8-K 1 a8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 17, 2000 GENZYME CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-14680 06-1047163 (State or other jurisdiction of (Commission file (IRS employer incorporation or organization) number) identification number) ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (617) 252-7500 ITEM 5. OTHER EVENTS. In connection with the offering by Genzyme Corporation (the "Company") to a limited number of purchasers up to 1,607,400 shares of Genzyme Molecular Oncology Stock, $0.01 par value per share (the "Shares") for $12.91 per share, which shares are covered by the Company's Registration Statement on Form S-3 (the "Registration Statement") (File No. 333 31548) previously declared effective by the Securities and Exchange Commission, and in order to furnish an exhibit for incorporation by reference into the Registration Statement, the Company hereby files as Exhibit 5.2 to the Registration Statement an opinion of Palmer & Dodge LLP, counsel to the Company, regarding the validity of the Shares. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS: Exhibit No. Description ------- ----------- 5.2 Opinion of Palmer & Dodge LLP. Filed herewith. 23.3 Consent of Palmer & Dodge LLP (included as part of their opinion filed herewith). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENZYME CORPORATION Dated: July 19, 2000 By: /s/ Michael Wyzga --------------------------------------- Michael Wyzga, Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 5.2 Opinion of Palmer & Dodge LLP. Filed herewith. 23.3 Consent of Palmer & Dodge LLP (included as part of their opinion filed herewith).