-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TP+qJo7xGK6Lgm0JCCNY7V7Pb8jb3HkxixOmIJ9dYZPmISfyzCz7Ot2bQ3BJWIwX uBTy5j2HU4Srd7LrcYpI9A== 0000930413-10-000386.txt : 20100129 0000930413-10-000386.hdr.sgml : 20100129 20100129105958 ACCESSION NUMBER: 0000930413-10-000386 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100128 ITEM INFORMATION: Other Events FILED AS OF DATE: 20100129 DATE AS OF CHANGE: 20100129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENZO BIOCHEM INC CENTRAL INDEX KEY: 0000316253 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 132866202 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09974 FILM NUMBER: 10556196 BUSINESS ADDRESS: STREET 1: 60 EXECUTIVE BLVD CITY: FARMINGDALE STATE: NY ZIP: 11735 BUSINESS PHONE: 5167555500 MAIL ADDRESS: STREET 1: ENZO BIOCHEM INC STREET 2: 60 EXECUTIVE BLVD CITY: FARMINGDALE STATE: NY ZIP: 11735 8-K 1 c60165_8-k.htm c60165_8-k.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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): January 28, 2010

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)
 
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))
 


Item 8.01      Other Events.

On January 28, 2010, Enzo Biochem, Inc. (the “Company”) reached an agreement with Mr. Shahram K. Rabbani to settle all of his claims against the Company, Dr. Elazar Rabbani, the Chairman of the Board of Directors of the Company (the “Board”), Chief Executive Officer and Secretary of the Company, and Barry W. Weiner, the President, Chief Financial Officer, Principal Accounting Officer, Treasurer and a member of the Board, relating to the termination of Mr. Shahram K. Rabbani’s employment with the Company’s clinical labs division (“Enzo Labs”) in March 2009.

As previously announced, on April 30, 2009, Mr. Shahram K. Rabbani submitted a demand for arbitration and related statement of claim to the American Arbitration Association, naming the Company, Dr. Elazar Rabbani and Mr. Barry W. Weiner as respondents and alleging, among other things, claims relating to the termination of Mr. Shahram K. Rabbani’s employment as President of Enzo Labs. Mr. Shahram K. Rabbani sought damages of no less than $10 million, consisting of contractually prescribed severance payments (approximately $2.5 million), plus additional base salary and bonus going forward for several years, compensatory damages, and punitive damages, including attorneys’ fees and costs in connection with these proceedings. Under the terms of the settlement agreement, Mr. Shahram K. Rabbani will discontinue all actions he commenced against the Company, Dr. Elazar Rabbani and Mr. Barry W. Weiner. In exchange, the Company has agreed to pay Mr. Shahram K. Rabbani a lump sum payment of $2.7 million. The parties have also agreed to execute mutual general releases.

In addition, as previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2010, on January 27, 2010 the U.S. District Court for the Southern District of New York entered an order denying Mr. Shahram K. Rabbani’s motion for a preliminary injunction to enjoin the Company from convening the Company’s 2009 Annual Meeting of Shareholders on January 29, 2010 (the “Annual Meeting”). Accordingly, the Annual Meeting was held as originally scheduled on January 29, 2010.

 


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: January 29, 2010 By: /s/ Barry W. Weiner        
    Barry W. Weiner
    President


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