-----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, P/adkgrmdORsZ2LgrH58ibSQ1SVV4cAU+SWbP+jXS80tK9nC9SvOdBjYk5MGUPGc BRKlw/U8ciqaHJrUj4BT+g== 0000912057-00-023181.txt : 20000512 0000912057-00-023181.hdr.sgml : 20000512 ACCESSION NUMBER: 0000912057-00-023181 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000511 FILER: 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: DEFA14A SEC ACT: SEC FILE NUMBER: 000-14680 FILM NUMBER: 625492 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 DEFA14A 1 DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-12 GENZYME CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ GENZYME CORPORATION One Kendall Square Cambridge, MA 02139-1562, U.S.A. 617 252-7500 [LOGO] FAX 617 252-7600
May 12, 2000 Dear Stockholder: The May 25, 2000 Annual Meeting of Stockholders is just a couple of weeks away. This is a reminder to you that if you have not yet voted your proxy, you should do so as soon as possible. Your vote is important to us, and we want to be sure it is received in time to be counted. We are requesting your favorable vote on this year's proposals. Proposal 1 is for the re-election of Henri Termeer as a director of the corporation. You can find information regarding Mr. Termeer in pages 6 - 7 of the proxy statement. Proposal 2 provides for an amendment to our 1990 Equity Incentive Plan to increase the number of shares of Genzyme Surgical Products Stock available for grant to our employees. We are asking for approval for an additional 175,000 shares of GZSP Stock, for a total of 675,000 authorized shares. Stock options are an important tool for attracting and retaining qualified employees. We have adopted policies to manage this program that help us balance our ability to grant options with stockholder dilution concerns. Specifically, we: - restrict the number of options we grant in any year to a percentage of the previous year's ending shares outstanding; and - have granted an increasing number of performance-related options. Performance-related options vest based on achieving specific revenue, profitability or stock price goals within relatively short periods of time, consistent with increasing stockholder value. Approval of this proposal will enable us to maintain this program at a competitive and appropriate level for the next year. It is explained in more detail in pages 20 - 22 of the proxy statement. Proposal 3 is an amendment and restatement of our corporate charter. We are asking for your favorable vote in order to modify the terms of the GZMO, GZSP and/or GZTR Stocks to provide consistency among those tracking stocks, increase operational flexibility and enhance marketability of those series of stock. Among the specific changes being proposed to those tracking stocks are: - modification of the mandatory exchange provision, intended to make it more likely that, if we sell all or substantially all of a division's assets, stockholders receive a distribution that accurately reflects the value assigned to those assets by a third party purchaser; - addition of an optional exchange feature permitting us to "spin off" a division to the division's stockholders; and - inclusion in the GZMO and GZTR Stocks of the same provisions already governing the GZSP Stock that could help us to avoid potentially adverse consequences to us or our stockholders should there be imposed any federal laws or regulations taxing the issuance, receipt or holding of tracking stock, or requiring for tax purposes that our tracking stock not be treated solely as stock of the company. Proposal 3 contains several other changes to our tracking stocks and related issues, all described in the proxy statement. For the parts of the amendment that are specific to the GZMO, GZSP or GZTR Stock, adoption requires the favorable vote of a majority of shares outstanding both of that series and of all Genzyme stockholders voting together as one class. If shareholders of a particular series, with that series voting separately, do not approve the charter amendment, then the terms of that series will not be amended. I encourage you to review this information carefully. The proposal, detailed in pages 22 - 28 and in the attached appendix of the proxy statement, also includes a discussion of dissenting stockholders' appraisal rights. It is our hope that you will support this year's proxy proposals. There are several methods of voting available to you, which we hope will make the process convenient and fast. You may vote by signing and returning the proxy card which was delivered to you. Your proxy card also includes instructions for voting by phone or on the Internet. You may also vote by accessing our proxy voting web site at http://www.eproxyview.com. This web site provides links for electronic voting, whether you are a registered holder with our transfer agent or hold your shares through a bank or brokerage account. Whatever method you choose, we thank you for participating in this year's proxy process. Sincerely, [LOGO] Susan P. Cogswell Director, Shareholder Relations
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