================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 11-K ANNUAL REPORT 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, 2003 OR |_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. 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., 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 TABLE OF CONTENTS REPORT OF WATSON RICE LLP INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ......................... F-1 FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002: Statements of Net Assets Available for Benefits ..................... F-2 Statement of Changes in Net Assets Available for Benefits............ F-3 Notes to Financial Statements ....................................... F-4 SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 2003: Schedule H, Item 4i -- Schedule of Assets Held at End of Year .............................. F-8 REPORT OF AUDREY WALLACH, CPA, INDEPENDENT AUDITORS ....................... F-10 FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2002 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS .................................................. F-11 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS .................................................. F-12 NOTES TO FINANCIAL STATEMENTS ............................................. F-13 SCHEDULE OF NON-EXEMPT TRANSACTIONS ....................................... F-17 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, 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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. The financial statements of Enzo Biochem, Inc. Salary Reduction Profit Sharing Plan as of December 31, 2002 were audited by other auditors whose report dated September 20, 2003 expresses an unqualified opinion on those statements. We conducted our audit 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, 2003 and the changes in net assets available for benefits for the year ended December 31, 2003 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. WATSON RICE LLP New York, New York July 9, 2004 F-1 ENZO BIOCHEM, INC. SALARY REDUCTION PROFIT SHARING PLAN Statements of Net Assets Available for Benefits December 31, 2003 2002 ---------- ---------- ASSETS Investments at Fair Value: Mutual funds $6,213,531 $4,409,225 Common stock 1,685,349 1,031,265 ---------- ---------- 7,898,880 5,440,490 ---------- ---------- Receivables: Employer's contributions 282,239 257,450 Participants' contributions 480 - ---------- ---------- 282,719 257,450 ---------- ---------- Loans receivable -- participants 235,312 174,741 ---------- ---------- TOTAL ASSETS 8,416,911 5,872,681 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $8,416,911 $5,872,681 ========== ========== See notes to financial statements F-2 ENZO BIOCHEM, INC. SALARY REDUCTION PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2003 Additions to Net Assets Attributed to: Participants' contributions $ 704,353 Employer's contributions 284,609 Rollovers 24,698 Interest on loans to participants 9,471 Net appreciation in fair value of investments: Mutual funds 1,242,258 Common stock 439,811 1,682,069 ---------- ---------- Total Additions 2,705,200 ---------- Deductions from Net Assets Attributed to: Benefits paid to participants 130,683 Administrative expenses 30,287 ---------- Total Deductions 160,970 ---------- Net increase in net assets 2,544,230 Net Assets Available for Benefits, Beginning of Year 5,872,681 ---------- Net Assets Available for Benefits, End of Year $8,416,911 ========== See notes to financial statements. F-3 ENZO BIOCHEM, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 AND 2002 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., Enzo Clinical Labs, Inc., Enzo Therapeutics, Inc. and Enzo Life Sciences (the "Companies") who have completed three months of service and have attained age twenty-one. The Plan is subject to the provisions of the Employment Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Eligible employees can elect to defer up to 17% of their compensation, as defined by the Plan, limited to the maximum for each year ($12,000 in 2003) permitted by the Internal Revenue Code. In addition, the Companies will contribute to the plan a discretionary matching contribution equal to 50% of the employees' 401(k) contribution, not to exceed 10% of the employee'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 2003 and 2002 the total matching contributions were $282,239 and $257,450, respectively, in the form of Enzo Biochem Inc. company stock. F-4 ENZO BIOCHEM, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 1. PLAN DESCRIPTION - CONTINUED PARTICIPANTS' ACCOUNTS Contributions are invested in a choice of sixteen mutual funds and the common stock of Enzo Biochem, Inc. (see Note 7). Contribution selections are designated by the participants. Each participant's account is credited with the participant's contribution and allocations of (a) the Companies contributions 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 Companies' matching contribution and earnings thereon, is ratable over four years of service. Forfeitures are allocated among participants eligible to share for a plan year. 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 participants' 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. F-5 ENZO BIOCHEM, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 1. PLAN DESCRIPTION - CONTINUED 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 interest, dividends, 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. F-6 ENZO BIOCHEM, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - CONTINUED NOTE 3. INVESTMENTS The Plan's investments are held by Counsel Trust Company. The following table presents the fair values, as determined by quoted market price, of the investments except for the Metropolitan Life Insurance contract which is presented at contract value: 2003 ----------- Enzo Biochem, Inc.* $ 1,685,349 American Funds American Balanced Fund CL A* 1,115,300 American Century Income & Growth 33,501 Babson Value Fund* 425,814 American Funds Europacific Growth CL A* 911,523 Federated Kaufmann Fund Cl K 327,550 Fidelity Concord Str Spartan US Eqidx 64,696 Fidelity Contrafund Inc. Common* 477,631 Aim Invesco Dynamics Fund 37,061 Aim Invesco Small Company Growth Fund 13,967 Aim Invesco Technology Fund Investor CL 66,829 Janus Invt Fd Sh Ben Int* 571,213 Neuberger & Berman Genesis Fund Trust 202,482 Putnam New Opportunities Fd Sh Ben Int A 10,498 American Funds Washington Mutual Investors Fund CL A* 1,401,057 American Funds US Gov't Securities Fund CL A 167,211 Metropolitan Life Ins Co - Ins Prods 387,198 * Denotes investments representing 5% or more of net assets available for benefits at December 31, 2003. F-7 ENZO BIOCHEM, INC. SALARY REDUCTION PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - CONTINUED 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 3.7% for 2003. NOTE 5. PLAN TERMINATION Although it has not expressed any intent to do so, the Companies have the right under the Plan to discontinue their 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. NOTE 7. RELATED PARTY TRANSACTIONS During 2003, the plan purchased shares of stock in Enzo Biochem, Inc., the parent company of the plan sponsor, at market prices totaling approximately $353,696. In addition, shares were sold, at market prices totaling approximately $139,423. At December 31, 2003 and 2002 the Plan held Enzo Biochem, Inc. stock at market prices totaling $1,685,349 and $1,031,265, respectively. Fees paid by the Plan to the Plan administrators amounted to $30,287 for the year ended December 31, 2003. F-8 ENZO BIOCHEM, INC. SALARY REDUCTIONS PLAN SCHEDULE H, ITEM 4I SCHEDULE OF ASSETS HELD AT END OF YEAR E.I.N. # 13-2869332 PLAN # 001 YEAR ENDED DECEMBER 31, 2003