SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A1
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended MARCH 31, 1995 Commission File No. 0-
12957
ENZON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2372868
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
20 KINGSBRIDGE ROAD, PISCATAWAY, NEW JERSEY 08854
(Address of principal executive offices) (Zip Code)
(908) 980-4500
(Registrant's telephone number, including area code:)
40 KINGSBRIDGE ROAD, PISCATAWAY, NEW JERSEY, 08854
(Former address if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
The number of shares of common stock, $.01 par value, outstanding as of May 5,
1995 was 25,481,385 shares.
PART II OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) An annual meeting of stockholders was held on January 10, 1995.
(b) The directors elected at the annual meeting were A.M. "Don" MacKinnon
and Randy H. Thurman. The term of office as a director for each of
Peter G. Tombros, Abraham Abuchowski, Robert LeBuhn and Dr. Rosina B.
Dixon continued after the annual meeting.
(c) The matters voted upon at the annual meeting and the results of the
voting are set forth below. Brokers' non-votes were not applicable.
(i) The stockholders voted 20,898,395 shares in favor and withheld
666,542 votes with respect to the election of A.M. "Don" MacKinnon
as a Class II director of the Company and 20,910,845 shares in favor
and withheld 654,092 votes with respect to the election of Randy H.
Thurman as a Class II director of the Company.
(ii)The stockholders voted 20,963,662 shares in favor, 493,832 against
and 107,443 abstained with respect to a proposal to ratify the
selection of KPMG Peat Marwick LLP to audit the Company's
consolidated financial statements for the fiscal year ending June
30, 1995.
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K).
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<CAPTION>
Exhibit Page Number or
NUMBER DESCRIPTION Incorporation BY
REFERENCE
<S> <C> <C>
1.1 Form of Third Amended and Restated Purchase Agreement by and between
the Company and Susquehanna Brokerage Services, Inc. dated as of June
24,
1994 ##(1.1)
4.0 Certificate of Designation for the Series A Cumulative Convertible
Preferred Stock filed with the Secretary of State of Delaware *(4.0)
10.0 Employment Agreement dated March 25, 1994 with Peter G. Tombros #(10.17)
10.1 Termination Agreement and General Release dated May 17, 1994 with
Edward Ehrenberg ###(10.3)
10.2 Form of Change of Control Agreements dated as of January 20, 1995
entered E1
into with the Company's Executive Officers
10.3 Lease - 300-C Corporate Court, South
Plainfield, New Jersey ***(10.3)
10.4 Modification of Lease - 300-C Corporate Court, South Plainfield
New Jersey ++(10.3)
10.5 Lease Termination Agreement dated March 31, 1995 for
20 Kingsbridge Road and 40 Kingsbridge Road, Piscataway, New Jersey E2
10.6 Option Agreement dated April 1, 1995 regarding 20 Kingsbridge Road,
Piscataway, New Jersey E3
10.7 Lease - 20 Kingsbridge Road, Piscataway, New Jersey E4
10.8 Form of Lease - 40 Cragwood Road, South
Plainfield, New Jersey ****(10.9)
10.9 Lease 300A-B Corporate Court, South Plainfield, New Jersey (10.10)
10.10 Stock Purchase Agreement dated March 5, 1987
between the Company and Eastman Kodak Company ****(10.7)
10.11 Amendment dated June 19, 1989 to Stock Purchase
Agreement between the Company and
Eastman Kodak Company **(10.10)
10.12 Form of Stock Purchase Agreement between the Company
and the purchasers of the Series A Cumulative
Convertible Preferred Stock +(10.11)
10.13 Amendment to License Agreement and Revised License Agreement
between the Company and Research Corporation dated
April 25, 1985 +++(10.5)
10.14 Amendment dated as of May 3, 1989 to Revised License Agreement
dated April 25, 1985 between the Company and Research
Corporation **(10.14)
10.15 License Agreement dated September 7, 1989 between the Company
and Research Corporation Technologies **(10.15)
10.16 Master Lease Agreement and Purchase Leaseback Agreement dated
October 28, 1994 between the Company and Comdisco, Inc. ####(10.16)
27.0 Financial Data Schedule E-5
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* Previously filed as exhibits to the Company's Registration Statement on Form
S-2 (File No. 33-34874) and incorporated herein by reference thereto.
** Previously filed as exhibits to the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1989 and incorporated herein by reference
thereto.
*** Previously filed as exhibits to the Company's Registration Statement on Form
S-18 (File No. 2-88240-NY) and incorporated herein by reference thereto.
**** Previously filed as exhibits to the Company's Registration Statement On Form
S-1 (File No. 2-96279) filed with the Commission and incorporated herein
by reference thereto.
+ Previously filed as exhibits to the Company's Registratsion Statement on Form
S-1 (File No. 33-39391) filed with the Commission and incorporated herein by
reference thereto.
++ Previously filed as exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1992 and incorporated herein by reference thereto.
+++ Previously filed as an exhibit to the Company's Annual Rerort on Form 10-K for
the fiscal year ended June 30, 1985 and incorporated herein by reference thereto.
++++ Previously filed as exhibits to the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1993 and incorporated herein by reference thereto.
# Previously filed as exhibit to the Company's Current Report on Form 8-K dated
April 5, 1994 and incorporated herein by reference thereto.
## Previously filed as exhibit to the Company's Registration Statement on Form S-3
(File No. 33-80790) and incorporated herein by reference thereto.
### Previously filed as exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1994 and incorporated herein by reference
thereto.
#### Previously filed as exhibit to the Company's quarterly report on Form 10-Q
for the quarter ended December 31, 1994.
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(b) Reports on Form 8-K
On January 13, 1995, the Company filed with the Commission a Current Report
on Form 8-K dated December 6, 1994 relating to (i) the signing of a revised U.S.
marketing license agreement of ONCASPAR with RPR and (ii) the initiation of
clinical trials for the Company's product, LYSODASE.
On January 25, 1995, the Company filed with the Commission a Current Report on
Form 8-K dated January 20, 1995 relating to the Company's (i) receipt from the
FDA of permission to
begin clinical
trials of its
hemoglobin-based
oxygen carrier, PEG-
hemoglobin; and (ii)
reduction in its
workforce by 22
employees in
connection with its
on-going cost
reduction program.
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SIGNATURES
Pursuant
to the requirements
of the Securities
Exchange Act of
1934, the Registrant
has duly caused this
amendment to this
report to be signed
on its behalf by the
undersigned
thereunto duly
authorized.
ENZON,
INC.
(Registrant)
Date: July 19, 1995By: /PETER G. TOMBROS
Peter
G. Tombros
President
and Chief Executive
Officer
By:
/KENNETH J. ZUERBLIS
Kenneth
J. Zuerblis
Vice
President, Finance
(Principal
Financial
and
Accounting Officer)
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Enzon,
Inc. and Subsidiaries Consolidated Consdensed Balance Sheet as of March 31, 1995
and the Consolidated Condensed Statement of Operations for the three months
ended March 31, 1995 and the nine months ended March 31, 1995 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> JUN-30-1995 JUN-30-1995
<PERIOD-END> MAR-31-1995 MAR-31-1995
<CASH> 4,725,242 4,725,242
<SECURITIES> 0 0
<RECEIVABLES> 2,601,508 2,601,508
<ALLOWANCES> 0 0
<INVENTORY> 905,776 905,776
<CURRENT-ASSETS> 8,877,014 8,877,014
<PP&E> 15,929,784 15,929,784
<DEPRECIATION> 9,616,710 9,616,710
<TOTAL-ASSETS> 17,254,192 17,254,192
<CURRENT-LIABILITIES> 6,024,263 6,024,263
<BONDS> 0 0
<COMMON> 254,814 254,814
0 0
1,090 1,090
<OTHER-SE> 6,545,368 6,545,368
<TOTAL-LIABILITY-AND-EQUITY> 17,254,192 17,254,192
<SALES> 3,912,273 8,071,597
<TOTAL-REVENUES> 4,814,278 10,873,602
<CGS> 824,936 2,212,162
<TOTAL-COSTS> 5,652,298 17,617,591
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 205 3,793
<INCOME-PRETAX> (664,027) (5,799,255)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (664,027) (5,799,255)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (664,027) (5,799,255)
<EPS-PRIMARY> ($0.03) ($0.24)
<EPS-DILUTED> 0 0
</TABLE>
