S-8 1 a2033444zs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on December 15, 2000 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENZYME CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 06-1047163 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139 (Address of Principal Executive Offices) ---------------------------------------- 1990 EQUITY INCENTIVE PLAN (Full Title of the Plan) PETER WIRTH, ESQ. Genzyme Corporation One Kendall Square Cambridge, Massachusetts 02139 (617) 252-7500 (Name, address and telephone number of agent for service) with copies to: PAUL M. KINSELLA, ESQ. Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-0100 -------------------------------------- CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of each class of securities Amount to be offering price aggregate offering Amount of to be registered registered(1) per share(2) price registration fee ---------------------------------------------------------------------------------------------------------------------- Genzyme Surgical Products 175,000 shares $7.00 $1,225,000 $323.40 Division Common Stock, $0.01 par value ----------------------------------------------------------------------------------------------------------------------
(1) Plus such additional number of shares of Genzyme Surgical Products Division Common Stock (the "Surgical Products Stock") as are required for issuance upon a stock split, stock dividend or similar transaction. Includes associated purchase rights which currently are evidenced by certificates for shares of Surgical Products Stock and automatically trade with such shares. (2) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h)(1). The proposed maximum offering price per share indicated equals the last per share sale price of the Surgical Products Stock on December 13, 2000 as reported by the Nasdaq National Market. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT STATEMENT REGARDING INCORPORATION OF INFORMATION BY REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT Pursuant to Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 23, 1999 (File No. 333-83677) relating to the registration of 500,000 shares of Genzyme Surgical Products Division Common Stock, $.01 par value (the "Surgical Products Stock") authorized for issuance under the Company's 1990 Equity Incentive Plan is incorporated by reference in its entirety in this Registration Statement. This Registration Statement provides for the registration of an additional 175,000 shares of Surgical Products Stock authorized for issuance under the Company's 1990 Equity Incentive Plan by the Company's Board of Directors on March 2, 2000 and approved by the Company's Stockholders on May 25, 2000. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 15th day of December, 2000. GENZYME CORPORATION By: /s/ Michael S. Wyzga ------------------------------------------------- Michael S. Wyzga Senior Vice President and Chief Financial Officer POWER OF ATTORNEY We, the undersigned officers and directors of Genzyme Corporation, hereby severally constitute and appoint Henri A. Termeer, Michael S. Wyzga, Evan M. Lebson and Peter Wirth, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE /s/ Henri A. Termeer Principal Executive December 15, 2000 ----------------------------------------- Officer and Director Henri A. Termeer /s/ Michael S. Wyzga Principal Financial and December 15, 2000 ----------------------------------------- Accounting Officer Michael S. Wyzga /s/ Constantine E. Anagnostopoulos Director December 15, 2000 ----------------------------------------- Constantine E. Anagnostopoulos /s/ Douglas A. Berthiaume Director December 15, 2000 ----------------------------------------- Douglas A. Berthiaume /s/ Henry E. Blair Director December 15, 2000 ----------------------------------------- Henry E. Blair /s/ Robert J. Carpenter Director December 15, 2000 ----------------------------------------- Robert J. Carpenter /s/ Charles L. Cooney Director December 15, 2000 ----------------------------------------- Charles L. Cooney /s/ Victor J. Dzau Director December 15, 2000 ----------------------------------------- Victor J. Dzau
2 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION *4.1 Restated Articles of Organization of Genzyme. Filed as Exhibit 1 to Genzyme's Current Report on Form 8-K filed on June 30, 2000. *4.2 By-laws of Genzyme, as amended. Filed as Exhibit 3.2 to Genzyme's 10-Q for the quarter ended September 30, 1999. *4.3 Series Designation for Genzyme Molecular Oncology Division Common Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration Statement on Form 8-A dated June 18, 1997. *4.4 Series Designation for Genzyme Series A, Series B, Series C and Series D Junior Participating Preferred Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration Statement of Form 8-A dated June 11, 1999. *4.5 Amended and Restated Renewed Rights Agreement dated as of June 10, 1999 between Genzyme and American Stock Transfer & Trust Company. Filed as Exhibit 4 to Amendment No. 1 to our Registration Statement on Form 8-A/A dated June 11, 1999. *4.6 Warrant issued to Richard Warren, Ph.D. Filed as Exhibit 4 to the Form 8-K of IG Laboratories, Inc. dated October 11, 1990 (File No. 0-18439). *4.7 Series Designation for Genzyme Surgical Products Division Common Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration Statement on Form 8-A dated June 11, 1999. *4.8 Form of Genzyme General Division Convertible Debenture. Filed as Exhibit 10.7 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.9 Registration Rights Agreement dated as of August 29, 1997 by and among Genzyme and the entities listed on the signature pages thereto. Filed as Exhibit 10.8 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *4.10 Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. (File No. 0-20138). *4.11 Indenture, dated as of May 22, 1998, between Genzyme and State Street Bank and Trust Company, as Trustee, including the form of Note. Filed as Exhibit 4.3 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *4.12 Registration Rights Agreement, dated as of May 19, 1998, among Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Cowen & Company. Filed as Exhibit 4.4 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). *4.13 Purchase Agreement, dated as of May 19, 1998, among Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Cowen & Company. Filed as Exhibit 4.5 to Genzyme's Registration Statement on Form S-3 (File No. 333-59513). 5 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5).
*Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Exhibits filed with Forms 10-K, 8-K or 8-A of Genzyme Corporation were filed under Commission File No. 0-14680.