Form 8-K ENZO BIOCHEM INC For: Dec 23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 23, 2015

 

Enzo Biochem, Inc.

 

(Exact Name of Registrant as Specified in Its Charter)

 

New York

 

(State or Other Jurisdiction of Incorporation)

 

001-09974	13-2866202
(Commission File Number)	(IRS Employer Identification No.)

 

527 Madison Avenue
New York, New York	10022
(Address of Principal Executive Offices)	(Zip Code)

 

(212) 583-0100

 

(Registrant’s Telephone Number, Including Area Code)

 

(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)
x	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))

Introductory Comment

 

Throughout this Current Report on Form 8-K, the terms “we,” “us,” “our” and “Company” refer to Enzo Biochem, Inc.

 

Item 7.01 Regulation FD Disclosure

On December 23, 2015, Enzo Biochem Inc. issued a press release announcing that Glass Lewis, a leading independent proxy voting advisory firm, supports Enzo nominees for the Company’s Board of Directors. A copy of this press release is included as Exhibit 99.1 to this report.

 

The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Leading independent proxy voting advisory firm Glass Lewis in favor of Enzo nominees for the Company’s Board of Directors.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ENZO BIOCHEM, INC.
Date: December 23, 2015	By:	/s/ Barry W. Weiner
		Barry W. Weiner
		President

Exhibit 99.1

 

GLASS LEWIS SUPPORTS ENZO NOMINEES FOR COMPANY’S BOARD OF DIRECTORS

 

Leading Proxy Voting Advisory Firm Rejects Dissident Lone Star’s Nominees, Citing Lack of any Plan and Calling into Question Activist’s Commitment to Enzo, While Acknowledging Enzo’s Strong Progress

 

Glass Lewis Recommends Shareholders Vote on WHITE Proxy Card to Reelect Gregory Bortz and Dov Perlysky

 

New York – December 23, 2015 – Enzo Biochem, Inc. (NYSE: ENZ) (“Enzo”) today announced that Glass Lewis, a leading independent proxy voting advisory firm, has recommended that Enzo shareholders vote on the WHITE proxy card to elect both of Enzo’s two nominees for the Company’s Board of Directors: Gregory Bortz and Dov Perlysky.

 

In recommending that shareholders reject the nominees from activist investor Lone Star Value, Glass Lewis supported the Company’s current strategy while criticizing the lack of value that Lone Star’s candidates would bring to Enzo’s Board of Directors. In particular, Glass Lewis notes:

 

“We believe the Company has provided a detailed and well-reasoned plan to confront significant challenges in the industry and that it appears to be making strong progress toward achieving its strategic objectives. The Dissident has not provided any suggestions to improve the business, nor has it offered a clear explanation for what strategic priorities it might pursue were its nominees to be appointed to the board. The Dissident holds a very small ownership position in the Company and appears to have been actively trading its position, including selling a significant number of shares in recent months, drawing into question its commitment, in our view.”¹

 

Glass Lewis also highlights the superior value that Enzo’s incumbent nominees, Gregory Bortz and Dov Perlysky bring to the Company’s Board, stating:

 

“Both Management Nominees are independent and appear to provide qualifications and experience that are of value to the board, in our view. We do not believe appointing the Dissident Nominees would improve the overall qualifications, independence or functioning of the board and we believe the incumbent board should be provided additional time to oversee the strategic transition of the Company and to improve corporate governance.”²

 

Enzo urges shareholders to follow the Glass Lewis recommendation and use the Company’s WHITE proxy card to vote for the Board’s nominees and in accordance with the Board’s recommendations on the other proposals, as soon as possible, by telephone or Internet, or by signing, dating, and returning the enclosed WHITE proxy card in the postage-paid envelope provided, whether or not they plan to attend the Annual Meeting.

 

About Enzo Biochem

 

Enzo Biochem is a pioneer in molecular diagnostics, leading the convergence of clinical laboratories, life sciences and intellectual property through the development of unique diagnostic platform technologies that provide numerous advantages over previous standards. A global company, Enzo Biochem utilizes cross-functional teams to develop and deploy products systems and services that meet the ever-changing and rapidly growing needs of health care both today and into the future. Underpinning Enzo Biochem’s products and technologies is a broad and deep intellectual property portfolio, with patent coverage across a number of key enabling technologies.

 

 

¹ Emphasis Added

² Emphasis Added

Except for historical information, the matters discussed in this news release may be considered “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include declarations regarding the intent, belief or current expectations of the Company and its management, including those related to cash flow, gross margins, revenues, and expenses are dependent on a number of factors outside of the control of the company including, inter alia, the markets for the Company’s products and services, costs of goods and services, other expenses, government regulations, litigations, and general business conditions. See Risk Factors in the Company’s Form 10-K, as amended, for the fiscal year ended July 31, 2015. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could materially affect actual results. The Company disclaims any obligations to update any forward-looking statement as a result of developments occurring after the date of this press release.

 

Investor Contact:

Pat McHugh and Michael Fein

Okapi Partners

212-297-0720

 

Media Contact:
Elliot Sloane / Dan Zacchei

Sloane & Company

212-486-9500

[email protected] or [email protected]

 

Enzo Biochem, Inc. (the “Company”) has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) with respect to its 2015 Annual Meeting of Shareholders and intends to file a definitive proxy statement as well.  The definitive proxy statement and white proxy card will be mailed to shareholders of the Company. Enzo Biochem, Inc., its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the matters to be considered at its 2015 Annual Meeting. ENZO BIOCHEM, INC. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.  Information regarding the ownership of the Company’s directors and executive officers in the Company’s common stock, restricted stock and options is included in their SEC filings on Forms 3, 4 and 5, which can be found at the Company’s website (www.enzo.com) in the section “Corporate—Investor Information.” More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement and other materials to be filed with the SEC in connection with the Company’s 2015 Annual Meeting.  Information can also be found in the Company’s Annual Report on Form 10-K for the year ended July 31, 2015, filed with the SEC on October 13, 2015, as amended on November 27, 2015.  Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov.  Copies will also be available at no charge at the Company’s website at www.enzo.com or by writing to the Company at 527 Madison Avenue, New York, New York 10022.

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