UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-3 Mark one |X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended July 31, 1996 or |_| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ______________ to ____________________ Commission File Number 1-9974 ENZO BIOCHEM, INC. ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 13-2866202 - --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 60 Executive Boulevard, Farmingdale, New York 11735 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (5l6) 755-5500 - ------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.01 par value The American Stock Exchange - ---------------------------- ------------------------------------------- (Title of Class) (Name of each Exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| As of October 21, 1996, the Registrant had 21,951,349 shares of Common Stock outstanding. The aggregate market value of the Common Stock held by nonaffiliates as of October 21, 1996 was approximately $316,492,296. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K --------------------------------------------- (a) (1) Consolidated Financial Statements Consolidated Balance Sheet - July 31, 1996 and 1995 Consolidated Statement of Operations- Years ended July 31, 1996, 1995 and 1994 Consolidated Statement of Stockholders' Equity- Years ended July 31, 1996, 1995 and 1994 Consolidated Statement of Cash Flows- Years ended July 31, 1996, 1995 and 1994 Notes to Consolidated Financial Statements. (2) Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts All other schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto or because they are not required. (3) Exhibits The following documents are filed as Exhibits to this Annual Report on Form 10-K: Exhibit No Description ------- ----------- 3(a) Certificate of Incorporation, as amended March 17, 1980. (1) 3(b) June 16, 1981 Certificate of Amendment of the Certificate of Incorporation. (2) 3(c) Certificate of Amendment to the Certificate of Incorporation. (11) 3(d) Bylaws. (1) 4(d) Form of Note Indenture. (3) 10(a) 1980 Stock Option Plan. (1) 10(b) Investment Agreement between the registrant and Johnson & Johnson Development Corp. dated June 25, 1982. (4) 10(c) Agreement between the registrant and Ortho Diagnostic System, Inc. dated June 25, 1982. (5) 10(d) 1983 Incentive Stock Option Plan.(6) 10(e) Letter Agreement between the Company and Ortho Diagnostic Systems, Inc. dated as of January 1, 1985. (7) 10(f) Lease Agreement dated as of December 1, 1985. (8) 10(g) Indenture of Mortgage and Trust dated as of December 1, 1985. (8) 10(h) Letter of Credit Agreement dated as of December 1, 1985.(8) 10(i) Leasehold Mortgage and Security Agreement dated as of February 5, 1986. (8) 10(j) Loan Agreement dated as of December 31, 1985. (8) 10(k) Restricted Stock Plan. (8) 10(p) Agreement with First New York Bank for Business. (14) 10(q) Agreement with BioHealth Laboratories, Inc. shareholders filed herewith. (15) 10(r) Agreement with Johnson & Johnson, Inc. filed herewith. (16) 10(s) 1993 Incentive Stock Option Plan. (16) 10(t) Employment Agreement with Elazar Rabbani. (16) 10(u) Employment Agreement with Shahram Rabbani. (16) 10(v) Employment Agreement with Barry Weiner. (16) 10(w) 1994 Stock Option Plan (17). 10(x) Stipulation of Settlement with the City of New York (18). 10(y) Agreement with Corange International Limited (Boehringer Mannheim) effective April 1994. (19) 10(z) Agreement with Amersham International effective February 1995. (18)(19) 10(aa) Agreement with Dako A/S effective May 1995. (18) (19) 10(bb) Agreement with Baxter Healthcare Corporation (VWR Scientific Products) effective September 1995. (18) (19) 10(cc) Agreement with Yale University and amendments thereto. (19) 10(dd) Agreement with The Research Foundation of the State of New York effective May 1987. (18) (19) 11 Computation of per-share earnings (18). 21 Subsidiaries of the registrant: Enzo Clinical Labs, Inc., a New York Corporation Enzo Diagnostics, Inc., a New York Corporation Enzo Therapeutics, Inc., a New York Corporation 23 Consent of Independent Auditors (18). Notes to (a)(3) - ---------- (1) The exhibits were filed as exhibits to the Company's Registration Statement on Form S-18 (File No. 2-67359) and are incorporated herein by reference. (2) This exhibit was filed as an exhibit to the Company's Form 10-K for the year ended July 31, 1981 and is incorporated herein by reference. (3) These exhibits were filed as exhibits to the Company's Current Report on Form 8-K dated April 4, 1986 and are incorporated herein by reference. (4) This exhibit was filed as an exhibit to the Company's Current Report on Form 8-K dated June 29, 1982 and is incorporated herein by reference. (5) This exhibit was filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended July 31, 1983 and is incorporated herein by reference. (6) This exhibit was filed with the Company's definitive proxy statement dated February 4, 1983 and is incorporated herein by reference. (7) This exhibit was filed with the Company's Annual Report on Form 10-K for the year ended July 31, 1985 and is incorporated herein by reference. (8) These exhibits were filed as exhibits to the Company's Quarterly Report on Form 10- Q for the quarter ended January 31, 1986 and are incorporated herein by reference. (9) This exhibit was filed as an exhibit to the Company's Registration Statement on Form S-2(33-7657) and is incorporated herein by reference. (10) This exhibit was filed as an exhibit to the Company's Current Report on Form 8-K dated July 12, 1990 and is incorporated herein by reference. (11) This exhibit was filed with the Company's Annual Report on Form 10-K for the year ended July 31, 1989 and is incorporated herein by reference. (12) This exhibit was filed with the Company's Annual Report on Form 10-K for the year ended July 31, 1990 and is incorporated herein by reference. (13) This exhibit was filed with the Company's Annual Report on Form 10-K for the year ended July 31, 1991 and is incorporated herein by reference. (14) This exhibit was filed with the Company's Annual Report on Form 10-K for the year ended July 31, 1992 and is incorporated herein by reference. (15) This exhibit was filed as an exhibit to the Company's Registration Statement on Form S-3 (33-72170) and is incorporated herein by reference. (16) This exhibit was filed with the Company's Annual Report on Form 10-K for the year ended July 31, 1994 and is incorporated herein by reference. (17) This exhibit was filed with the Company's Annual Report on Form 10-K for the year ended July 31, 1995 and is incorporated herein by reference. (18) This exhibit was filed with the Company's Annual Report on Form 10-K for the year ended July 31, 1996 or previously filed Amendment thereto and is incorporated by reference. (19) These exhibits are subject to a confidential treatment request pursuant to Securities Exchange Act Rule 24b-2 - ---------- (b) The Company's Current Reports on Form 8-K filed during the quarter ended July 31, 1996 -- none. (c) See Item 14(a)(3), above. (d) See Item 14(a)(2), above. ************* S I G N A T U R E S Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ENZO BIOCHEM, INC. Date: February 4, 1997 By: /s/ Elazar Rabbani --------------------- Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Elazar Rabbani February 4, 1997 - ------------------------------------ Elazar Rabbani, Chairman of Board of Directors (Principal Executive Officer) /s/ Shahram K. Rabbani February 4, 1997 - ------------------------------------ Shahram K. Rabbani, Chief Operating Officer, Treasurer and Director (Principal Financial and Accounting Officer) /s/ Barry W. Weiner February 4, 1997 - ------------------------------------ Barry W. Weiner, President, Secretary and Director - ------------------------------------ John B. Sias, Director - ------------------------------------ John J. Delucca, Director EXHIBIT INDEX Exhibit No Description ------- ----------- 10(y) Agreement with Corange International Limited (Boehringer Mannheim) effective April 1994. (1) 10(cc) Agreement with Yale University and amendments thereto. (1) - ---------- (1) These exhibits are subject to a confidential treatment request pursuant to Securities Exchange Act Rule 24b-2