SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1998 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)
(732) 980-4500
(Registrant's telephone number, including area code:)
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 6,
1998 was 31,326,493 shares.
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
ENZON, INC AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
March 31, 1998 and June 30, 1997
<TABLE>
<CAPTION>
March 31, June 30,
ASSETS 1998 1997
------------- -------------
(unaudited) *
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,628,242 $ 8,315,752
Accounts receivable 3,005,120 2,433,762
Inventories 555,540 859,873
Other current assets 801,424 87,732
------------- -------------
Total current assets 10,990,326 11,697,119
------------- -------------
Property and equipment 15,098,112 15,676,525
Less accumulated depreciation and amortization 13,137,908 12,923,802
------------- -------------
1,960,204 2,752,723
------------- -------------
Other assets:
Investments 74,416 78,293
Other assets, net 831,913 34,575
Patents, net 1,326,709 1,442,568
------------- -------------
2,233,038 1,555,436
------------- -------------
Total assets $ 15,183,568 $ 16,005,278
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,532,012 $ 1,910,737
Accrued expenses 3,736,315 3,504,966
------------- -------------
Total current liabilities 5,268,327 5,415,703
------------- -------------
Accrued rent 766,927 870,012
Royalty advance - RPR 78,305 1,177,682
------------- -------------
845,232 2,047,694
------------- -------------
Commitments and contingencies
Stockholders' equity:
Preferred stock-$.01 par value, authorized 3,000,000 shares: issued and
outstanding 108,000 shares at March 31, 1998 and 109,000 shares at June 30,
1997 (liquidating preference aggregating $2,700,000 at March 31, 1998 and
$2,725,000 at June 30, 1997) 1,080 1,090
Common stock-$.01 par value, authorized 60,000,000 shares;
issued and outstanding 31,324,368 shares at March
31, 1998 and 30,797,735 shares at June 30, 1997 313,244 307,977
Additional paid-in capital 123,220,272 121,426,159
Accumulated deficit (114,464,587) (113,193,345)
------------- -------------
Total stockholders' equity 9,070,009 8,541,881
------------- -------------
Total liabilities and stockholders' equity $ 15,183,568 $ 16,005,278
============= =============
</TABLE>
* Condensed from audited financial statements.
The accompanying notes are an integral part of these unaudited
consolidated condensed financial statements.
2
<PAGE>
ENZON, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Three Months and Nine Months Ended March 31, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31, March 31, March 31, March 31,
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues
Sales $ 2,591,785 $ 2,350,113 $ 9,196,260 $ 8,624,679
Contract revenue 18,039 31,758 2,330,648 1,131,067
------------ ------------ ------------ ------------
Total revenues 2,609,824 2,381,871 11,526,908 9,755,746
------------ ------------ ------------ ------------
Costs and expenses
Cost of sales 640,874 1,070,822 2,380,264 3,051,136
Research and development expenses 2,356,143 2,073,030 6,488,850 6,482,864
Selling, general and administrative expenses 1,449,117 1,356,249 4,275,801 4,085,861
------------ ------------ ------------ ------------
Total costs and expenses 4,446,134 4,500,101 13,144,915 13,619,861
------------ ------------ ------------ ------------
Operating loss (1,836,310) (2,118,230) (1,618,007) (3,864,115)
------------ ------------ ------------ ------------
Other income (expense)
Interest and dividend income 111,351 113,641 376,914 433,552
Interest expense (2,459) (2,613) (13,364) (14,213)
Other -- 15,413 (1,845) 23,528
------------ ------------ ------------ ------------
108,892 126,441 361,705 442,867
------------ ------------ ------------ ------------
Net loss ($ 1,727,418) ($ 1,991,789) ($ 1,256,302) ($ 3,421,248)
============ ============ ============ ============
Basic and diluted loss per common share ($ 0.06) ($ 0.07) ($ 0.05) ($ 0.13)
============ ============ ============ ============
Weighted average number of common shares
issued and outstanding 31,200,750 29,798,374 31,012,402 28,462,602
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these unaudited
consolidated condensed financial statements.
3
<PAGE>
ENZON, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended March 31, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($ 1,256,302) ($ 3,421,248)
Adjustment for depreciation and amortization 948,381 1,282,515
Loss (gain) on retirement of equipment 1,845 (15,413)
Non-cash expense for issuance of common stock and stock options 155,197 137,841
Decrease in accrued rent (103,085) (79,236)
Decrease in royalty advance - RPR (965,636) (602,455)
Changes in assets and liabilities (2,053,567) (239,630)
------------ ------------
Net cash used in operating activities (3,273,167) (2,937,626)
------------ ------------
Cash flows from investing activities:
Capital expenditures (124,977) (817,050)
Proceeds from sale of equipment 83,129 660,726
------------ ------------
Net cash used in investing activities (41,848) (156,324)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of common stock 1,629,233 26,607
Principal payments of obligations under capital leases (1,728) (1,734)
------------ ------------
Net cash provided by financing activities 1,627,505 24,873
------------ ------------
Net decrease in cash and cash equivalents (1,687,510) (3,069,077)
Cash and cash equivalents at beginning of period 8,315,752 12,666,050
------------ ------------
Cash and cash equivalents at end of period ($ 6,628,242) ($ 9,596,973)
============ ============
</TABLE>
The accompanying notes are an integral part of these unaudited
consolidated condensed financial statements.
4
<PAGE>
ENZON, INC. AND SUBSIDIARIES
Notes To Consolidated Condensed Financial Statements
(Unaudited)
(1) Organization and Basis of Presentation
The unaudited consolidated condensed financial statements have been
prepared from the books and records of Enzon, Inc. and subsidiaries in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal and recurring adjustments) considered necessary for a fair
presentation have been included. Interim results are not necessarily indicative
of the results that may be expected for the year.
(2) Net Loss Per Share
Basic loss per common share is based on the net loss for the relevant
period, adjusted for cumulative undeclared preferred stock dividends of $54,000
and $55,000 for the three months ended March 31, 1998 and 1997, and $162,000 and
$164,000 for the nine months ended March 31, 1998 and 1997, respectively,
divided by the weighted average number of common shares issued and outstanding
during the period.
Diluted loss per common share for the three and nine months ended March 31,
1998 and 1997, is based on the net loss for the relevant period adjusted for
cumulative undeclared preferred stock dividends of $54,000 and $55,000 for the
three months ended March 31, 1998 and 1997, respectively, and $162,000 and
$164,000 for the nine months ended March 31, 1998 and 1997, respectively,
divided by the weighted average number of common shares issued and outstanding
during the period. The exercise or conversion of all dilutive potential common
shares is not included, due to the net loss recorded for the three months ended
March 31, 1998 and 1997 and the nine months ended March 31, 1998 and 1997.
(3) Inventories
The composition of inventories at March 31, 1998 and June 30, 1997 is as
follows:
March 31, June 30,
1998 1997
---- ----
Raw Materials $218,000 $269,000
Work in process 178,000 269,000
Finished goods 160,000 322,000
-------- --------
$556,000 $860,000
======== ========
(4) Cash Flow Information
The Company considers all highly liquid securities with original maturities
of three months or less to be cash equivalents. Cash payments for interest were
approximately $13,000 and $14,000 for the nine months ended March 31, 1998 and
1997, respectively. There were no income tax payments made for the nine months
ended March 31, 1998 and 1997.
5
<PAGE>
ENZON, INC. AND SUBSIDIARIES
Notes To Consolidated Condensed Financial Statements, Continued
(Unaudited)
During the nine months ended March 31, 1998, 1,000 shares of Series A
Cumulative Convertible Preferred Stock ("Series A Preferred Stock") were
converted to 2,272 shares of Common Stock. Accrued dividends of $15,000, on the
Series A Preferred Stock that was converted during the nine months ended March
31, 1998, were settled by issuing 1,358 shares of Common Stock and cash payments
totaling $10 for fractional shares. There were no conversions of Series A
Preferred Stock during the nine months ended March 31, 1997. These transactions
are non-cash financing activities.
During the nine months ended March 31, 1997, the Company's Series C
Convertible Preferred Stock was exchanged for 20,000 shares of newly issued
Series D Convertible Preferred Stock. The 20,000 shares of Series D Convertible
Preferred Stock and 40,000 shares of Series B Convertible Preferred Stock were
converted during the nine months ended March 31, 1997 into 1,015,228 and
2,038,989 shares of Common Stock, respectively. Cash payments of $4 were made
for fractional shares related to these conversions. These transactions are
non-cash financing activities.
(5) Non-Qualified Stock Option Plan
During the nine months ended March 31, 1998, the Company issued 593,000
stock options at an average exercise price of $5.87 per share under the
Company's Non-Qualified Stock Option Plan, as amended, of which 80,000 were
granted to executive officers of the Company and 63,000 were granted to
non-executive members of the Board of Directors. Of the options granted during
the period, 10,000 are exercisable as of March 31, 1998. All options were
granted with exercise prices that equaled or exceeded the fair market value of
the underlying stock on the date of grant.
(6) Commitment and Contingencies
During the quarter ended March 31, 1998, the Company amended its long-term
supply agreement for unmodified L-asparaginase, one of the raw materials used in
ONCASPAR produced for the North American market. The amendment extended the term
of the supply agreement and the time for the Company to fulfill its remaining
$1,300,000 in minimum purchase commitments until December 31, 1999. In
consideration for the extension, the Company paid $75,000 and made an advance
payment of $1,300,000 for the remaining minimum purchase commitment under the
agreement. The advance is shown as a long term other asset with the
corresponding current portion included in other current assets on the
consolidated condensed balance sheet as of March 31, 1998. The supplier will
deliver the prepaid inventory at the Company's request through December 31,
1999. Any inventory that is not taken by the Company by December 31, 1999 will
be forfeited.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Information contained herein contains "forward-looking statements" which can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should," or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy. No assurance can be given that the future results covered by the
forward-looking statements will be achieved. The matters set forth in Exhibit
99.0 to the Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1997, which is incorporated herein by reference, constitute cautionary
statements identifying important factors with respect to such forward-looking
statements, including certain risks and uncertainties, that could cause actual
results to vary materially from the future results indicated in such
forward-looking statements. Other factors could also cause actual results to
vary materially from the future results indicated in such forward-looking
statements.
Results of Operations
Three months ended March 31, 1998 vs. Three months ended March 31, 1997
Revenues. Revenues for the three months ended March 31, 1998 increased by 10% to
$2,610,000 as compared to $2,382,000 for the same period in 1997. Revenues for
the three months ended March 31, 1998 and 1997 are comprised of sales and
contract revenues. Sales increased by 10% to $2,592,000 for the three months
ended March 31, 1998 as compared to $2,350,000 for the same period in the prior
year, due to increased ADAGEN(R) sales resulting from an increase in patients
receiving the product. ADAGEN sales for the three months ended March 31, 1998
and 1997 were $2,497,000 and $2,069,000, respectively. The increase in ADAGEN
sales was partially offset by a decline in revenues from ONCASPAR(R), which is
marketed in the U.S. by Rhone-Poulenc Rorer Pharmaceuticals Inc. ("RPR") and in
Europe by MEDAC GmbH ("MEDAC"). ONCASPAR revenues are comprised of manufacturing
revenues as well as royalties on sales of ONCASPAR by RPR. ONCASPAR revenues
decreased as a result of a decrease in manufacturing revenues due to the timing
of shipments of the product to the Company's marketing partners. During the
three months ended March 31, 1998 and 1997, the Company had export sales of
$823,000 and $661,000, respectively. Sales in Europe were $697,000 and $556,000
for the three months ended March 31, 1998 and 1997, respectively.
Cost of Sales. Cost of sales, as a percentage of sales decreased to 25% for the
three months ended March 31, 1998 as compared to 46% for the same period in
1997. The decrease was primarily due to the write-off in the prior year of
approximately $402,000 in excess ONCASPAR raw material, as well as a decrease in
the charge recorded for the three months ended March 31, 1998 for idle capacity
at the Company's manufacturing facility. There were no similar write-offs of
ONCASPAR raw material during the quarter due to the amendment of the Company's
supply agreement for this material. During January 1998, the Company amended its
supply agreement for this material which extended the period available for the
Company to accept delivery of its remaining purchase commitment through 1999, in
exchange for a $1,300,000 advance payment of the remaining purchase commitment.
(See Note 6 to the Consolidated Condensed Financial Statements). While it is
possible that the Company may incur similar losses on its remaining purchase
commitment under the amended supply agreement, the Company does not consider
such losses probable, nor can the amount of any loss which may be incurred in
the future presently be estimated due to a number of factors, including, but not
limited to, potential increased demand for ONCASPAR from RPR or expansion into
additional markets outside the U.S. If the Company does not achieve increases in
sales of ONCASPAR beyond current levels, a loss would be incurred on the
remaining purchase commitment. During the quarter ended March 31, 1998, the
Company utilized approximately 39% of its manufacturing capacity for the
production of its approved products.
Research and Development. Research and development expenses for the three months
ended March 31, 1998 increased by 14% to $2,356,000 as compared to $2,073,000
for the same period in 1997. The increase in research and development expenses
was primarily due to (i) increased costs related to the production of
PEG-Camptothecin in preparation for the filing of an Investigational New Drug
Application with the United States Food and Drug
7
<PAGE>
Administration and (ii) increases in personnel costs, such as wages, payroll
taxes and benefits. PEG-Camptothecin, or Prothecan, is a PEG modified version of
Camptothecin, a topo-1 inhibitor, that utilizes the Company's new third
generation PEG technology.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three months ended March 31, 1998 increased by
7% to approximately $1,449,000, as compared to $1,356,000 for the same period in
1997, due to (i) increases in personnel costs, such as wages, payroll taxes and
benefits and (ii) increased recruiting fees, related to the Company's search for
a Business Development Executive.
Other Income/Expense. Other income/expense decreased to $109,000 for the three
months ended March 31, 1998 as compared to $126,000 for the same period last
year. The decrease was attributable to a gain on the sale of equipment recorded
during the prior year.
Nine months ended March 31, 1998 vs. Nine months ended March 31, 1997
Revenues. Revenues for the nine months ended March 31, 1998 increased by 18% to
$11,527,000 as compared to $9,756,000 for the same period in 1997. The
components of revenues are sales and contract revenues. Sales increased by 7% to
$9,196,000 for the nine months ended March 31, 1998 as compared to $8,625,000
for the same period in the prior year, due to an increase in ADAGEN sales
resulting from an increase in patients receiving the product. ADAGEN sales for
the nine months ended March 31, 1998 and 1997 were $7,491,000 and $6,523,000,
respectively. The increase in ADAGEN sales was partially offset by a decline in
revenues from ONCASPAR. ONCASPAR revenues are comprised of manufacturing
revenues as well as royalties on sales of ONCASPAR by RPR. ONCASPAR revenues
decreased due to a decline in manufacturing revenue resulting from the timing of
ONCASPAR shipments made to the Company's marketing partners. The decrease in
manufacturing revenue was partially offset by increased royalties due to an
increase in sales of ONCASPAR by RPR. Contract revenue for the nine months ended
March 31, 1998 increased to $2,331,000, as compared to $1,131,000 for the same
period in 1997. The increase was principally due to an increase in milestone
payments received under the Company's licensing agreement for PEG-Intron A with
Schering-Plough Corporation ("Schering-Plough"). During the nine months ended
March 31, 1998, the Company recognized $2,200,000 in milestone payments received
as a result of Schering-Plough advancing PEG-Intron A into a Phase III clinical
trial. PEG-Intron A is a modified form of Schering-Plough's INTRON(R)A
(interferon alfa-2b, recombinant), developed by Enzon to have longer-acting
properties. INTRON A is a genetically engineered anticancer and antiviral agent,
developed and marketed worldwide by Schering-Plough. Sales of INTRON A by
Schering-Plough were $598 million in 1997. The worldwide market for alpha
interferon is estimated to be in excess of $1 billion. Under the Company's
licensing agreement, Enzon is entitled to royalties on product sales and has the
option to become Schering-Plough's exclusive manufacturer of PEG-Intron A for
the U.S. market. During the prior year, the Company received a $1,000,000
milestone payment under the same licensing agreement with Schering-Plough.
During the nine months ended March 31, 1998 and 1997, the Company had export
sales of $1,952,000 and $1,832,000, respectively. Sales in Europe were
$1,547,000 for each of the nine months ended March 31, 1998 and 1997.
Cost of Sales. Cost of sales, as a percentage of sales, decreased to 26% for the
nine months ended March 31, 1998 as compared to 35% for the same period in 1997.
The decrease was due primarily to the prior year's expense of approximately
$540,000 related to excess ONCASPAR raw material and purchase commitments
related to the Company's supply agreement for this material.
Research and Development. Research and development expenses for the nine months
ended March 31, 1998 remained relatively unchanged at $6,489,000 as compared to
$6,483,000 for the same period in 1997.
8
<PAGE>
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the nine months ended March 31, 1998 increased by
approximately 5% to $4,276,000, as compared to $4,086,000 for the same period in
1997. The increase was primarily due to an increase in personnel and related
costs.
Other Income/Expense. Other income/expense decreased by $81,000 to $362,000 for
the nine months ended March 31, 1998 as compared to $443,000 for the same period
last year. The decrease was attributable to a decline in interest income due to
a decrease in interest bearing investments, as well as a gain on the sale of
equipment recorded during the prior year.
Liquidity and Capital Resources
The Company had $6,628,000 in cash and cash equivalents as of March 31,
1998. The Company invests its excess cash in a portfolio of high-grade
marketable securities and United States government-backed securities.
The Company's cash reserves as of March 31, 1998 decreased by $1,688,000
from June 30, 1997. The decrease in cash reserves was caused by the funding of
operations for the nine months ended March 31, 1998.
The Company's exclusive U.S. marketing rights license with RPR for ONCASPAR
provides for a payment of $3,500,000 in advance royalties which was received in
January 1995. Under the agreement, as amended, royalties will be offset against
a credit of $5,970,000, which represents the royalty advance plus reimbursement
of certain amounts due RPR under the previous agreement and interest expense,
before cash payments will be made under the agreement. The royalty advance is
shown as a long term liability with the corresponding current portion included
in accrued expenses on the consolidated condensed balance sheets and will be
reduced as royalties are recognized under the agreement. Through March 31, 1998,
an aggregate of $4,024,000 in royalties payable by RPR have been offset against
the original credit.
As of March 31, 1998, 941,808 shares of Series A Cumulative Convertible
Preferred Stock ("Series A Preferred Stock") have been converted into 3,095,683
shares of the Company's common stock (the "Common Stock"). Accrued dividends on
the converted Series A Preferred Stock in the aggregate of $1,807,000 were
settled by the issuance of 233,741 shares of Common Stock. The Company does not
presently intend to pay cash dividends on the Series A Preferred Stock. As of
March 31, 1998, there were $1,733,000 of accrued and unpaid dividends on the
Series A Preferred Stock. These dividends are payable in cash or Common Stock at
the Company's option and accrue on the outstanding Series A Preferred Stock at
the rate of $216,000 per year.
To date, the Company's sources of cash have been the proceeds from the sale
of its stock through public and private placements, sales of ADAGEN, sales of
ONCASPAR, sales of its products for research purposes, contract research and
development fees, technology transfer and license fees and royalty advances. The
Company's current sources of liquidity are its cash, cash equivalents and
interest earned on such cash reserves, sales of ADAGEN, sales of ONCASPAR, sales
of its products for research purposes and license fees. Management believes that
its current sources of liquidity will be sufficient to meet its anticipated cash
requirements, based on current spending levels, for approximately the next two
years.
Upon exhaustion of the Company's current cash reserves, the Company's
continued operations will depend on its ability to realize significant revenues
from the commercial sale of its products, raise additional funds through equity
or debt financing, or obtain significant licensing, technology transfer or
contract research and development fees. There can be no assurance that these
sales, financings or revenue generating activities will be successful.
9
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
10
<PAGE>
PART II OTHER INFORMATION
Item 2. Changes in Securities
In March 1998, the Company issued 2,526 shares of unregistered Common Stock
for aggregate consideration of $15,000. These shares were issued to consultants
for services rendered to the Company. The foregoing transaction was consummated
as a private sale pursuant to Section 4(2) of the Securities Act of 1933, as
amended.
Item 5. Other Information.
On May 13, 1998, the Company announced that its marketing partner, RPR, has
expanded its license agreement to sell Enzon's Pegaspargase product in the
Pacific Rim. RPR currently sells Pegaspargase under the trade name ONCASPAR(R)
in the United States and Canada, and also has exclusive rights for Mexico.
Pegaspargase is approved in the U.S., Canada and West Germany for the treatment
of ALL patients who are hypersensitive to the native enzyme. Pegasparagase is
also approved in Russia. The product will be registered and marketed throughout
Europe under an agreement with Medac, a German oncology company based in Hamburg
and 25% owned by Schering AG. Enzon has also licensed Tzamal Pharma Ltd. to
market the product in Israel, and is pursuing agreements with other companies
for the remaining unlicensed territories, primarily South America.
ONCASPAR is the native enzyme L-asparaginase modified by Enzon's
proprietary polyethylene glycol (PEG) technology. The treatment with ONCASPAR
requires only about one-tenth the number of doses as are required for the
competing therapy. ONCASPAR provides patients with an increased quality of life,
as well as cost advantages, in addition to a reduction in immune reactions.
RPR and Medac are currently conducting clinical trials to potentially
expand the indications for ONCASPAR. These trials include front-line therapy of
acute lymphoblastic leukemia (ALL), non-Hodgkin's lymphoma and AIDS related
lymphoma.
Item 6. Exhibit and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K).
<TABLE>
<CAPTION>
Page Number or
Exhibit Incorporation
Number Description By Reference
- ------- ----------- -------------
<S> <C> <C>
3(i) Certificate of Incorporation, as amended ^
3(ii) By-laws, as amended *(4.2)
3(iii) Certificate of Designations, Preferences and Rights of Series D Convertible
Preferred Stock ^^^^3(iii)
3(iv) Amendment to Certificate of Incorporation dated January 5, 1998 ###3(iv)
10.0 Employment Agreement dated March 25, 1994 with Peter G. Tombros #(10.17)
10.1 Form of Change of Control Agreements dated as of January 20, 1995 entered
into with the Company's Executive Officers ~(10.2)
10.2 Lease - 300-C Corporate Court, South
Plainfield, New Jersey ***(10.3)
10.4 Lease Termination Agreement dated March 31, 1995 for
20 Kingsbridge Road and 40 Kingsbridge Road, Piscataway, New Jersey ~(10.6)
10.5 Option Agreement dated April 1, 1995 regarding 20 Kingsbridge Road,
Piscataway, New Jersey ~(10.7)
10.6 Form of Lease - 40 Cragwood Road, South
Plainfield, New Jersey ****(10.9)
10.7 Lease 300A-B Corporate Court, South Plainfield, New Jersey +++(10.10)
10.8 Stock Purchase Agreement dated March 5, 1987
between the Company and Eastman Kodak Company ****(10.7)
10.9 Amendment dated June 19, 1989 to Stock Purchase
Agreement between the Company and
Eastman Kodak Company **(10.10)
10.10 Form of Stock Purchase Agreement between the Company and the
purchasers of the Series A Cumulative
Convertible Preferred Stock +(10.11)
10.11 Amendment to License Agreement and Revised License Agreement
between the Company and RCT dated
April 25, 1985 ++++(10.5)
10.12 Amendment dated as of May 3, 1989 to Revised License
Agreement dated April 25, 1985 between the Company and
Research Corporation **(10.14)
10.13 License Agreement dated September 7, 1989 between the Company and
11
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<S> <C> <C>
Research Corporation Technologies, Inc. **(10.15)
10.14 Master Lease Agreement and Purchase Leaseback Agreement dated
October 28, 1994 between the Company and Comdisco, Inc. ##(10.16)
10.15 Employment Agreement with Peter G. Tombros dated as of
April 5, 1997 ^^^^(10.15)
10.16 Stock Purchase Agreement dated as of June 30, 1995 ~~~(10.16)
10.17 Securities Purchase Agreement dated as of January 31, 1996 ~~~(10.17)
10.18 Registration Rights Agreements dated as of January 31, 1996 ~~~(10.18)
10.19 Warrants dated as of February 7, 1996 and issued pursuant to the Securities
Purchase Agreement dated as of January 31, 1996 ~~~(10.19)
10.20 Securities Purchase Agreement dated as of March 15, 1996 ^(10.20)
10.21 Registration Rights Agreement dated as of March 15, 1996 ^(10.21)
10.22 Warrant dated as of March 15, 1996 and issued pursuant to the Securities Purchase
Agreement dated as of March 15, 1996 ^(10.22)
10.23 Amendment dated March 25, 1994 to License Agreement dated
September 7, 1989 between the Company and Research Corporation
Technologies, Inc. ^^(10.23)
10.24 Independent Directors' Stock Plan ^^(10.24)
10.25 Stock Exchange Agreement dated February 28, 1997, by and between the
Company and GFL Performance Fund Ltd. ^^^(10.25)
10.26 Agreement Regarding Registration Rights Under Registration Rights Agreement
dated March 10, 1997, by and between the Company and Clearwater Fund IV
LLC ^^^(10.26)
27.0 Financial Data Schedule /
99.0 Factors to Consider in Connection with Forward-Looking Statements ^^^^(99.0)
</TABLE>
/ Filed herewith.
* Previously filed as an exhibit 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 an exhibit 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 an exhibit to the Company's Registration Statement on
Form S-1 (File No. 33-39391) filed with the Commission and incorporated
herein by reference thereto.
+++ Previously filed as an exhibit 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 an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1985 and incorporated herein by
reference thereto.
# Previously filed as an exhibit to the Company's Current Report on Form 8-K
dated April 5, 1994 and incorporated herein by reference thereto.
12
<PAGE>
## Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1994 and incorporated herein by
reference thereto.
### Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1997 and incorporated herein by
reference thereto.
~ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995 and incorporated herein by
reference thereto.
~~ Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1995 and incorporated herein by
reference thereto.
~~~ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1995 and incorporated herein by
reference thereto.
^ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996 and incorporated herein by
reference thereto.
^^ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1996 and incorporated herein by
reference thereto.
^^^ Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997 and incorporated herein by
reference thereto.
^^^^ Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended June 30, 1997 and incorporated herein by reference
thereto.
(b) Reports on Form 8-K
None
13
<PAGE>
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 thereunto duly authorized.
ENZON, INC.
(Registrant)
Date: May 14, 1998 By: /s/Peter G. Tombros
-------------------------
Peter G. Tombros
President and Chief Executive
Officer
By: /s/Kenneth J. Zuerblis
-------------------------
Kenneth J. Zuerblis
Vice President, Finance and
Chief Financial Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Enzon, Inc. and Subsidiaries Consolidated Condensed Balance Sheet as of
March 31, 1998 and the Consolidated Condensed Statement of Operations for
the three and nine months ended March 31, 1998 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-30-1998 JUN-30-1998
<PERIOD-END> MAR-31-1998 MAR-31-1998
<CASH> 6,628,242 6,628,242
<SECURITIES> 0 0
<RECEIVABLES> 3,005,120 3,005,120
<ALLOWANCES> 0 0
<INVENTORY> 555,540 555,540
<CURRENT-ASSETS> 10,990,326 10,990,326
<PP&E> 15,098,112 15,098,112
<DEPRECIATION> 13,137,908 13,137,908
<TOTAL-ASSETS> 15,183,568 15,183,568
<CURRENT-LIABILITIES> 5,268,327 5,268,327
<BONDS> 0 0
0 0
1,080 1,080
<COMMON> 313,244 313,244
<OTHER-SE> 8,755,685 8,755,685
<TOTAL-LIABILITY-AND-EQUITY> 15,183,568 15,183,568
<SALES> 2,591,785 9,196,260
<TOTAL-REVENUES> 2,609,824 11,526,908
<CGS> 640,874 2,380,264
<TOTAL-COSTS> 4,446,134 13,144,915
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 2,459 13,364
<INCOME-PRETAX> (1,727,418) (1,256,302)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (1,727,418) (1,256,302)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,727,418) (1,256,302)
<EPS-PRIMARY> (0.06) (0.05)
<EPS-DILUTED> (0.06) (0.05)
</TABLE>
