UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 2006
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
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., 527 Madison Ave. New York, NY 10022
(Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office)
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ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
TABLE OF CONTENTS
PAGE
-------------------
Report of Independent Registered Public Accounting Firm 3
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005 4
Statement of Changes in Net Assets Available for
Benefits For the year ended December 31, 2006 5
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULE AS OF
DECEMBER 31, 2006:
Schedule H, Item 4i -
Schedule of Assets Held at End of Year 10
Signatures 11
Consent of Independent Registered Public Accounting Firm Exhibit 23
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of
Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan (the "Plan") as of
December 31, 2006 and 2005, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2006. 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, 2006 and 2005, and the changes in net assets available for benefits
for the year ended December 31, 2006 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.
June 26, 2007
Woodbury, New York
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ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
2006 2005
-------------- --------------
ASSETS
Cash $ 54,129 $ 6,008
-------------- --------------
Investments at fair value:
Mutual funds 9,583,819 8,315,380
Common stock 2,251,720 1,643,178
Insurance contract 1,062,804 783,325
-------------- --------------
12,898,343 10,741,883
-------------- --------------
Receivables:
Employer's contributions 415,536 402,304
Participants' contributions 31,404 28,908
-------------- --------------
446,940 431,212
-------------- --------------
Loans receivable - participants 175,842 233,700
-------------- --------------
TOTAL ASSETS 13,575,254 11,412,803
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $ 13,575,254 $ 11,412,803
============== ==============
See notes to financial statements.
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ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2006
Additions to net assets attributed to:
Participants' contributions $ 1,158,334
Employer's contributions 415,536
Rollover contributions 7,661
Interest on loans to participants 12,641
Net appreciation in fair value
of investments:
Mutual funds $ 1,219,063
Common stock 305,392 1,524,455
------------ ------------
Total additions 3,118,627
------------
Deductions from net assets attributed to:
Benefits paid to participants 921,065
Administrative expenses 35,111
------------
Total deductions 956,176
------------
Net increase in net assets available for benefits 2,162,451
Net assets available for benefits, beginning of year 11,412,803
------------
Net assets available for benefits, end of year $ 13,575,254
============
See notes to financial statements.
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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 ($15,000
in 2006 and $14,000 in 2005). 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 $5,000 in 2006, and $4,000 in
2005, bringing those participants' statutory limitation to $20,000
for 2006 and $18,000 for 2005.
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 2006 and 2005, the total matching
contributions were $415,536 and $402,304, respectively, in the form
of Enzo Biochem Inc. common stock.
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.
Participants' Accounts
----------------------
Contributions are invested in a choice of 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.
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.
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ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION (CONTINUED)
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, 2006 and 2005, the Company's contributions were reduced
by forfeitures of approximately $13,700 and $11,200, respectively.
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 five
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. 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.
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ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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,
which approximates fair value:
2006 2005
---------- ----------
Enzo Biochem, Inc.* $2,251,720 $1,643,178
American Century Government Bond $ 290,796 $ 266,421
American Funds AMCAP Fund CL A* $ 754,629 $ 644,819
American Funds American Balanced Fund CL A* $1,327,293 $1,436,346
American Funds Europacific Growth CL A* $1,709,274 $1,410,406
American Funds Washington Mutual
Investors Fund CL A* $2,610,689 $2,299,358
Baron Growth Fund $ 148,728 $ 112,259
Calamos Growth Fund CL A $ 493,974 $ 470,628
Fidelity Contrafund* $ 974,288 $ 823,150
Fidelity Spartan US Equity Index Fund $ 194,843 $ 155,716
Freemont Bond Fund $ 163,272 $ 75,272
Hotchkis & Wiley Mid Cap Value CL 1 $ 340,975 $ 193,168
Neuberger & Berman Genesis Fund Trust $ 422,533 $ 378,051
Metropolitan Life Stable Value Contract
(Note 4)* $1,062,804 $ 783,325
Royce Total Return $ 151,114 $ 49,786
American Funds US Gov't Securities Fund CL A $ 1,411 $ --
* Denotes investments representing 5% or more of net assets
available for benefits at December 31, 2006.
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ENZO BIOCHEM, INC.
SALARY REDUCTION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
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 and contract is estimated to
approximate fair value. The average yield and crediting interest
rates were approximately 4.5% and 4.1% for 2006 and 2005,
respectively.
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: PARTY IN INTEREST TRANSACTIONS
During 2006, the Plan purchased shares of common stock in Enzo
Biochem, Inc., the parent company of the Plan sponsor, at market
prices totaling approximately $130,000. In addition, shares were
sold, at market prices totaling approximately $231,000. At December
31, 2006 and 2005, the Plan held Enzo Biochem, Inc. common stock
with a fair value of $2,251,720 and $1,643,178, respectively.
Fees paid by the Plan to the third party Plan administrators
amounted to $33,211 for the year ended December 31, 2006.
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.
9
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
DECEMBER 31, 2006
DESCRIPTION OF
INVESTMENT INCLUDING
IDENTITY OF ISSUE, MATURITY DATE, RATE
BORROWER, LESSOR OR OF INTEREST, COLLATERAL,
SIMILAR PARTY PAR OR MATURITY VALUE COST CURRENT VALUE
(a) (b) (c) (d) (e)
--- ------------------------------------------ ------------------------ ---- -------------
* Enzo Biochem, Inc. Common Stock $2,251,720
American Century Government Bond Mutual Fund $ 290,796
American Funds AMCAP Fund CL A Mutual Fund $ 754,629
American Funds American Balanced Fund CL A Mutual Fund $1,327,293
American Funds Europacific Growth CL A Mutual Fund $1,709,274
American Funds Washington Mutual
Investors Fund CL A Mutual Fund $2,610,689
Baron Growth Fund Mutual Fund $ 148,728
Calamos Growth Fund CL A Mutual Fund $ 493,974
Fidelity Contrafund Mutual Fund $ 974,288
Fidelity Spartan US Equity Index Fund Mutual Fund $ 194,843
Freemont Bond Fund Mutual Fund $ 163,272
Hotchkis & Wiley Mid Cap Value CL 1 Mutual Fund $ 340,975
Neuberger & Berman Genesis Fund Trust Mutual Fund $ 422,533
Guaranteed Investment
Metropolitan Life Stable Value Contract Contract $1,062,804
Royce Total Return Mutual Fund $ 151,114
American Funds US Gov't Securities Fund CL A Mutual Fund $ 1,411
Participant Loans 5.00% - 11.00% -0- $ 175,842
* Party-in-interest
See Independent Auditors' Report.
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees 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 26, 2007
/s/ Herbert Bass
---------------------
By: Herbert Bass
Trustee
11