition of all or
substantially all the assets of the Company.
(c) BOARD AUTHORITY TO MAKE ADJUSTMENTS. Any adjustments under this
Article 15 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under the Plan on
account of any such adjustments.
16. MERGER, CONSOLIDATION, ASSET SALE, LIQUIDATION, ETC.
(a) GENERAL. In the event of any sale, merger, transfer or acquisition
of the Company or substantially all of the assets of the Company in which the
Company is not the surviving corporation, and provided that after the Company
shall have requested the acquiring or succeeding corporation (or an affiliate
thereof), that equivalent options shall be substituted and such successor
corporation shall have refused or failed to assume all options outstanding under
the Plan or issue substantially equivalent options, then any or all outstanding
options under the Plan shall accelerate and become exercisable in full
immediately prior to such event. The Committee will notify holders of options
under the Plan that any such options shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the options will terminate
upon expiration of such notice.
(b) SUBSTITUTE OPTIONS. The Company may grant options under the Plan in
substitution for options held by employees of another corporation who become
employees of the Company, or a subsidiary of the Company, as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by the Company, or
one of its subsidiaries, of property or stock of the employing corporation. The
Company may direct that substitute options be granted on such terms and
conditions as the Board of Directors considers appropriate in the circumstances.
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17. NO SPECIAL EMPLOYMENT RIGHTS.
Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment by
the Company or interfere in any way with the right of the Company at any time to
terminate such employment or to increase or decrease the compensation of the
optionee.
18. OTHER EMPLOYEE BENEFITS.
Except as to plans which by their terms include such amounts as
compensation, the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale of shares received
upon such exercise will not constitute compensation with respect to which any
other employee benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the
Board of Directors.
19. AMENDMENT OF THE PLAN.
(a) The Board of Directors may at any time, and from time to time,
modify or amend the Plan in any respect; PROVIDED, HOWEVER, that if at any time
the approval of the shareholders of the Company is required under Section 422 of
the Code or any successor provision with respect to Incentive Stock Options, or
under Rule 16b-3, the Board of Directors may not effect such modification or
amendment without such approval; and provided, further, that the provisions of
Article 3(c) hereof shall not be amended more than once every six months, other
than to comport with changes in the Code, the Employer Retirement Income
Security Act of 1974, as amended, or the rules thereunder.
(b) The modification or amendment of the Plan shall not, without the
consent of an optionee, affect his or her rights under an option previously
granted to him or her. With the consent of the optionee affected, the Board of
Directors may amend outstanding option agreements in a manner not inconsistent
with the Plan. The Board of Directors shall have the right to amend or modify
(i) the terms and provisions of the Plan and of any outstanding Incentive Stock
Options granted under the Plan to the extent necessary to qualify any or all
such options for such favorable federal income tax treatment (including deferral
of taxation upon exercise) as may be afforded incentive stock options under
Section 422 of the Code and (ii) the terms and provisions of the Plan and of any
outstanding option to the extent necessary to ensure the qualification of the
Plan under Rule 16b-3.
20. WITHHOLDING.
(a) The Company shall have the right to deduct from payments of any
kind otherwise due to the optionee any federal, state or local taxes of any kind
required by law to be withheld with respect to any shares issued upon exercise
of options under the Plan. Subject to the prior approval of the Company, which
may be withheld by the Company in its sole discretion, the optionee may elect to
satisfy such obligations, in whole or in part, (i) by causing the Company to
withhold shares of Common Stock otherwise issuable pursuant to the exercise of
an option or (ii) by delivering to the Company shares of Common Stock already
owned by the optionee. The shares so delivered or withheld shall have a Fair
Market Value equal to such withholding obligation as of the date that the amount
of tax to be withheld is to be determined. An optionee who has made an election
pursuant to this Article 20(a) may only satisfy his or her withholding
obligation with shares of Common Stock which are not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.
(b) The acceptance of shares of Common Stock upon exercise of an
Incentive Stock Option shall constitute an agreement by the optionee (i) to
notify the Company if any or all of such shares are disposed of by the optionee
within two years from the date the option was granted or within one year from
the date the shares were issued to the optionee pursuant to the exercise of the
option, and (ii) if required by law, to remit to the Company, at the time of and
in the case of any such disposition, an amount sufficient to satisfy the
Company's federal, state and local withholding tax obligations with respect to
such disposition, whether or not, as to both (i) and (ii), the optionee is in
the employ of the Company at the time of such disposition.
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(c) Notwithstanding the foregoing, in the case of a Reporting Person
whose options have been granted in accordance with the provisions of Article
3(b) herein, no election to use shares for the payment of withholding taxes
shall be effective unless made in compliance with any applicable requirements of
Rule 16b-3.
21. CANCELLATION AND NEW GRANT OF OPTIONS, ETC.
The Board of Directors shall have the authority to effect, at any time
and from time to time, with the consent of the affected optionees, (i) the
cancellation of any or all outstanding options under the Plan and the grant in
substitution therefor of new options under the Plan covering the same or
different numbers of shares of Common Stock and having an option exercise price
per share which may be lower or higher than the exercise price per share of the
canceled options or (ii) the amendment of the terms of any and all outstanding
options under the Plan to provide an option exercise price per share which is
higher or lower than the then-current exercise price per share of such
outstanding options.
22. EFFECTIVE DATE AND DURATION OF THE PLAN.
(a) EFFECTIVE DATE. The Plan shall become effective when adopted by the
Board of Directors, but no Incentive Stock Option granted under the Plan shall
become exercisable unless and until the Plan shall have been approved by the
Company's shareholders. If such shareholder approval is not obtained within
twelve months after the date of the Board's adoption of the Plan, no options
previously granted under the Plan shall be deemed to be Incentive Stock Options
and no Incentive Stock Options shall be granted thereafter. Amendments to the
Plan not requiring shareholder approval shall become effective when adopted by
the Board of Directors; amendments requiring shareholder approval (as provided
in Article 21) shall become effective when adopted by the Board of Directors,
but no Incentive Stock Option granted after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such Incentive Stock Option to a particular
optionee) unless and until such amendment shall have been approved by the
Company's shareholders. If such shareholder approval is not obtained within
twelve months of the Board's adoption of such amendment, any Incentive Stock
Options granted on or after the date of such amendment shall terminate to the
extent that such amendment to the Plan was required to enable the Company to
grant such option to a particular optionee. Subject to this limitation, options
may be granted under the Plan at any time after the effective date and before
the date fixed for termination of the Plan.
(b) TERMINATION. Unless sooner terminated in accordance with Article
16, the Plan shall terminate upon the earlier of (i) the close of business on
the day next preceding the tenth anniversary of the date of its adoption by the
Board of Directors, or (ii) the date on which all shares available for issuance
under the Plan shall have been issued pursuant to the exercise or cancellation
of options granted under the Plan. If the date of termination is determined
under (i) above, then options outstanding on such date shall continue to have
force and effect in accordance with the provisions of the instruments evidencing
such options.
23. PROVISION FOR FOREIGN PARTICIPANTS.
The Board of Directors may, without amending the Plan, modify awards or
options granted to participants who are foreign nationals or employed outside
the United States to recognize differences in laws, rules, regulations or
customs of such foreign jurisdictions with respect to tax, securities, currency,
employee benefit or other matters.
24. GOVERNING LAW.
The provisions of this Plan shall be governed and construed in
accordance with the laws of the State of New York without regard to the
principles of conflicts of laws.
Adopted by the Board of Directors on November 20, 1998.
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Exhibit 5.1
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 Lexington Avenue
New York, New York 10022
Telephone: (212) 735-8600
Facsimile: (212) 735-8708
September 14, 1999
Enzo Biochem, Inc.
60 Executive Boulevard
Farmingdale, New York 11735
RE: 1999 STOCK OPTION PLAN
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Gentlemen:
In our capacity as counsel to Enzo Biochem, Inc., a New York corporation
(the "Company"), we have been requested to render this opinion in connection
with a registration statement on Form S-8 (the "Registration Statement") being
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, covering an aggregate of 950,000 shares (the
"Shares") of common stock, $.01 par value per share (the "Common Stock"), of the
Company issuable upon the exercise of certain stock options (the "Options")
granted or to be granted under the Company's 1999 Stock Option Plan (the
"Plan").
In furnishing our opinion, we have examined the Certificate of
Incorporation, as amended, of the Company, and such other instruments and
documents as we have deemed relevant and necessary as the basis for our opinion
expressed herein. We have examined originals or certified, conformed, or
photostatic copies of all documents, the authenticity of which has been
established to our satisfaction. In all such examinations, we have assumed the
genuineness of all signatures on original and certified documents, and the
conformity to executed documents of all executed copies submitted to us as
conformed or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issuable upon exercise of the Options have been duly authorized and, when
paid for and issued in accordance with the terms of the Options, will be duly
and validly issued shares of Common Stock.
We hereby consent to use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ MORRISON COHEN SINGER & WEINSTEIN, LLP
------------------------------------------
Morrison Cohen Singer & Weinstein, LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 333-00000) pertaining to the 1999 Stock Option Plan of
Enzo Biochem, Inc. of our report dated October 14, 1998, with respect to the
consolidated financial statements and schedule of Enzo Biochem, Inc. included in
its Annual Report (Form 10-K) for the fiscal year ended July 31, 1998, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Melville, New York
September 14, 1999
