UNITED STATES
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 the Quarter Ended September 30, 2000 Commission File No. 0-12957
[GRAPHIC OMITTED] 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)
Registrant's telephone number, including area code: (732) 980-4500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of class)
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
As of November 8, 2000, there were 41,478,671 shares of Common Stock, par
value $.01 per share, outstanding.
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
ENZON, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
September 30, 2000 and June 30, 2000
September 30, June 30,
2000 2000
(unaudited) *
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 27,255,390 $ 31,935,410
Short-term investments 30,637,661 16,986,278
Accounts receivable 5,669,253 5,442,455
Inventories 955,099 946,717
Other current assets 2,687,097 487,657
Accrued interest receivable 1,712,672 1,782,227
------------ ------------
Total current assets 68,917,172 57,580,744
------------ ------------
Property and equipment 12,566,963 12,439,729
Less accumulated depreciation and amortization 10,746,031 10,650,859
------------ ------------
1,820,932 1,788,870
------------ ------------
Other assets:
Investments 63,587,023 69,557,481
Other assets 603,851 426,732
Patents, net 862,936 898,423
------------ ------------
65,053,810 70,882,636
------------ ------------
Total assets $135,791,914 $130,252,250
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 2,945,472 2,465,360
Accrued expenses 7,810,869 5,706,811
------------ ------------
Total current liabilities 10,756,341 8,172,171
------------ ------------
Accrued rent 601,295 607,914
Unearned Revenue-Aventis 510,001 510,001
------------ ------------
1,111,296 1,117,915
------------ ------------
Stockholders' equity:
Preferred stock-$.01 par value,
authorized 3,000,000 shares;
issued and outstanding 7,000
shares at September 30, 2000 and
June 30, 2000 (liquidation
preference aggregating $322,000
at September 30, 2000 and
$319,000 at June 30, 2000) 70 70
Common stock-$.01 par value,
authorized 60,000,000 shares; issued and
outstanding 41,442,086 shares at
September 30, 2000 and
40,838,115 shares at June 30, 2000 414,421 408,381
Additional paid-in capital 252,941,141 250,567,774
Accumulated deficit (129,431,355) (130,014,061)
------------- -------------
Total stockholders' equity 123,924,277 120,962,164
------------- -------------
Total liabilities and stockholders' equity $ 135,791,914 $ 130,252,250
============= =============
*Condensed from audited financial statements.
The accompanying notes are an integral part of these unaudited consolidated
condensed financial statements.
2
<PAGE>
ENZON, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2000 and 1999
(Unaudited)
Three months ended
September 30, September 30,
2000 1999
----------- -----------
Revenues:
Sales and royalties $ 4,947,268 $ 2,870,135
Contract revenue 226,346 43,678
----------- -----------
Total revenues 5,173,614 2,913,813
----------- -----------
Costs and expenses:
Cost of sales 1,001,188 1,178,561
Research and development expenses 2,636,597 1,657,283
Selling, general and administrative expenses 3,074,227 2,325,971
----------- -----------
Total costs and expenses: 6,712,012 5,161,815
----------- -----------
Operating (loss) (1,538,398) (2,248,002)
----------- -----------
Other income (expense):
Interest and dividend income 2,109,213 300,497
Interest expense -- (2,958)
Other 11,891 --
----------- -----------
2,121,104 297,539
----------- -----------
Net income (loss) $ 582,706 ($1,950,463)
=========== ===========
Basic earnings (loss) per common share $ 0.01 ($ 0.05)
=========== ===========
Diluted earnings (loss) per common share $ 0.01 ($ 0.05)
=========== ===========
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
Three Months Ended September 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30, September 30,
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net Income (loss) $ 582,706 ($ 1,950,463)
Adjustment for depreciation and amortization 130,659 124,512
Non-cash expense for issuance of common stock,
stock options, and warrants -- 70,022
Decrease in accrued rent (6,619) (6,619)
Increase in royalty advance - Aventis -- 5,219
Changes in assets and liabilities 41,985 554,645
------------ ------------
Net cash provided by (used in) operating activities 748,731 (1,202,684)
------------ ------------
Cash flows from investing activities:
Capital expenditures (127,234) (69,018)
Proceeds from sale of long-term investment 19,600 --
Maturities of investments 5,500,000 --
Increase in short-term investments (19,151,383) --
Decrease in long-term investments 5,950,859 --
------------ ------------
Net cash used in investing activities (7,808,158) (69,018)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of common stock,
preferred stock, and warrants 2,379,407 1,233,390
------------ ------------
Net cash provided by financing activities 2,379,407 1,233,390
------------ ------------
Net decrease in cash and cash equivalents (4,680,020) (38,312)
Cash and cash equivalents at beginning of period 31,935,410 24,673,636
------------ ------------
Cash and cash equivalents at end of period $ 27,255,390 $ 24,635,324
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated 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) Earnings (loss) Per Common Share
Basic earnings (loss) per common share is based on the net earnings
(loss) for the relevant period, adjusted for cumulative undeclared preferred
stock dividends of $4,000 and $54,000 for the three months ended September 30,
2000 and 1999 respectively, divided by the weighted average number of shares
issued and outstanding during the periods. Diluted earnings per common share for
the three months ended September 30, 2000 is based on net income, adjusted for
cumulative undeclared preferred stock dividends of $4,000 for the three months
ended September 30, 2000, divided by the weighted average number of common
shares issued and outstanding during the period, plus the exercise or conversion
of all dilutive potential common shares. Due to the net loss recorded for the
three months ended September 30, 1999, the exercise or conversion of all
dilutive potential common shares is not included for purposes of the diluted
loss per share calculation. As of September 30, 2000, the Company had 4,753,000
dilutive potential common shares outstanding that could potentially dilute
future diluted earnings per share calculations.
The following represents the weighted average number of common shares
outstanding for the three months ended September 30, 2000 and 1999 used in the
basic and diluted earnings (loss) per common share calculations:
Three months ended
September 30, September 30,
2000 1999
------------- ------------
Weighted average number of
common shares issued and
outstanding - basic 41,101,289 36,650,335
Weighted average shares issued
upon the exercise of dilutive
options and warrants based on
the Treasury Stock Method 2,557,370 --
---------- ----------
Weighted average number of
common shares issued and
outstanding and dilutive potential
common shares - diluted 43,658,659 36,650,335
---------- ----------
5
<PAGE>
ENZON, INC. AND SUBSIDIARIES
Notes To Consolidated Condensed Financial Statements
(Unaudited)
(3) Inventories
The composition of inventories at September 30, 2000 and June 30, 2000 is
as follows:
September 30, June 30,
2000 2000
------------- --------
Raw materials $122,000 283,000
Work in process 724,000 504,000
Finished goods 109,000 160,000
-------- --------
$955,000 $947,000
(4) Cash Flow Information
The Company considers all highly liquid securities with original maturities
of three months or less to be cash equivalents. There were no cash payments made
for interest for the three months ended September 30, 2000. Cash payments for
interest were approximately $3,000 for the three months ended September 30,
1999. There were no income tax payments made for the three months ended
September 30, 2000 and 1999. Due to the Company's net operating loss
carryforwards, the net earnings recorded for the three months ended September
30, 2000, did not result in the payment of income taxes. There were no
conversions of Series A Preferred Stock during the three months ended September
30, 2000 and 1999.
(5) Stockholders' Equity
During the three months ended September 30, 2000, 93,000 shares of Common
Stock were issued as a result of the exercise of warrants. The exercise price of
and the number of shares issuable under these warrants were adjusted under
standard anti-dilution provisions based upon the Company's issuance of shares of
Common Stock at prices below the fair market value of the stock, as defined in
the warrants.
(6) Non-Qualified Stock Option Plan
During the three months ended September 30, 2000, the Company issued
527,000 stock options at an average exercise price of $45.90 per share under the
Company's Non-Qualified Stock Option Plan, as amended, of which 200,000 stock
options were granted to executive officers of the Company. None of the options
granted during the period are exercisable as of September 30, 2000. Of the total
options granted, 310,000 contain accelerated vesting provisions, under which the
vesting and exercisability of such shares will accelerate if the closing price
of the Company's Common Stock exceeds $100 per share for at least twenty
consecutive trading days as reported by the Nasdaq National Market. 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
<PAGE>
ENZON, INC. AND SUBSIDIARIES
Notes To Consolidated Condensed Financial Statements, Continued
(Unaudited)
(7) Business Segments
A single management team that reports to the Chief Executive Officer
comprehensively manages the Company's business operations. The Company does not
operate separate lines of business or separate business entities with respect to
any of its approved products or product candidates. In addition, the Company
does not conduct any operations outside of the United States. The Company does
not prepare discrete financial statements with respect to separate product
areas. Accordingly, the Company does not have separately reportable segments as
defined by Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information".
(8) Comprehensive Income (Loss)
The net income (loss) of $583,000 and ($1,950,000), recorded for the three
months ended September 30, 2000 and 1999, respectively, is equal to the
comprehensive income (loss) for those periods.
7
<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. We cannot assure you that the future results covered by the
forward-looking statements will be achieved. The matters set forth in the "Risk
Factors" section and elsewhere in our Annual Report on Form 10-K for the fiscal
year ended June 30, 2000, 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 September 30, 2000 vs. Three months ended September 30, 1999
Revenues. Revenues for the three months ended September 30, 2000 increased
by 78% to $5,174,000, as compared to $2,914,000 for the same period in the prior
year. The components of revenues are sales, which consist of sales of our
products and royalties earned on sales of approved products that utilize our
PEG-technology, and contract revenues. Sales and royalties were $4,947,000 for
the three months ended September 30, 2000, as compared to $2,870,000 for the
same period in the prior year. The increase was primarily due to increased
ONCASPAR sales. The increase in ONCASPAR sales was due to the lifting of some of
the FDA distribution restrictions that were in place during the prior year.
These distribution restrictions were related to a previously disclosed
manufacturing problem and resulted in prior year sales being significantly lower
than in the current quarter. During October 2000, the FDA gave final approval to
manufacturing changes which we had proposed 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 our marketing partner, Aventis Pharmaceuticals
(formerly Rhone-Poulenc Rorer Pharmaceuticals, Inc.), which is expected to take
place in the first half of calendar 2001. We expect lower revenues from ONCASPAR
in future quarters when Aventis resumes distribution of the product and our
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. ADAGEN sales increased by
21% over the prior year as a result of an increase in patients receiving ADAGEN
treatment. Sales of ADAGEN for the three months ended September 30, 2000 and
1999 were $3,319,000 and $2,746,000 respectively.
We expect sales of ADAGEN to increase at rates comparable to those achieved
during the last two years as additional patients are treated. 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 our PEG technology to
have longer-acting properties. Under our licensing agreement with
Schering-Plough, we are entitled to royalties on worldwide sales of PEG-INTRON
and milestone payments.
During the three months ended September 30, 2000 and 1999, we had export
sales of $1,303,000 and $918,000, respectively. Of these amounts, sales in
Europe were $1,161,000 and $773,000 for the quarters ended September 30, 2000
and 1999, respectively.
Cost of Sales. Cost of sales, as a percentage of sales, decreased to 20%
for the three months ended September 30, 2000 as compared to 41% for the same
period in 1999. The decrease was due to increased cost of sales incurred during
the prior year's quarter related to the previously disclosed ONCASPAR
manufacturing
8
<PAGE>
problems and the related inventory reserves that decreased the current year's
cost of sales.
Research and Development. Research and development expenses for the three
months ended September 30, 2000 increased by 59% to $2,637,000 as compared to
$1,657,000 for the same period in 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. We
currently plan 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 and progress through clinical trials.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three months ended September 30, 2000, increased
by 32% to $3,074,000, as compared to $2,326,000 for the same period in 1999. The
increase was due primarily to an increase in legal fees related to litigation,
increased patent filing and defense costs.
Other Income/Expense. Other income/expense increased to $2,121,000 as
compared to $298,000 for the prior year. The increase was attributable to an
increase in interest income due to an increase in interest bearing investments.
Liquidity and Capital Resources
Our cash reserves, including cash and interest bearing investments as of
September 30, 2000 were $121,434,000, as compared to $118,413,000 at June 30,
2000. We invest our excess cash in a portfolio of high-grade marketable
securities and United States government-backed securities.
Our license agreement with Aventis for ONCASPAR provided for a payment of
$3,500,000 in advance royalties which we received from Aventis in January 1995.
Royalties due under this agreement will be offset against an original credit of
$5,970,000, which represents the royalty advance plus reimbursement of certain
amounts due Aventis under a prior 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 balance sheets and to be reduced as royalties are
recognized under the agreement. Through September 30, 2000, an aggregate of
$4,313,000 in royalties payable by Aventis has been offset against the original
credit.
As of September 30, 2000, 1,043,000 shares of our Series A preferred stock
had been converted into 3,325,000 shares of Common Stock. Accrued dividends on
the converted Series A preferred stock in the aggregate of $3,770,000 were
settled by the issuance of 235,000 shares of common stock and cash payments of
$1,947,000. As of September 30, 2000, there were accrued and unpaid dividends
totaling $148,000 on the 7,000 shares of Series A preferred stock currently
outstanding. These dividends are payable in cash or common stock at our option
and accrue on the outstanding Series A preferred stock at the rate of $14,000
per year.
To date, our sources of cash have been the proceeds from the sale of our
stock through public and private placements, sales of, and royalties earned on
sales of, ADAGEN, ONCASPAR and PEG-INTRON, sales of our products for research
purposes, contract research and development fees, technology transfer and
license fees and royalty advances. Our current sources of liquidity are our
cash, cash equivalents and investments and interest earned on such cash reserves
and investments, sales of, and royalties earned on sales of, ADAGEN, ONCASPAR
and PEG-INTRON, sales of our products for research purposes and license fees.
Based upon our currently planned research and development activities and related
costs and our current sources of liquidity, we anticipate our current cash
reserves will be sufficient to meet our capital and operational requirements for
the foreseeable future.
9
<PAGE>
We may seek additional financing, such as through future offerings of
equity or debt securities or agreements with collaborators with respect to the
development and commercialization of products, to fund future operations. We
cannot assure you, however, that we will be able to obtain additional funds on
acceptable terms, if at all.
Year 2000
In 1999 we completed a review of our business systems, including computer
systems and manufacturing equipment, and queried our customers and vendors as to
their progress in identifying and addressing problems that their systems may
face in correctly interrelating and processing date information in the year
2000. To date, we have not experienced any significant problems related to the
year 2000 problem, either in our systems or the systems of our vendors or
customers.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The following discussion about our exposure to market risk of financial
instruments contains forward-looking statements. Actual results may differ
materially from those described.
Our holdings of financial instruments are comprised of debt securities, and
time deposits. All such instruments are classified as securities held to
maturity. We do not invest in portfolio equity securities or commodities or use
financial derivatives for trading purposes. Our debt security portfolio
represents funds held temporarily pending use in our business and operations. We
manage these funds accordingly. We seek reasonable assuredness of the safety of
principal and market liquidity by investing in rated fixed income securities
while at the same time seeking to achieve a favorable rate of return. Our market
risk exposure consists principally of exposure to changes in interest rates. Our
holdings are also exposed to the risks of changes in the credit quality of
issuers. We typically invest the majority of our investments in the shorter-end
of the maturity spectrum, and at September 30, 2000 all of our holdings were in
instruments maturing in two and a half years or less.
The table below presents the principal amounts and related weighted average
interest rates by year of maturity for our investment portfolio as of September
30, 2000.
<TABLE>
<CAPTION>
2001 2002 2003 Total Fair Value
<S> <C> <C> <C> <C> <C>
Fixed Rate 26,573,000 62,152,000 -- 88,725,000 88,975,000
Average Interest Rate 6.29% 6.69% -- 6.41% --
Variable Rate -- 4,997,000 10,007,000 15,004,000 15,034,000
Average Interest Rate -- 6.37% 6.44% 6.56% --
------------ ------------ ------------ -------------- ------------
26,573,000 67,149,000 10,007,000 103,729,000 104,009,000
============ ============ ============ ============== ============
</TABLE>
10
<PAGE>
PART II OTHER INFORMATION
Item 2. Changes in Securities
In September 2000, the Company issued 31,243 shares of unregistered Common
Stock for aggregate consideration of $186,750. These shares were issued upon the
exercise of common stock warrants. These warrants were issued in connection with
our March 1996 private placement. The foregoing transaction was consummated
pursuant to an exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended.
In September 2000, the Company issued 62,147 shares of unregistered Common
Stock. These shares were issued upon the cashless exercise of common stock
warrants. These warrants were issued as consideration for consulting services
rendered. The total value of the shares used to pay the exercise price of these
warrants was $418,757. The foregoing transaction was consummated pursuant to an
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended.
Item 5. Other Information
In September 2000, we filed a patent infringement lawsuit in Federal
District Court in New Jersey against Hoffmann-LaRoche, Inc. and Roche
Laboratories, Inc. for infringement of Enzon's U.S. Patent 6,113,906. 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.
11
<PAGE>
Item 6. Exhibits 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(iv) Amendment to Certificate of Incorporation dated January 5, 1998 ##3(iv)
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 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
August 10, 2000 //(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)
12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page Number
or
Exhibit Incorporation
Number Description By Reference
------ ----------- -------------
<S> <C> <C>
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)
10.27 Common Stock Purchase Agreement dated June 25, 1998 ^^^(10.27)
10.28 Placement Agent Agreement dated June 25, 1998 with SBC Warburg
Dillon Read, Inc. ^^^^(10.28)
10.29 Underwriting Agreement dated March 20,2000 with Morgan
Stanley & Co. Inc., CIBC World Markets Corp., and SG
Cowen Securities Corporation /(10.29)
27.0 Financial Data Schedule
</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 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 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.
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<PAGE>
~~~ 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.
^^^ Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (File No. 333-58269) 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 year ended June 30, 1998 and incorporated herein by
reference thereto.
/ Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (File No. 333-30818) 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 year ended June 30, 2000 and incorporated herein by
reference thereto.
(b) Reports on Form 8-K.
On August 17, 2000, we filed with the Commission a Current Report on Form 8-K
dated August 10, 2000, reporting that Peter Tombros, our President and CEO had
signed a new employment agreement.
On September 18, 2000, we filed with the Commission a Current Report on Form 8-K
dated September 5, 2000, related to a lawsuit which we filed in Federal Court in
New Jersey against Hoffmann-LaRoche, Inc. and Roche laboratories, Inc. (Roche)
for infringement of our new U.S. Patent 6,113,906 (`906), by Roche's "PEGASYS,"
a pegylated alpha interferon-2a product.
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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 thereunto duly authorized.
ENZON, INC.
-----------
(Registrant)
Date: November 13, 2000 By: /s/ Peter G. Tombros
---------------------------------
Peter G. Tombros
President and Chief Executive
Officer
By: /s/ Kenneth J. Zuerblis
-----------------------------------
Kenneth J. Zuerblis
Vice President, Finance, Chief Financial
Officer (Principal Financial
and Accounting Officer) and
Corporate Secretary
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