-----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, G+AJ8h1VrNwBVswyqSHIdfGv5FcZ4eEKOXUYfYNnn0btNCTi9KkU+76mOhieClSv Nj85KbrCC/KwrQLEjUnRUQ== 0000912057-00-018175.txt : 20000417 0000912057-00-018175.hdr.sgml : 20000417 ACCESSION NUMBER: 0000912057-00-018175 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOCAL INC CENTRAL INDEX KEY: 0000911684 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943142791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52517 FILM NUMBER: 601783 BUSINESS ADDRESS: STREET 1: 4 MAGUIRE ROAD CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 7812807800 MAIL ADDRESS: STREET 1: 4 MAGUIRE ROAD CITY: LEXINGTON STATE: MA ZIP: 02421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061047163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE KENDALL SQ CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6172527500 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 SC 13D/A 1 SC 13D/A --------------------------------- OMB Approval --------------------------------- OMB Number: 3235-0145 Expires: ______________ Estimated average burden Hours per form ......... 14.90 --------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)(1) FOCAL, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 343909107 ---------------------------------- (CUSIP Number) MICHAEL S. WYZGA PAUL M. KINSELLA GENZYME CORPORATION PALMER & DODGE LLP ONE KENDALL SQUARE ONE BEACON STREET CAMBRIDGE, MA 02139 BOSTON, MA 02108 (617) 252-7500 (617) 573-0100
- -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 14, 2000 ------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_| . NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 pages) ------------------ (1)The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the NOTES). SCHEDULE 13D - -------------------------------- ----------------------- CUSIP NO. 343909107 Page 2 of 5 pages -------- - ------------------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON GENZYME CORPORATION I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 06-1047163 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION MASSACHUSETTS - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 1,424,622 BY EACH REPORTING PERSON WITH -------------------------------------------- 8 SHARED VOTING POWER 0 -------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,424,622 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,424,622 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 9.6% - -------------------------------------------------------------------------------- 14 TYPE OR REPORT PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS Page 3 of 5 pages This Amendment No. 1 amends and supplements the Statement on Schedule 13D initially filed by Genzyme Corporation, a Massachusetts corporation ("Genzyme"), with the Securities and Exchange Commission (the "Commission") on November 8, 1999. Except as set forth below, there are no changes in the information set forth in the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is amended by replacing in its entirety the information regarding the directors and executive officers of Genzyme that is set forth in Exhibit 1 to the Schedule 13D and incorporated in such item by reference with the information set forth in Exhibit 1 to this Amendment No. 1 on Schedule 13D and incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is amended by inserting the following text at the end of such item: On April 14, 2000, Genzyme purchased 614,250 shares (the "First Option Shares") of Common Stock for an aggregate purchase price of $4,999,995. The funds used in making the purchase came from Genzyme's working capital. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended by replacing such item in its entirety with the following text: (a) Genzyme beneficially owns 1,424,622 shares of Common Stock, representing 9.59% of the outstanding shares of Common Stock of the Issuer based on 14,235,231 shares outstanding as of March 20, 2000. The Initial Shares were acquired from the Issuer in a private placement on November 8, 1999 and the First Option Shares were acquired from the Issuer in a private placement on April 14, 2000 pursuant to the exercise by the Issuer of the first option described in Item 4. (b) Genzyme has sole voting and investment power over the Initial Shares and the First Option Shares. (c) Other than pursuant to the transactions described in Item 3 and Item 4, neither Genzyme nor any director or executive officer of Genzyme has acquired or disposed of any shares of Common Stock of the Issuer during the past 60 days. (d) Not applicable. (e) Not applicable. Page 4 of 5 pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 14, 2000 GENZYME CORPORATION By: /s/ Michael S. Wyzga -------------------------------- Michael S. Wyzga Senior Vice President, Finance; Chief Financial Officer; and Chief Accounting Officer Page 5 of 5 pages EXHIBIT INDEX The Exhibit Index is amended by replacing the text of such Index in its entirety with the following text: Exhibit 1: Directors and Executive Officers of Genzyme. Filed herewith. Exhibit 2: Stock Purchase Agreement dated as of October 23, 1999. Filed as Exhibit 2 to Statement on Schedule 13D filed on November 8, 1999 (File No. 000-23247). Exhibit 3: Registration Rights Agreement dated as of October 21, 1999. Filed as Exhibit 3 to Statement on Schedule 13D filed on November 8, 1999 (File No. 000-23247).
EX-1 2 EX-1 EXHIBIT I DIRECTORS OF GENZYME Set forth below is the name, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director of Genzyme. Unless otherwise indicated, each director is a citizen of the United States. Henri A. Termeer Chairman of the Board, President and Chief Executive Officer Genzyme Corporation One Kendall Square Cambridge, Massachusetts 02139 Constantine E. Anagnostopoulos Managing General Partner Gateway Associates (venture capital limited partnership) 800 Maryland Avenue, Suite 1190 St. Louis, MO 63105 Douglas A. Berthiaume Chairman, President and Chief Executive Officer Waters Corporation (high technology manufacturer of products used for analysis and purification) 34 Maple Street Milford, Massachusetts 01757 Henry E. Blair Chairman and Chief Executive Officer Dyax Corp. (bioseparation, pharmaceutical discovery and development company) One Kendall Square, Building 600, 5th Floor Cambridge, Massachusetts 02139 Robert J. Carpenter Chairman GelTex Pharmaceuticals, Inc. (biotechnology company) 70 Walnut Street Wellesley, Massachusetts 02181 Charles L. Cooney Professor of Chemical and Biochemical Engineering Massachusetts Institute of Technology 25 Ames Street Building 66-Room 472 Cambridge, Massachusetts 02139 EXHIBIT I Henry R. Lewis c/o Genzyme Corporation One Kendall Square Cambridge, Massachusetts 02139 EXECUTIVE OFFICERS OF GENZYME Set forth below is the name and present principal occupation of each of the executive officers of Genzyme. Unless otherwise indicated, each executive officer is a citizen of the United States and has as his principal business address One Kendall Square, Cambridge, Massachusetts 02139. Henri A. Termeer Chairman of the Board, President and Chief Executive Officer Russell J. Campanello Senior Vice President, Human Resources Earl M. Collier, Jr. Executive Vice President; President, Surgical Products David D. Fleming Group Senior Vice President, Diagnostic Products and Genetics Michael S. Wyzga Senior Vice President, Chief Financial Officer and Chief Accounting Officer Richard A. Moscicki Senior Vice President, Clinical, Medical and Regulatory Affairs; Chief Medical Officer Alan E. Smith Senior Vice President, Research; Chief Scientific Officer Citizenship: United Kingdom G. Jan van Heek Executive Vice President, Therapeutics and Genetics Citizenship: The Netherlands Peter Wirth Executive Vice President, Legal, Corporate Development, Molecular Oncology and Pharmaceuticals; Chief Legal Officer -----END PRIVACY-ENHANCED MESSAGE-----