8-A12G/A 1 a8-a12ga.txt FORM 8-A/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GENZYME CORPORATION (Exact name of Registrant as Specified in its Charter) MASSACHUSETTS 06-1047163 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139 (Address of Principal Executive Offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and effective upon filing pursuant to is effective pursuant to General General Instruction A.(c), Instruction A.(d), please check please check the following box./ / the following box. /X/ Securities Act registration statement file number to which this form relates:_____________________________________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered NONE NONE Securities to be registered pursuant to Section 12(g) of the Act: GENZYME SURGICAL PRODUCTS DIVISION COMMON STOCK, PAR VALUE $.01 PER SHARE GSP STOCK PURCHASE RIGHTS (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT The Registration Statement on Form 8-A (the "Registration Statement") filed by Genzyme Corporation (the "Registrant") on June 11, 1999 is hereby amended by deleting Item 1(a) and Item 2 and replacing them with the Item 1(a) and Item 2 contained herein. Item 1(b) is not being amended and is reproduced herein. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. (a) Description of Genzyme Surgical Products Division Common Stock, par value $.01 per share. The description of the shares of Genzyme Surgical Products Division Common Stock, par value $.01 per share ("GZSP Stock") registered hereby is contained under Item 5 of the Registrant's Current Report on Form 8-K (File No. 0-14680) filed with the Securities and Exchange Commission (the "Commission") on June 30, 2000 and is hereby incorporated herein by reference. That description is qualified in its entirely by reference to the more complete description of the terms of GZSP Stock contained in the Restated Articles of Organization of Genzyme, which is filed as Exhibit 1 to this Registration Statement and is incorporated herein by reference. (b) Description of the GSP Stock Purchase Rights. Pursuant to the Amended and Restated Renewed Rights Agreement dated as of June 10, 1999 (the "Agreement") between Genzyme Corporation and American Stock Transfer & Trust Company, as Rights Agent, each outstanding share of GZSP Stock also represents one preferred stock purchase right (a "GSP Stock Purchase Right"). Each GSP Stock Purchase Right will, upon becoming exercisable, entitle the holder to buy one newly-issued share of Genzyme's Series D Junior Participating Preferred Stock, par value $0.01 per share, for each share of GZSP Stock, at an exercise price of $150 per share. The description of the GSP Stock Purchase Rights is contained in Amendment No. 1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 11, 1999, which is incorporated herein by reference. ITEM 2. EXHIBITS. 1. Restated Articles of Organization of the Registrant. Filed as Exhibit 1 to the Registrant's Current Report on Form 8-K filed with the Commission on June 30, 2000 (the "June 2000 Form 8-K"), and incorporated herein by reference. 2. Series Designation for the Series A, Series B, Series C and Series D Junior Participating Preferred Stock of the Registrant. Filed as Exhibit 2 to Amendment No. 1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 11, 1999, and incorporated herein by reference. 3. By-Laws of the Registrant. Filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 0-14680), and incorporated herein by reference. 4. Management and Accounting Policies Governing the Relationship of Genzyme Divisions. Filed as Exhibit 3 to the Registrant's June 2000 Form 8-K and incorporated herein by reference. 5. Amended and Restated Renewed Rights Agreement dated as of June 10, 1999 between the Registrant and American Stock Transfer & Trust Company. Filed as Exhibit 4 to Amendment No. 1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 11, 1999, and incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. GENZYME CORPORATION Date: June 30, 2000 By: /s/ Michael S. Wyzga -------------------------- Name: Michael S. Wyzga Title: Senior Vice President, Finance and Chief Financial Officer EXHIBIT NO. DESCRIPTION 1. Restated Articles of Organization of the Registrant. Filed as Exhibit 1 to the Registrant's Current Report on Form 8-K filed with the Commission on June 30, 2000 (the "June 2000 Form 8-K"), and incorporated herein by reference. 2. Series Designation for the Series A, Series B, Series C and Series D Junior Participating Preferred Stock of the Registrant. Filed as Exhibit 2 to Amendment No. 1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 11, 1999, and incorporated herein by reference. 3. By-Laws of the Registrant. Filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 0-14680), and incorporated herein by reference. 4. Management and Accounting Policies Governing the Relationship of Genzyme Divisions. Filed as Exhibit 3 to the Registrant's June 2000 Form 8-K, and incorporated herein by reference. 5. Amended and Restated Renewed Rights Agreement dated as of June 10, 1999 between the Registrant and American Stock Transfer & Trust Company. Filed as Exhibit 4 to Amendment No. 1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 11, 1999, and incorporated herein by reference.