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, 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 ---------- 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 ---------- 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: