-----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, AV0wf8UVDF9HMpCYeV5/FR2Kfs0QwawXyHDJFqC/xlUDZ0+bX/gHL5dBEH2d7TPi NL4MNwsNVc5Hn/VNCOYIwQ== /in/edgar/work/20000913/0000912057-00-041241/0000912057-00-041241.txt : 20000922 0000912057-00-041241.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-041241 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000825 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000913 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: 8-K SEC ACT: SEC FILE NUMBER: 000-14680 FILM NUMBER: 722345 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 8-K 1 a2025632z8-k.txt FORM 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): AUGUST 25, 2000 GENZYME CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-14680 06-1047163 (State or other jurisdiction of (Commission file number) (IRS employer identification incorporation or organization) 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. On March 6, 2000, Genzyme Corporation ("Genzyme"), a Massachusetts corporation, Seagull Merger Corporation, a Massachusetts corporation and wholly-owned subsidiary of Genzyme ("Merger Sub"), and Biomatrix, Inc. ("Biomatrix"), a Delaware corporation, entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the parties will effect a business combination through a merger of Biomatrix with and into Merger Sub (the "Merger"). On August 25, 2000, Genzyme, Merger Sub and Biomatrix entered into Amendment No. 2 to the Agreement and Plan of Merger (the "Amendment"). Under the terms of the Amendment, the parties have agreed to extend the termination date of the Merger from September 30, 2000 to October 31, 2000 (the "Outside Date"). In addition, they have agreed that either Genzyme or Biomatrix may on October 30, 2000, by written notice to the other, extend the Outside Date to a date not later than November 15, 2000 if such party is in the process of soliciting proxies for the Biomatrix Stockholders Meeting or the Genzyme Stockholders Meeting, as the case may be. The preceding description of Amendment No. 2 to the Agreement and Plan of Merger is qualified in its entirety by reference to the copy of the amendment included as an exhibit hereto, which is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS:
EXHIBIT NO. DESCRIPTION - ------- ----------- 99.1 Amendment No. 2 to the Agreement and Plan of Merger, as amended, dated as of August 25, 2000, among Genzyme Corporation, SeagullMerger Corporation and Biomatrix, Inc. Filed herewith.
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: September 13, 2000 By: /s/ Michael Wyzga -------------------------------------- Michael Wyzga, Senior Vice President and Chief Financial Officer EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- 99.1 Amendment No. 2 to the Agreement and Plan of Merger, as amended, dated as of August 25, 2000, among Genzyme Corporation, Seagull Merger Corporation and Biomatrix, Inc. Filed herewith.
EX-99.1 2 a2025632zex-99_1.txt EXHIBIT 99-1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger (this "AMENDMENT") is made as of August 25, 2000, by and among Genzyme Corporation, a Massachusetts corporation ("GENZYME"), Seagull Merger Corporation, a Massachusetts corporation and a wholly owned subsidiary of Genzyme ("SEAGULL"), and Biomatrix, Inc., a Delaware corporation ("BIOMATRIX"). WHEREAS, the parties have entered into that certain Agreement and Plan of Merger dated as of March 6, 2000 (as amended by Amendment No. 1 thereto, dated April 17, 2000, the "MERGER AGREEMENT"), which provides that Biomatrix be merged with and into Seagull on the terms and subject to the conditions set forth in the Merger Agreement; and WHEREAS, the parties wish to amend the terms of the Merger Agreement; NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Section 10.1(a) of the Merger Agreement is hereby deleted in its entirety and replaced with the following: (a) by either Biomatrix or Genzyme, by written notice to the other, if the Effective Time shall not have occurred on or before October 31, 2000 (the "Outside Date"); provided, however, that the right to terminate this Agreement under this Section 10.1(a) shall not be available to any party whose breach of a representation or warranty or failure to fulfill any covenant or agreement under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date; and provided, further, however, that on October 30, 2000, either party, by written notice to the other, may extend the Outside Date to a date that is not later than November 15, 2000, if such party is in the process of soliciting proxies for the Biomatrix Stockholders Meeting or the Genzyme Stockholders Meeting, as the case may be; 2. Genzyme, Seagull and Biomatrix each represents and warrants that it has full corporate power and authority to enter into this Amendment; and that all corporate action on its part necessary to authorize this Amendment (other than the approval of the Merger (as defined in the Merger Agreement)), as contemplated by Section 10.5 of the Merger Agreement, has been taken. 3. Except as expressly modified hereby, the Merger Agreement shall remain in full force and effect in accordance with its original terms. 4. This Amendment shall be governed, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to principles of conflicts of laws, except to the extent that the laws of the State of Delaware apply to the Merger and the rights of stockholders of Biomatrix relative to the Merger. 5. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to Agreement and Plan of Merger as of the date first stated above. GENZYME CORPORATION By: /s/ Earl M. Collier, Jr. ------------------------------------------- Earl M. Collier, Jr. Executive Vice President SEAGULL MERGER CORPORATION By: /s/ Earl M. Collier, Jr. ------------------------------------------- Earl M. Collier, Jr. President By: /s/ David B. Johnston ------------------------------------------- David B. Johnston Treasurer BIOMATRIX, INC. By: /s/ Endre A. Balazs ------------------------------------------- Endre A. Balazs Chief Executive Officer and Chief Scientific Officer By: /s/ Rory B. Riggs ------------------------------------------- Rory B. Riggs President By: /s/ Maxine Seifert ------------------------------------------- Maxine Seifert Vice President, Finance, Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----