ENZON INC
8-K, 2000-11-08
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                      [LETTERHEAD OF DORSEY & WHITNEY LLP]


                                November 8, 2000



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Attn: Filing Desk


     Re:  Enzon, Inc.- Current Report on Form 8-K


Ladies and Gentlemen:

     On behalf of our client Enzon,  Inc. (the  "Company"),  we are transmitting
electronically  the Company's  Current Report on Form 8-K (the "Form 8-K") dated
November 8, 2000.

     Please note that the Form 8-K filed herewith contains a conformed signature
and that an original, manual signature will be retained in the Company's records
for five (5) years.

                                                          Very truly yours,


                                                          /s/ Eva C. Philips
                                                          ----------------------
                                                              Eva C. Philips


cc:   Kenneth J. Zuerblis



<PAGE>

                       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) November 8, 2000

                                   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: (732) 980-4500


                                       N/A
          (Former name or former address, if changed since last report)


<PAGE>



Item 5. Other Events

Enzon Reports First Quarter Fiscal Year 2001 Earnings

     Enzon,  Inc. (the "Company")  announced today its financial results for the
first quarter of fiscal year (FY) 2001.  For the quarter,  the Company  reported
net  earnings  of  $583,000  or $0.01 per share,  as  compared  to a net loss of
$1,950,000 or $0.05 per share,  for the same period in FY 2000. The earnings for
the quarter were  principally  due to increased  sales and  royalties  earned on
sales of the approved products, which utilize the Company's PEG technology,  and
increased  interest  income  resulting  from capital raised during the Company's
public  offering   completed  in  FY  2000.  The  Company  had  total  cash  and
interest-bearing investments of approximately $121.5 million as of September 30,
2000.

     Sales and royalties earned on sales of the approved products, which utilize
the  Company's  PEG  technology,  for the  quarter  increased  by  approximately
$2,077,000 or 72%, primarily due to increased ONCASPAR(R) sales. The increase in
ONCASPAR  sales  was  due  to the  lifting  of  some  of  the  FDA  distribution
restrictions in place during the prior year's first quarter.  These distribution
restrictions were related to a previously  disclosed  manufacturing  problem and
resulted in prior year sales being significantly lower. During October 2000, the
FDA gave final approval to the Company's  manufacturing changes to correct these
manufacturing  problems  and removed all  previously  imposed  distribution  and
labeling restrictions. This will allow for the resumption of normal distribution
and  labeling  of this  product  by the  Company's  marketing  partner,  Aventis
Pharmaceuticals  (formerly Rhone-Poulenc Rorer Pharmaceuticals,  Inc.), which is
expected to take place in the first half of calendar 2001.  Resumption of normal
distribution  and labeling will result in lower revenues in future quarters when
Aventis  resumes  distribution  of the product and the Company's  revenue stream
reverts back to a 27.5% royalty rate on net sales.  Increased  ADAGEN sales,  as
well as  royalties  earned  on  sales of  PEG-INTRON,  also  contributed  to the
increase in sales for the quarter. PEG-INTRON was approved by the European Union
in May 2000 and was  launched  in  several  European  countries  throughout  the
quarter.  Additional  launches of  PEG-INTRON  are ongoing and expected to occur
throughout  the  remaining  EU-Member  States in the upcoming  months.  To date,
PEG-INTRON  has been  launched in the  following  European  countries:  Austria,
Finland, France, Germany, Portugal, Sweden and the United Kingdom. PEG-INTRON is
a  modified   form  of   Schering-Plough's   INTRON(R)A   (interferon   alfa-2b,
recombinant)   that  was  developed   using  Enzon's  PEG   technology  to  have
longer-acting   properties.   Under  the  Company's   licensing  agreement  with
Schering-Plough, Enzon is entitled to royalties on worldwide sales of PEG-INTRON
and milestone payments.

     Cost of sales,  as a percentage of sales,  decreased to 20%, as compared to
41% for the  comparable  quarter of the previous  year.  The decrease was due to
increased cost of sales incurred  during the prior year's quarter related to the
previously disclosed ONCASPAR  manufacturing  problems and the related inventory
reserves that decreased the current year's cost of sales.

     Research and development  expenses for the quarter ended September 30, 2000
increased by 59% to $2,637,000,  as compared to $1,657,000 for the quarter ended
September 30, 1999. The increase is primarily due to increased  expenses related
to the ongoing Phase I clinical trials for  PROTHECAN(TM),  as well as other PEG
products in preclinical development.  The Company currently plans to file an IND
on another PEG anti-cancer  compound  before the end of calendar 2000.  Research
and development  expenses are expected to continue to increase  significantly as
PROTHECAN  moves into  Phase II  clinical  trials in early  2001 and  additional
compounds enter clinical trials.

<PAGE>

     Selling,   general  and  administrative  expenses  for  the  quarter  ended
September 30, 2000 increased by 32% to $3,074,000, as compared to $2,326,000 for
the prior  year.  This  increase  was  primarily  due to  increased  legal  fees
associated with patent filing and defense costs.  During  September 2000,  Enzon
filed  a   lawsuit   in   Federal   District   Court  in  New   Jersey   against
Hoffmann-LaRoche,  Inc. and Roche Laboratories, Inc. (Roche) for infringement of
Enzon's U.S.  Patent  6,113,906  (`906).  This patent,  which has composition of
matter   claims   directed  to   "branched   PEG,"  a  unique  form  of  Enzon's
high-molecular-weight  pegylation  technology,  was  issued to Enzon by the U.S.
Patent and  Trademark  Office on September 5, 2000.  Enzon  licenses a different
pegylation   technology   to   Schering-Plough   for  use  with   PEG-INTRON(TM)
(peginterferon  alfa-2b),  which  is  approved  in  the  European  Union  and is
currently undergoing FDA review for the treatment of hepatitis C.


<PAGE>

     Except for the historical  information herein, the matters discussed herein
include  forward-looking  statements  that may  involve  a number  of risks  and
uncertainties.  Actual  results  may vary  significantly  based upon a number of
factors which are described in the Company's Form 10-K,  Form 10-Qs and Form 8-K
on file with the SEC,  including  without  limitation,  risks in  obtaining  and
maintaining  regulatory approval for expanded indications,  market acceptance of
and  continuing  demand  for  Enzon's  products  and the  impact of  competitive
products and pricing.


<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 hereunto duly authorized.

Dated:   November 8, 2000


                                              ENZON, INC.
                                   -----------------------------------
                                              (Registrant)


                               By: /s/ Kenneth J. Zuerblis
                                   -------------------------------------------
                                   Kenneth J. Zuerblis
                                   Vice President, Finance and Chief Financial
                                   Officer



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