-----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, QxMTHsWrENcvZD+NqfoVtKnt+6IUY3x16pa75oVK5uGMSKVgyzMR94N5tX533MpK hMdH8lcuTa9alje168eOGA== /in/edgar/work/0000912057-00-032458/0000912057-00-032458.txt : 20000720 0000912057-00-032458.hdr.sgml : 20000720 ACCESSION NUMBER: 0000912057-00-032458 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 061047163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: SEC FILE NUMBER: 333-31548 FILM NUMBER: 675307 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 424B2 1 a424b2.txt 424B2 Filed Pursuant to Rule 424(b)(2) Registration No. 333-31548 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 14, 2000 1,607,400 SHARES GENZYME MOLECULAR ONCOLOGY DIVISION COMMON STOCK Genzyme Corporation is offering up to 1,607,400 shares of Genzyme Molecular Oncology Division Stock, $0.01 par value per share, which we refer to as "GZMO Stock." GZMO Stock is a series of our common stock designed to reflect the financial performance of our Molecular Oncology division. We have not engaged an underwriter or placement agent to assist with this offering. Instead, our employees will sell the shares directly to a limited number of investors. We will sell the GZMO Stock for $12.91 per share. GZMO Stock is traded on the Nasdaq National Market under the symbol "GZMO." On July 17, 2000, the last sale price for GZMO Stock as reported by the Nasdaq was $13.6875 per share. Each investor must purchase a minimum of 77,500 shares. The minimum investment, consequently, is approximately $1.0 million. If we sell all 1,607,400 shares, we will receive gross proceeds of approximately $20.75 million. We expect to incur approximately $30,000 in offering expenses, regardless of the number of shares we sell. We will allocate the net proceeds from the offering to our Molecular Oncology division. ------------------------ INVESTING IN GZMO STOCK INVOLVES SIGNIFICANT RISK. THESE RISKS ARE DESCRIBED UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS. WE RECOMMEND THAT YOU FOCUS PARTICULARLY ON "RISKS RELATED TO GENZYME MOLECULAR ONCOLOGY" ON PAGES 16 THROUGH 18; "RISKS RELATED TO GENZYME" ON PAGES 4 THROUGH 10; AND "RISKS RELATED TO GENZYME TRACKING STOCKS" ON PAGES 10 THROUGH 14. ------------------------ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------------------ We will terminate this offering on August 1, 2000, unless, before that date, we sell all 1,607,400 shares. THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 17, 2000 (This prospectus supplement replaces the prospectus supplement dated July 14, 2000) Genzyme Corporation - One Kendall Square - Cambridge, Massachusetts 02139 - (617) 252-7500 TABLE OF CONTENTS
PAGE -------- PROSPECTUS SUPPLEMENT Use of Proceeds............................................. S-3 Plan of Distribution........................................ S-4 PROSPECTUS Genzyme Corporation......................................... 3 Risk Factors................................................ 4 Note Regarding Forward-Looking Statements................... 27 Use of Proceeds............................................. 28 Ratio of Earnings to Fixed Charges and Preferred Stock Dividends................................................. 28 Description of Debt Securities.............................. 29 Description of Preferred Stock.............................. 38 Description of Genzyme Common Stock......................... 40 Description of Warrants..................................... 52 Description of Management and Accounting Policies........... 54 Plan of Distribution........................................ 59 Legal Matters............................................... 60 Experts..................................................... 60 Where You Can Find More Information......................... 61
------------------------ You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is different. You should not assume that the information in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other than the date of the applicable document. We are offering to sell and seeking offers to buy shares of GZMO Stock only in jurisdictions where we are permitted to make offers and sales. ------------------------ "Genzyme" is a trademark and service mark and "SAGE" is a trademark of Genzyme. All rights reserved. S-2 USE OF PROCEEDS We estimate the net proceeds from the sale of 1,607,400 shares of GZMO Stock in this offering would be approximately $20.75 million. We cannot assure that we will sell all 1,607,400 shares. The principal purpose of this offering is to fund Genzyme Molecular Oncology's research and preclinical and clinical development activities. We also anticipate that the net proceeds will be used for working capital and general corporate purposes. Genzyme Molecular Oncology may use a portion of the net proceeds to acquire or invest in complementary businesses, joint ventures, products or technologies. From time to time Genzyme Molecular Oncology enters into discussions regarding acquisitions or investments. Genzyme Molecular Oncology's management will have broad discretion to allocate the proceeds from this offering to uses that it believes are appropriate. Pending these uses, we currently intend to invest the net proceeds from this offering in short-term, interest-bearing securities or deposit accounts. S-3 PLAN OF DISTRIBUTION We are selling the shares of GZMO Stock directly to a limited number of investors. Our employees are selling the shares without the assistance of an underwriter or placement agent. Our employees will not receive any compensation based upon their participation in this offering and, pursuant to Rule 3a4-1 of the Exchange Act, will not be deemed to be brokers as defined in the Exchange Act. At any closing, we will deliver certificates representing the shares purchased or effect the sale through the book entry facilities of The Depository Trust Company, in each case against payment of the aggregate purchase price for the shares purchased. We determined the per share price through oral discussions with potential purchasers. The price represents approximately a 10% discount from the average closing prices as reported by the Nasdaq during a trading period ending prior to the date of this prospectus supplement. We expect to incur approximately $30,000 in offering expenses. S-4
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