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) MARCH 15, 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)
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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 C Convertible Preferred Stock, par
value $.01 per share (the "Preferred Stock" or "Preferred Shares") to an
accredited investor (the "Purchaser") who purchased securities from the
Company in January 1996 pursuant to Regulation D of the Securities Act of
1933. The Company issued 266,667 shares of Common Stock (the "Common
Shares") for an aggregate purchase price of $1,000,000 and 20,000 shares of
Preferred Stock for an aggregate purchase price of $2,000,000. The
Preferred Shares will not pay a dividend.
The Preferred Shares are convertible into Common Stock at 80% of the
average market value of the Common Stock at the time of conversion, as may
be adjusted upon the occurrence of certain events. 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 200,000
five-year warrants to purchase Common Stock (the "Warrants") exercisable at
$5.63 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"), or amend its
registration statement on Form S-3 filed by the Company with respect to the
securities sold to the Purchaser in January 1996, 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 4.95% 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.
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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: March 22, 1996
ENZON, INC.
(Registrant)
By: /S/KENNETH J. ZUERBLIS
Kenneth J. Zuerblis
Vice President, Finance
and Chief Financial
Officer
