UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 001-09974
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Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan
(Full title of the plan and the address of the plan, if different from that
of the issuer named below:)
ENZO BIOCHEM, INC., 60 EXECUTIVE BOULEVARD, FARMINGDALE, NY 11735
(Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office)
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
TABLE OF CONTENTS
PAGE
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
December 31, 2005 and 2004 2
Statement of Changes in Net Assets Available for Benefits 3
For the year ended December 31, 2005
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED
DECEMBER 31, 2005:
Schedule H, Item 4i -
Schedule of Assets Held at End of Year 8
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of
Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan
We have audited the accompanying statement of net assets available for benefits
of Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan (the "Plan") as of
December 31, 2005 and the related statement of changes in net assets available
for benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
as established by the Auditing Standards Board (United States) and in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2005 and the changes in net assets available for benefits for the
year ended December 31, 2005 in conformity with accounting principles generally
accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at the end of the year, is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
The 2004 statement of net assets available for benefits and statement of changes
in net assets available for benefits of Enzo Biochem, Inc. Salary Reduction
Profit Sharing Plan was reported on by other auditors, whose report dated May
23, 2005, expressed an opinion that such financial statements present fairly, in
all material respects the net assets available for benefits and changes in net
assets available for benefits of Enzo Biochem, Inc. Salary Reduction Profit
Sharing Plan as of and for the year ended December 31, 2004 in conformity with
accounting principles generally accepted in the United States of America.
June 23, 2006
Woodbury, New York
Page 2
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
2005 2004
--------------- --------------
ASSETS
Cash $ 6,008 $ 13,334
-------------- --------------
Investments at fair value:
Mutual funds 8,315,380 7,243,623
Common stock 1,643,178 2,289,847
Common/Collective trusts 783,325 522,263
-------------- --------------
10,741,883 10,055,733
-------------- --------------
Receivables:
Employer's contributions 402,304 351,579
Participants' contributions 28,908 19,258
-------------- --------------
431,212 370,837
-------------- --------------
Loans receivable - participants 233,700 218,831
-------------- --------------
TOTAL ASSETS 11,412,803 10,658,735
-------------- --------------
LIABILITIES
Benefit claims payable -- 6,333
-------------- --------------
TOTAL LIABILITIES -- 6,333
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $ 11,412,803 $ 10,652,402
============== ==============
See notes to financial statements.
Page 3
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2005
Additions to (reductions of) net assets
attributed to:
Participants' contributions $ 1,037,669
Employer's contributions 402,304
Interest on loans to participants 12,790
Net appreciation (depreciation) in fair
value of investments:
Mutual funds $ 677,979
Common stock (947,704) (269,725)
------------- ---------------
Total additions 1,183,038
--------------
Deductions from net assets attributed to:
Benefits paid to participants 391,847
Administrative expenses 30,790
--------------
Total deductions 422,637
--------------
Net increase in net assets 760,401
Net assets available for benefits,
beginning of year 10,652,402
--------------
Net assets available for benefits,
end of year $ 11,412,803
==============
See notes to financial statements.
Page 4
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION
The following description of the Enzo Biochem, Inc. Salary
Reduction Profit Sharing Plan ("the Plan") provides only general
information. Participants should refer to the Plan Agreement, as
amended, for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering all eligible full
time employees of Enzo Biochem, Inc., the Plan Sponsor, and its
wholly owned subsidiaries, Enzo Clinical Labs, Inc., Enzo
Therapeutics, Inc. and Enzo Life Sciences, Inc. (collectively, the
"Company") who have completed three months of service and have
attained age twenty-one.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Eligible employee participants can elect to defer up to the maximum
amount permitted by the Internal Revenue Code for each year
($14,000 in 2005 and $13,000 in 2004). Effective January 1, 2002,
catch-up contributions are also permitted for participants who have
attained age 50 by December 31st, in accordance with Section 414(v)
of the Code, in an amount up to a maximum of $4,000 in 2005, and
$3,000 in 2004, bringing those participants' statutory limitation
to $18,000 for 2005 and $16,000 for 2004.
In addition, the Company will contribute to the Plan a
discretionary matching contribution equal to 50% of the
participant's 401(k) contribution, not to exceed 50% of 10% of the
participant's annual compensation. Participants who have completed
a year of service during the plan year and are actively employed as
of the last day of the plan year shall be deemed eligible to share
in the matching contribution for the year. In 2005 and 2004 the
total matching contributions were $402,304 and $351,579
respectively, in the form of Enzo Biochem Inc. common stock.
PARTICIPANTS' ACCOUNTS
Contributions are invested in a choice of thirteen mutual funds, a
benefit responsive investment contract, and the common stock of
Enzo Biochem, Inc. Contribution selections are designated by the
participants. Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
matching contribution and, (b) Plan earnings, and charged with an
allocation of administrative expenses. Allocations are based on
participant compensation or account balances, as defined. The
benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account.
VESTING
Participants' contributed funds arising from salary reductions and
the earnings thereon, are fully vested at all times. Vesting in the
Company's matching contribution and earnings thereon, is ratable
over four years of service. Any forfeited amounts shall be applied
to reduce the Company's future contributions. For the years ended
December 31, 2005 and 2004, the Company's contributions were
reduced by forfeitures of approximately $11,200 and $7,000,
respectively.
Page 5
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION (CONTINUED)
LOANS TO PARTICIPANTS
Participants may borrow from their 401(k) accounts a minimum of
$1,000 up to a maximum of 50% of their vested account balance or
$50,000. Participants are entitled to borrow from their account for
a maximum loan term of five years unless the proceeds are used to
acquire a principal residence in which case it may exceed 5 years.
The loans are secured by the participant's vested account balance
and bear a reasonable rate of interest. Principal and interest is
paid ratably through payroll deductions.
PAYMENT OF BENEFITS
On termination of service due to death, disability or retirement,
participants may elect to receive an amount equal to the value of
the vested interest in their account in either a lump sum amount or
in various annuity options. For termination of service due to other
reasons, a participant may receive the value of the vested interest
in their account as a lump sum distribution. Benefits are payable
in the form of cash or property.
OPERATING EXPENSES
Certain operating expenses of the Plan are absorbed by the Plan
Sponsor.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements have been prepared in conformity
with accounting principles generally accepted in the United States
of America and under the accrual basis method of accounting.
The Plan's investments are stated at fair value except for its
benefit responsive investment contract which is valued at contract
value (Note 4). Investment earnings are reinvested in the
respective funds. Investment earnings include the Plan's
proportionate share of realized gains and losses on the disposal of
investments, and appreciation or depreciation in the fair value of
the underlying investments comprising the respective mutual funds.
All purchases and sales are recorded on a trade date basis.
The Plan presents in the statement of changes in net asset
available for benefits, the net appreciation in fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates.
Certain accounts in the prior-year financial statements have been
reclassified for comparative purposes to conform with the
presentation in the current-year financial statements.
Collective/Common trusts have been reclassified from mutual funds
for the years ended December 31, 2005 and 2004.
Page 6
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 3: INVESTMENTS
The following table presents the fair values, as determined by
quoted market price, of the investments except for the Metropolitan
Life Stable Value Contract, which is presented at contract value:
2005 2004
--------------- -------------
Enzo Biochem, Inc.* $ 1,643,178 $ 2,289,847
American Century Government Bond $ 266,421 $ 188,121
American Funds AMCAP Fund CL A* $ 644,819 $ 26,459
American Funds American Balanced Fund CL A* $ 1,436,346 $ 1,318,378
American Funds Europacific Growth CL A* $ 1,410,406 $ 1,174,844
American Funds Washington Mutual
Investors Fund CL A* $ 2,299,358 $ 2,117,271
Baron Growth Fund $ 112,259 $ 46,874
Calamos Growth Fund CL A $ 470,628 $ -
Fidelity Contrafund* $ 823,150 $ 673,476
Fidelity Spartan US Equity Index Fund $ 155,716 $ 178,479
Freemont Bond Fund $ 75,272 $ 6,481
Hotchkis & Wiley Mid Cap Value CL 1 $ 193,168 $ 26,381
Neuberger & Berman Genesis Fund Trust $ 378,051 $ 319,346
Metropolitan Life Stable Value Contract (Note 4)* $ 783,325 $ 522,263
Royce Total Return $ 49,786 $ -
Federated Kaufmann Fund K $ - $ 471,276
Janus Fund $ - $ 696,237
* Denotes investments representing 5% or more of net assets
available for benefits at December 31, 2005.
NOTE 4: INVESTMENT CONTRACT WITH INSURANCE COMPANY
The Plan has a benefit-responsive investment contract with MetLife
Trust Company, National Association (MetLife). MetLife maintains
the contributions in separate accounts. The accounts are credited
with earnings on the underlying investments and charged for
participant withdrawals and administrative expenses. The contract
is included in the financial statements at contract value as
reported to the Plan by Counsel Trust Company. Contract value
represents contributions made under the contract, plus earnings,
less participant withdrawals and administrative expenses.
Participants may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value.
There are no reserves against contract value for credit risk of the
contract issuer or otherwise. The average yield and crediting
interest rates were approximately 4.1% and 3.7% for 2005 and 2004,
respectively.
Page 7
ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 5: RIGHT TO TERMINATE PLAN
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
NOTE 6: TAX STATUS
The Plan obtained its latest determination letter in February 2002
in which the Internal Revenue Service stated that the Plan was in
compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination
letter. However, the plan administrator and the plan's tax counsel
believe that the plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue
Code.
NOTE 7: RELATED PARTY TRANSACTIONS
During 2005, the Plan purchased shares of common stock in Enzo
Biochem, Inc., the parent company of the Plan sponsor, at market
prices totaling approximately $140,000. In addition, shares were
sold, at market prices totaling approximately $263,000. At December
31, 2005 and 2004 the Plan held Enzo Biochem, Inc. common stock
with a fair value of $1,643,178 and $2,289,847, respectively.
Fees paid by the Plan to the third party Plan administrators
amounted to $28,690 for the year ended December 31, 2005.
NOTE 8: RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment
securities are exposed to various risk such as interest rate,
market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible
that changes in the values of investment securities will occur in
the near term and that such changes could materially affect
participants' account balances and the amounts reported in the
statement of net assets available for benefits.
NOTE 9: SUBSEQUENT EVENTS - PLAN AMENDMENTS
Effective April 15, 2006, the Company amended the Plan to allow a
Plan participant to elect to classify all or part of his or her
elective deferrals as a Roth 401(k) deferral.
Effective June 1, 2006, the Company amended the Plan's
participant's salary reduction election. The amendment requires
participants to make an initial salary deferral election, or an
election to receive cash in lieu of a salary deferral election,
within 30 days after entering the Plan. A participant's
compensation will automatically be reduced by 3%, which will be
considered to be the Participant's salary reduction election if the
Participant does not elect to defer a portion of compensation or
elect to receive cash in lieu of making a salary deferral election.
Page 8
ENZO BIOCHEM, INC.
SALARY REDUCTION PLAN
SCHEDULE H, ITEM 4I
SCHEDULE OF ASSETS HELD AT END OF YEAR
E.I.N. # 13-2869332
PLAN # 001
YEAR ENDED DECEMBER 31, 2005
DESCRIPTION OF
INVESTMENT INCLUDING
IDENTITY OF ISSUE, MATURITY DATE, RATE
BORROWER, LESSOR OR OF INTEREST, COLLATERAL, CURRENT VALUE
SIMILAR PARTY PAR OR MATURITY VALUE COST (e)
(a) (b) (c) (d) ---------------
--- -------------------------------------------- ------------------------- -----
* Enzo Biochem, Inc. Common Stock $ 1,643,178
American Century Government Bond Mutual Fund $ 266,421
American Funds AMCAP Fund CL A Mutual Fund $ 644,819
American Funds American Balanced Fund CL A Mutual Fund $ 1,436,346
American Funds Europacific Growth CL A Mutual Fund $ 1,410,406
American Funds Washington Mutual
Investors Fund CL A Mutual Fund $ 2,299,358
Baron Growth Fund Mutual Fund $ 112,259
Calamos Growth Fund CL A Mutual Fund $ 470,628
Fidelity Contrafund Mutual Fund $ 823,150
Fidelity Spartan US Equity Index Fund Mutual Fund $ 155,716
Freemont Bond Fund Mutual Fund $ 75,272
Hotchkis & Wiley Mid Cap Value CL 1 Mutual Fund $ 193,168
Neuberger & Berman Genesis Fund Trust Mutual Fund $ 378,051
Metropolitan Life Ins Co. Guaranteed Investment $ 783,325
Contract
Royce Total Return Mutual Fund $ 49,786
Participant Loans 5.00% - 9.50% -0- $ 233,700
* Party-in-interest
See Independent Auditors' Report.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, a trustee of the below named employee benefit plan has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan
Date: June 27, 2006
/s/ Herbert Bass
-----------------------------
By: Herbert Bass
Trustee