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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): August 18, 2008
ENZON PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-12957 | 22-2372868 | ||
| (State or Other Jurisdiction of | (Commission | (IRS Employer | ||
| Incorporation) | File Number) | Identification No.) |
| 685 Route 202/206, Bridgewater, NJ | 08807 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (908) 541-8600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 8.01 Other Events | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1: SECOND AMENDMENT TO CONSENT SOLICITATION STATEMENT | ||||||||
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Item 8.01 Other Events.
On August 11, 2008, Enzon Pharmaceuticals, Inc. (“Enzon”) commenced a solicitation of consents for certain amendments to the Indenture with
respect to its 4% Convertible Senior Notes due 2013. A copy of the
Consent Solicitation Statement and an amendment thereto
relating to the Convertible Notes were filed as exhibits to
Enzon’s Current Report on Form 8-K filed on August 12, 2008. The
second amendment to the
Consent Solicitation Statement is attached hereto as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Exhibit Description | |
99.1
|
Second Amendment to Consent Solicitation Statement, dated August 18, 2008. |
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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.
Date:
August 18, 2008
| ENZON PHARMACEUTICALS, INC. | ||||
| By: | /s/ Jeffrey H. Buchalter | |||
| Name: | Jeffrey H. Buchalter | |||
| Title: | Chairman, President and | |||
| Chief Executive Officer | ||||
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EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
99.1
|
Second Amendment to Consent Solicitation Statement, dated August 15, 2008. |
Exhibit 99.1
SECOND AMENDMENT TO CONSENT SOLICITATION STATEMENT
Enzon Pharmaceuticals, Inc.
Solicitation of Consents to
Proposed Amendments to the Indenture with
Respect to its 4% Convertible Senior Notes due 2013
(CUSIP Nos. 293904 AE 8; 293904 AD 0)
(ISIN Nos. US293904 AE 85; US293904 AD 03)
Solicitation of Consents to
Proposed Amendments to the Indenture with
Respect to its 4% Convertible Senior Notes due 2013
(CUSIP Nos. 293904 AE 8; 293904 AD 0)
(ISIN Nos. US293904 AE 85; US293904 AD 03)
On August 11, 2008 Enzon Pharmaceuticals, Inc. (“Enzon”) solicited consents (the “Consents”),
upon the terms and subject to the conditions set forth in a Consent Solicitation Statement and an
accompanying consent letter (the “Consent Letter”) to certain amendments (the “Proposed
Amendments”) to the Indenture, dated as of May 23, 2006 (the “Indenture”), pursuant to which its 4%
Convertible Senior Notes due 2013 (the “Notes”) were issued. The solicitation is being made upon
the terms and subject to the conditions set forth in the Consent Solicitation Statement dated
August 11, 2008, as amended on August 12, 2008 (as it may be further amended and supplemented from
time to time, the “Consent Solicitation Statement”) and in the Consent Letter (the “Consent Letter”
and, together with the Statement, the “Consent Solicitation”).
The Consent Solicitation Statement is hereby amended by adding the following paragraph after
the third paragraph under the caption “Purpose and Effects of the Consent Solicitation”:
“Enzon is considering a variety of strategic alternatives and determined that it would be
advisable to explore the possible sale of all or a portion of Enzon’s specialty pharmaceutical
business, including the possible sale of one or more of Enzon’s branded pharmaceutical products and
a manufacturing facility. If Enzon sells its entire specialty pharmaceuticals business consisting
of all of its marketed products, Oncaspar®, DepoCyt®, Abelcet® and Adagen®, and its Indianapolis,
Indiana manufacturing facility in one transaction or a series of related transactions, it will
treat such transaction or series of transactions as a sale of “all or substantially all” of its
assets and as a conveyance of its properties and assets “substantially as an entirety” under the
Indenture.”
The Consent Solicitation Statement, as hereby amended, describes the Proposed Amendments and
the procedures for delivering and revoking Consents. Please read it carefully. Terms used herein
and not defined shall have the meaning given to such terms in the Consent Solicitation Statement
None of the Trustee, the Solicitation Agent or the Information and Tabulation Agent makes any
recommendation as to whether or not Holders should provide Consents to the Proposed Amendments.
The Solicitation Agent for the Consent Solicitation is:
Goldman, Sachs & Co.
The date
of this amended Consent Solicitation Statement is August 18, 2008