-----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, Koxna9McTMzo5TeWRJhH0wEHZ7p/62L4K7W3s1e0RMSpv2DEoIirO+KOs8taqoqn ctHg4I+nkYSg46sooflQXA== 0000912057-01-522173.txt : 20010702 0000912057-01-522173.hdr.sgml : 20010702 ACCESSION NUMBER: 0000912057-01-522173 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061047163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-14680 FILM NUMBER: 1672486 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 10-K/A 1 a2052885z10-ka.txt FORM 10-K/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NO. 0-14680 --------------------- GENZYME CORPORATION (Exact name of Registrant as specified in its charter) MASSACHUSETTS 06-1047163 (State or other jurisdiction of incorporation or (IRS Employer Identification No.) organization) ONE KENDALL SQUARE 02139 CAMBRIDGE, MASSACHUSETTS (Zip Code) (Address of principal executive offices)
(617) 252-7500 (Registrant's telephone number, including area code) -------------------------- Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: GENZYME GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE ("GENZYME GENERAL STOCK") GENZYME BIOSURGERY DIVISION COMMON STOCK, $0.01 PAR VALUE ("BIOSURGERY STOCK") GENZYME MOLECULAR ONCOLOGY DIVISION COMMON STOCK, $0.01 PAR VALUE ("MOLECULAR ONCOLOGY STOCK") GENZYME GENERAL STOCK PURCHASE RIGHTS GENZYME BIOSURGERY STOCK PURCHASE RIGHTS GENZYME MOLECULAR ONCOLOGY STOCK PURCHASE RIGHTS Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / Aggregate market value of voting stock held by non-affiliates of the Registrant as of March 1, 2001: $8,889,677,071 Number of shares of the Registrant's Genzyme General Stock outstanding as of March 1, 2001: 95,853,496 Number of shares of the Registrant's Genzyme Biosurgery Stock outstanding as of March 1, 2001: 36,400,580 Number of shares of the Registrant's Genzyme Molecular Oncology Stock outstanding as of March 1, 2001: 15,906,376 -------------------------- DOCUMENTS INCORPORATED BY REFERENCE Portions of the 2000 Genzyme General, Genzyme Biosurgery and Genzyme Molecular Oncology Annual Reports are incorporated by reference into Parts I, II and IV of this Form 10-K. Portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders held on May 31, 2001 are incorporated by reference into Part III of this Form 10-K. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AMENDMENT NO. 1 We are filing this amendment to our Annual Report on Form 10-K for the fiscal year ended December 31, 2000, originally filed with the Securities and Exchange Commission ("SEC") on April 2, 2001, solely for the purpose of amending Item 14 to include the following additional exhibits: - Exhibit 23.2, Consent of PricewaterhouseCoopers LLP., independent accountants, relating to the Annual Report of Genzyme Corporation 401(k) Plan (the "Plan") is filed herewith. - Exhibit 99.3 to include information, financial statements and exhibits required by Form 11-K related to the Plan is filed herewith. NOTE REGARDING REFERENCES TO GENZYME DIVISIONS Throughout this Annual Report on Form 10-K, the words "we," "us," "our," and "Genzyme" refer to Genzyme Corporation and all of its operating divisions taken as a whole, and "our board of directors" refers to the board of directors of Genzyme Corporation. In addition, we refer to our three operating divisions as follows: - Genzyme General Division = "Genzyme General;" - Genzyme Biosurgery Division = "Genzyme Biosurgery;" and - Genzyme Molecular Oncology Division = "Genzyme Molecular Oncology." ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A)(1). FINANCIAL STATEMENTS We are incorporating the following financial statements (and related notes) of Genzyme General and Genzyme Corporation and Subsidiaries into this section by reference from the 2000 Genzyme General Annual Report:
PAGE* -------- Genzyme Corporation and Subsidiaries Consolidated Statements of Operations for the Years Ended December 31, 2000, 1999 and 1998........................ GCS-39 Consolidated Balance Sheets as of December 31, 2000 and 1999.................................................... GCS-41 Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998........................ GCS-43 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2000, 1999 and 1998............ GCS-45 Notes to Consolidated Financial Statements................ GCS-50 Report of Independent Accountants......................... GCS-111 Genzyme General Combined Statements of Operations for the Years Ended December 31, 2000, 1999 and 1998........................ GG-23 Combined Balance Sheets as of December 31, 2000 and 1999.................................................... GG-24 Combined Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998........................ GG-25 Notes to Combined Financial Statements.................... GG-27 Report of Independent Accountants......................... GG-57
- ------------------------ * References are to page numbers in the 2000 Genzyme General Annual Report as it appears in Exhibits 13.1 and 13.2 to this Annual Report on Form 10-K. We are incorporating the following financial statements (and related notes) of Genzyme Biosurgery into this section by reference from the 2000 Genzyme Biosurgery Annual Report:
PAGE* -------- Genzyme Biosurgery Combined Statements of Operations for the Years Ended December 31, 2000, 1999 and 1998.................................................... GB-22 Combined Balance Sheets as of December 31, 2000 and 1999.................................................... GB-23 Combined Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998........................ GB-24 Notes to Combined Financial Statements.................... GB-26 Report of Independent Accountants......................... GB-49
- ------------------------ * References are to page numbers in the 2000 Genzyme Biosurgery Annual Report as it appears in Exhibit 13.3 to this Annual Report on Form 10-K. 3 We are incorporating the following financial statements (and related notes) of Genzyme Molecular Oncology into this section by reference from the 2000 Genzyme Molecular Oncology Annual Report:
PAGE* -------- Genzyme Molecular Oncology Combined Statements of Operations for the Years Ended December 31, 2000, 1999 and 1998........................ GMO-14 Combined Balance Sheets as of December 31, 2000 and 1999.................................................... GMO-15 Combined Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998........................ GMO-16 Notes to Combined Financial Statements.................... GMO-17 Report of Independent Accountants......................... GMO-31
- ------------------------ * References are to page numbers in the 2000 Genzyme Molecular Oncology Annual Report as it appears in Exhibit 13. 4 to this Annual Report on Form 10-K. (A)(2). FINANCIAL STATEMENT SCHEDULES The schedules listed below for Genzyme Corporation and Subsidiaries are filed as part of this Form 10-K/A:
PAGE* -------- Genzyme Corporation and Subsidiaries Schedule II-Valuation and Qualifying Accounts............. GCS-112
- ------------------------ * References are to page numbers in the Genzyme General Annual Report as it appears in Exhibit 13.1 to this Annual Report on Form 10-K. All other schedules are omitted as the information required is inapplicable or the information is presented in (i) the Genzyme Corporation and Subsidiaries Consolidated Financial Statements or notes thereto; (ii) the Genzyme General Combined Financial Statements or notes thereto; (iii) the Genzyme Biosurgery Combined Financial Statements or notes thereto; or (iv) the Genzyme Molecular Oncology Combined Financial Statements or notes thereto. (A)(3). EXHIBITS The exhibits are listed below under Part IV, Item 14(c) of this Form 10-K/A. (B). REPORTS ON FORM 8-K We filed a Current Report on Form 8-K dated November 20, 2000 on November 20, 2000 to announce our exercise of our option to purchase all of the outstanding Class A limited partnership interests in Genzyme Development Partners, L.P. pursuant to a Partnership Purchase Option Agreement dated as of September 13, 1989. We filed a Current Report on Form 8-K dated December 14, 2000 on December 15, 2000 to announce the completion of our acquisition of GelTex Pharmaceuticals, Inc. We filed a Current Report on Form 8-K dated December 18, 2000 on December 19, 2000 to announce: (a) the filing with the Secretary of Commonwealth of Massachusetts, and the effectiveness of, an amendment and restatement of our corporate charter solely to: (1) cancel our Surgical Products Stock and our Tissue Repair Stock and create our Biosurgery Stock, and 4 (2) cancel our Series B Junior Participating Preferred Stock and Series D Junior Participating Preferred Stock and create a new Series B Junior Participating Preferred Stock; (b) the adoption of a revised set of Management and Accounting Policies Governing the Relationship of Genzyme Divisions to reflect the elimination of the Genzyme Surgical Products Division and the Genzyme Tissue Repair Division and the creation of the Genzyme Biosurgery; and (c) the amendment of our Amended and Restated Renewed Rights Agreement with American Stock Transfer & Trust Company, as Rights Agent, to reflect the cancellation of the purchase rights associated with Surgical Products Stock and Tissue Repair Stock and the creation of purchase rights associated with Biosurgery Stock. We filed a Current Report on Form 8-K dated December 18, 2000 on December 28, 2000 to announce the matters described in the Current Report on Form 8-K filed on December 19, 2000, adding a detailed description of our capital stock. We filed copies of our Restated Articles of Organization, Management and Accounting Policies and Second Amendment and Restated Renewed Rights Agreement with the SEC with that Form 8-K. (C). EXHIBITS
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *3.1 Restated Articles of Organization of Genzyme, as amended. Filed as Exhibit 3 to Genzyme's Current Report on Form 8-K filed with the SEC on June 6, 2001. *3.2- By-laws of Genzyme as amended. Filed as Exhibit 3.2 to Genzyme's Form 10-Q for the quarter ended September 30, 1999. *4.1- Second Amended and Restated Renewed Rights Agreement dated as of December 18, 2000 between Genzyme and American Stock Transfer & Trust Company, as Rights Agent. Filed as Exhibit 4 to our Registration Statement on Form 8-A filed on December 19, 2000. *4.2- 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. *4.3- 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. *4.4- Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. (File No. 0-20138). *4.5- 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). *4.6- 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). *4.7- 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). *4.8- Biomatrix, Inc. ("Biomatrix") 6.9% Convertible Subordinated Note due May 14, 2003. Filed as Exhibit 4.1 to our Form 8-K filed on January 2, 2001. *10.1- Leases by Whatman Reeve Angel Limited to Whatman Biochemicals Limited dated May 1, 1981. Filed as Exhibit 10.12 to Genzyme's Registration Statement on Form S-1 (File No. 33-4904).
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EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.2- Lease dated as of September 15, 1989 for 95-111 Binney Street, Cambridge, Massachusetts between Genzyme and the Trustees of the Cambridge East Trust. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1992. First amendment of lease dated February 28, 1994. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1993. *10.3- Lease dated December 20, 1988 for Building 1400, One Kendall Square, Cambridge, Massachusetts between Genzyme and the Trustees of Old Binney Realty Trust, as amended by letters dated December 20, 1988, January 19, 1989 and January 31, 1989. Filed as Exhibit 10.18 to Genzyme's Form 10-K for 1988. Addendum dated September 20, 1991 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 19.1 to Genzyme's Form 10-Q for the quarter ended September 30, 1991. Addenda dated August 2, 1990 and April 6, 1993 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 10.3 to Genzyme's Form 10-K for 1993. *10.4- Lease dated December 20, 1988 for Building 700, One Kendall Square, Cambridge, Massachusetts between Genzyme and Trustees of Old Kendall Realty Trust, as amended by letters dated December 20, 1988 and January 31, 1989. Filed as Exhibit 10.19 to Genzyme's Form 10-K for 1988. *10.5- Lease dated September 30, 1985 for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1990. Amendment No. 1, dated October 11, 1990, and Amendment No. 2, dated May 12, 1993, to lease for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.5 to Genzyme's Form 10-K for 1993. *10.6- Lease dated April 30, 1990 for 64 Sidney Street, Cambridge, Massachusetts between BioSurface Technology, Inc. and Forest City 64 Sidney Street, Inc. Filed as Exhibit 10.22 to BioSurface's Registration Statement on Form S-1 (File No. 33-55874). *10.7- Sublease Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Prime Computer, Inc. Filed as Exhibit 10.7 to Genzyme's Form 10-K for 1993. *10.8- Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Mark L. Fins, David J. Winstanley and Bruce A. Gurall, tenants in common. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1993. *10.9- Lease dated June 1, 1992 for land at Allston Landing, Allston, Massachusetts between Allston Landing Limited Partnership and the Massachusetts Turnpike Authority. Filed as Exhibit 10.9 to Genzyme's Form 10-K for 1993. *10.10- Underlease for Block 13 building at Kings Hill Business Park West Malling Kent among Rouse and Associates Block 13 Limited, Genzyme (UK) Limited and Genzyme. Filed as Exhibit 10.11 to Genzyme's Registration Statement on Form 8-B dated December 31, 1991, filed on March 2, 1992. *10.11- Lease dated November 12, 1998 for Metrowest Place, 15 Pleasant Street Connector, Framingham, Massachusetts, between Consolidated Group Service Company Limited Partnership and Genzyme. Filed as Exhibit 10.11 to Genzyme's Form 10-K for 1998. *10.12- Agreement of Lease, dated April 18, 1996, between Ridgefield Associates and Biomatrix. Filed as Exhibit 10-3 to Biomatrix's Form 10-Q for the quarter ended June 30, 1996 (File No. 19373).** *10.13- Lease dated August 28, 2000 for Building D, Cambridge Research Park, Cambridge, Massachusetts between Genzyme and Kendall Square LLC. Filed as Exhibit 10-1 to Genzyme's Form 10-Q for the quarter ended September 30, 2000.** *10.14- Lease dated August 4, 2000 for Pleasant Street Connector, Framingham, Massachusetts between Genzyme and Fafard Real Estate Development Corp. Filed as Exhibit 10-2 to Genzyme's Form 10-Q for the quarter ended September 30, 2000.
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EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.15- Lease dated February 28, 1997, between GelTex Pharmaceuticals, Inc. ("GelTex") and J.F. White Properties, Inc. Filed as Exhibit 10-16 to GelTex's Annual Report on Form 10-K for 1996 (File No. 0-26872) *10.16- Purchase and Sale Agreement between Barry L. Solar and Robert L. Solar as Trustees of 211 Second Avenue Realty Trust and GelTex Pharmaceuticals, Inc., dated as of July 26, 1999. Filed as Exhibit 10-4 to GelTex's Form 10-Q for the quarter ended June 30, 1999 (File No. 0-26872). *10.17- Agency Agreement, dated October 21, 1998, Between First Security Bank, N.A. and GelTex. Filed as Exhibit 10-1 to GelTex's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (File No. 0-26872). *10.18- Lease Agreement, dated October 21, 1998, Between First Security Bank, N.A. and GelTex. Filed as Exhibit 10-2 to GelTex's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (File No. 0-26872). *10.19- Agreement of Limited Partnership dated as of September 13, 1989 between Genzyme Development Corporation II, as General Partner, and each of the Limited Partners named therein. Filed as Exhibit 10(aa) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.20- Cross License Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners, L.P. Filed as Exhibit 10(bb) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.21- Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10(cc) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.22- Amendment No. 1 dated January 4, 1994 to Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.14 to Genzyme's Form 10-K for 1993. *10.23- Partnership Purchase Option Agreement dated as of September 13, 1989 between Genzyme, Genzyme Development Corporation II, Genzyme Development Partners, each Class A Limited Partner and the Class B Limited Partner. Filed as Exhibit 10(dd) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.24- Partnership Purchase Agreement, dated as of November 20, 2000 between Genzyme, GDC II, GDP and each Class A Limited Partner. Filed as Exhibit 10.24 to Genzyme's Form 10-K for 2000. *10.25- Amended and Restated Joint Venture Agreement between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.1 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.26- Marketing and Distribution Agreement between Genzyme and Genzyme Ventures II. Filed as Exhibit 10.3 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.27- Technology License and Supply Agreement dated as of September 8, 1989 between Imedex and Genzyme. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1990.** *10.28- 1998 Director Stock Option Plan, as amended. Filed as Exhibit 10.28 to Genzyme's Form 10-K for 2000. *10.29- 1990 Equity Incentive Plan, as amended. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33249). *10.30- 1999 Employee Stock Purchase Plan. Filed as Exhibit 10.24 to Genzyme's Form 10-K for 1999. *10.31- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33251). *10.32- Executive Employment Agreement dated as of January 1, 1990 between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1990.
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EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.33- Form of Severance Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.33 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.27 to Genzyme's Form 10-K for 1998. *10.34- Form of Indemnification Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.34 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.28 to Genzyme's Form 10-K for 1998. *10.35- Executive Employment Agreement dated as of January 1, 1996 between Genzyme and Peter Wirth. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended March 31, 1996. *10.36- Consulting Agreement dated December 14, 1998 between Genzyme and Charles L. Cooney, Ph.D. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1998. *10.37- Consulting Agreement dated December 31, 1998 between Genzyme and Robert J. Carpenter. Filed as Exhibit 10.31 to Genzyme's form 10-K for 1998. *10.38- Consulting Agreement dated July 1, 1998 between Genzyme and Henry E. Blair. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1998. *10.39- Technology Transfer Agreement between Genzyme and Genzyme Transgenics Corporation ("GTC") dated as of May 1, 1993. Filed as Exhibit 2.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.40- Research and Development Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.41- Services Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.2 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.42- Series A Convertible Preferred Stock Purchase Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.5 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.43- Second Amended and Restated Convertible Debt Agreement dated as of December 28, 1998 by and between Genzyme and GTC. Filed as Exhibit 10.37 to GTC's Form 10-K for 1997 (File No. 0-21794). *10.44- Amended and Restated Operating Agreement of ATIII LLC dated as of January 1, 1998 by and among Genzyme and GTC. Filed as Exhibit 10.52.1 to GTC's Form 10-K for 1997 (File No. 0-21794).** *10.45- Purchase Agreement dated as of January 1, 1998 by and between Genzyme and GTC. Filed as Exhibit 10.52.2 to GTCs' Form 10-K for 1997 (File No. 0-21794).** *10.46- Collaboration Agreement dated as of January 1, 1997 by and among Genzyme, GTC and ATIII LLC. Filed as Exhibit 10.52.3 to Genzyme Transgenics' Form 10-K for 1997 (File No. 0-21794) and incorporated herein by reference.** *10.47- Amended and Restated Credit Agreement dated April 1, 2000 among Genzyme and those of its subsidiaries party thereto, Fleet National Bank, as Administrative Agent. Filed as Exhibit 99.2 to Genzyme's Form 8-K filed on January 2, 2001. *10.48- Amended and Restated Collaboration Agreement dated as of April 1, 2000 by and among Genzyme, GelTex and RenaGel LLC. Filed as Exhibit 10.1 to GelTex's Form 10-Q for the quarter ended June 30, 2000 (File No. 0-26872).** *10.49- Purchase Agreement dated as of June 17, 1997 by and between Genzyme and GelTex. Filed as Exhibit 10.19 to GelTex's Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.50- Amended and Restated Operating Agreement of RenaGel LLC dated as of April 1, 2000 by and among Genzyme, GelTex and RenaGel, Inc. Filed as Exhibit 10.2 to GelTex's Form 10-Q for the quarter ended June 30, 2000 (File No. 0-26872).
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EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.51- Contract Manufacturing Agreement between GelTex and The Dow Chemical Company. Filed as Exhibit 10.17 to GelTex's Form 10-Q for the quarter ended March 31, 1997 (File No. 0-26872). *10.52- License Agreement between GelTex and Nitto Boseki Co., LTD., dated as of June 9, 1997. Filed as Exhibit 10.21 to GelTex's Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872). *10.53- Manufacturing and Supply Agreement (United States) between RenaGel LLC and Circa Pharmaceuticals, Inc., dated as of July 31, 1998. Filed as Exhibit 10.4 to GelTex's Form 10-Q for the quarter ended June 30, 1998 (File No. 0-26872). *10.54- Supply Agreement dated as of November 9, 1999 by and between Salsbury Chemicals, Inc. and GelTex. Filed as Exhibit 10.32 to GelTex's Form 10-K for 1999 (File No. 0-26872). *10.55- GT 102-279 Collaboration Agreement between GelTex and Sankyo Pharma, Inc. dated as of December 23, 1999. Filed as Exhibit 10.34 to GelTex's Form 10-K/A for 1999 filed on November 7, 2000 (File No. 0-26872).** *10.56- Collaboration Agreement between GelTex and Sankyo Pharma, Inc. dated as of December 23, 1999. Filed as Exhibit 10.34 to GelTex's Form 10-K/A for 1999 filed on November 7, 2000 (File No. 0-26872).** *10.57- Purchase Agreement dated as of August 29, 1997 by and among Genzyme Corporation and the entities listed on the signature pages thereto. Filed as Exhibit 10.5 to Genzyme's Form 10-Q for the quarter ended September 30, 1997. *10.58- Collaboration Agreement dated September 4, 1998 among Genzyme, BioMarin Pharmaceutical, Inc. ("BioMarin") and BioMarin/Genzyme LLC. Previously filed as Exhibit 10.24 to BioMarin's Registration Statement on Form S-1 (File No. 333-77701) and incorporated herein by reference. *10.59- Purchase Agreement dated September 4, 1998 between Genzyme and BioMarin. Previously filed as Exhibit 10.25 to BioMarin's Registration Statement on Form S-1 (File No. 333-77701). *10.60- Operating Agreement of BioMarin/Genzyme LLC. Filed as Exhibit 10.30 to BioMarin's Registration Statement on Form S-1 (File No. 333-77701). *10.61- United States Licensing Agreement dated February 7, 1997 between Biomatrix and American Home Products Corp. ("AHP"). Filed as Exhibit 10.1 to Biomatrix's Form 10-Q for the quarter ended March 31, 1997** *10.62- International Licensing Agreement dated February 7, 1997 between Biomatrix and AHP. Filed as Exhibit 10.2 to Biomatrix's Form 10-Q for the quarter ended March 31, 1997** *10.63- Supply Agreement dated February 7, 1997 between Biomatrix and AHP. Filed as Exhibit 10.3 to Biomatrix's Form 10-Q for the quarter ended March 31, 1997** *10.64- Trademark License Agreement dated February 7, 1997 between Biomatrix and AHP. Filed as Exhibit 10.4 to Biomatrix's Form 10-Q for the quarter ended March 31, 1997** *10.65- Agreement and Plan of Merger, dated March 6, 2000, among Genzyme, Seagull Merger Corporation and Biomatrix, as amended through October 25, 2000. Filed as Annex A to Amendment No. 2 to Genzyme's Registration Statement on Form S-4 (File No. 33-34972) filed on October 27, 2000. *10.66- Agreement and Plan of Merger, dated September 11, 2000, among Genzyme, Titan Acquisition Corp. and GelTex as amended. Filed as Exhibit 99.1 to Genzyme's Current Report on Form 8-K dated September 11, 2000. *13.1- Portions of the 2000 Genzyme General Annual Report incorporated by reference into Parts I, II and IV of this Form 10-K/A. Filed as Exhibit 13.1 to Genzyme's Form 10-K for 2000. *13.2- Portions of the 2000 Genzyme General Annual Report incorporated by reference into Parts I, II and IV of this Form 10-K/A. Filed as Exhibit 13.2 to Genzyme's Form 10-K for 2000.
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EXHIBIT NO. DESCRIPTION - --------------------- ----------- *13.3- Portions of the 2000 Genzyme Biosurgery Annual Report incorporated by reference into Parts I, II and IV of this Form 10-K/A. Filed as Exhibit 13.3 to Genzyme's Form 10-K for 2000. *13.4- Portions of the 2000 Genzyme Molecular Oncology Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. Filed as Exhibit 13.4 to Genzyme's Form 10-K for 2000. *21- Subsidiaries of the Registrant. Filed as Exhibit 21 to Genzyme's Form 10-K for 2000. *23.1- Consent of PricewaterhouseCoopers LLP. Filed as Exhibit 23.1 to Genzyme's Form 10-K for 2000. 23.2- Consent of PricewatehouseCoopers LLP relating to the Annual Report of Genzyme Corporation 401(k) Plan on Form 10-K/A. Filed herewith. *99.1- Management and Accounting Policies Governing the Relationship of Genzyme Divisions. Filed as Exhibit 3 to Genzyme's Registration Statement on Form 8-A filed on December 19, 2000 (File No. 333-31548). *99.2- Factors Affecting Future Operating Results. Filed as Exhibit 99.2 to Genzyme's Form 10-K for 2000. 99.3- Genzyme Corporation 401(k) Plan financial statements and supplemental schedules to accompany 2000 Form 5500 Annual Report of Employee Benefit Plan under Employee Retirement Income Security Act of 1974 (the "ERISA of 1974") as of December 31, 2000 and 1999 and for the year ended December 31, 2000. Filed herewith.
- ------------------------ * Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Exhibits filed with Forms 10-K, 10-Q, 8-K, 8-A, 8-B or Schedule 14A of Genzyme Corporation were filed under Commission File No. 0-14680. ** Confidential treatment has been granted for the deleted portions of Exhibits 10.12, 10.13, 10.27, 10.44-10.46, 10.48, 10.49, 10.55, 10.56 and 10.61-10.64. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS Exhibits 10.28 through 10.38 above are management contracts or compensatory plans or arrangements in which the executive officers or directors of Genzyme participate. 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 29, 2001 GENZYME CORPORATION By: /s/ MICHAEL S. WYZGA ----------------------------------------- Michael S. Wyzga SENIOR VICE PRESIDENT, FINANCE; CHIEF FINANCIAL OFFICER; AND CHIEF ACCOUNTING OFFICER
11 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *3.1 Restated Articles of Organization of Genzyme, as amended. Filed as Exhibit 3 to Genzyme's Current Report on Form 8-K filed with the SEC on June 6, 2001. *3.2- By-laws of Genzyme as amended. Filed as Exhibit 3.2 to Genzyme's Form 10-Q for the quarter ended September 30, 1999. *4.1- Second Amended and Restated Renewed Rights Agreement dated as of December 18, 2000 between Genzyme and American Stock Transfer & Trust Company, as Rights Agent. Filed as Exhibit 4 to our Registration Statement on Form 8-A filed on December 19, 2000. *4.2- 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. *4.3- 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. *4.4- Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. (File No. 0-20138). *4.5- 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). *4.6- 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). *4.7- 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). *4.8- Biomatrix, Inc. ("Biomatrix") 6.9% Convertible Subordinated Note due May 14, 2003. Filed as Exhibit 4.1 to our Form 8-K filed on January 2, 2001. *10.1- Leases by Whatman Reeve Angel Limited to Whatman Biochemicals Limited dated May 1, 1981. Filed as Exhibit 10.12 to Genzyme's Registration Statement on Form S-1 (File No. 33-4904). *10.2- Lease dated as of September 15, 1989 for 95-111 Binney Street, Cambridge, Massachusetts between Genzyme and the Trustees of the Cambridge East Trust. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1992. First amendment of lease dated February 28, 1994. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1993. *10.3- Lease dated December 20, 1988 for Building 1400, One Kendall Square, Cambridge, Massachusetts between Genzyme and the Trustees of Old Binney Realty Trust, as amended by letters dated December 20, 1988, January 19, 1989 and January 31, 1989. Filed as Exhibit 10.18 to Genzyme's Form 10-K for 1988. Addendum dated September 20, 1991 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 19.1 to Genzyme's Form 10-Q for the quarter ended September 30, 1991. Addenda dated August 2, 1990 and April 6, 1993 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 10.3 to Genzyme's Form 10-K for 1993. *10.4- Lease dated December 20, 1988 for Building 700, One Kendall Square, Cambridge, Massachusetts between Genzyme and Trustees of Old Kendall Realty Trust, as amended by letters dated December 20, 1988 and January 31, 1989. Filed as Exhibit 10.19 to Genzyme's Form 10-K for 1988.
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.5- Lease dated September 30, 1985 for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1990. Amendment No. 1, dated October 11, 1990, and Amendment No. 2, dated May 12, 1993, to lease for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.5 to Genzyme's Form 10-K for 1993. *10.6- Lease dated April 30, 1990 for 64 Sidney Street, Cambridge, Massachusetts between BioSurface Technology, Inc. and Forest City 64 Sidney Street, Inc. Filed as Exhibit 10.22 to BioSurface's Registration Statement on Form S-1 (File No. 33-55874). *10.7- Sublease Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Prime Computer, Inc. Filed as Exhibit 10.7 to Genzyme's Form 10-K for 1993. *10.8- Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Mark L. Fins, David J. Winstanley and Bruce A. Gurall, tenants in common. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1993. *10.9- Lease dated June 1, 1992 for land at Allston Landing, Allston, Massachusetts between Allston Landing Limited Partnership and the Massachusetts Turnpike Authority. Filed as Exhibit 10.9 to Genzyme's Form 10-K for 1993. *10.10- Underlease for Block 13 building at Kings Hill Business Park West Malling Kent among Rouse and Associates Block 13 Limited, Genzyme (UK) Limited and Genzyme. Filed as Exhibit 10.11 to Genzyme's Registration Statement on Form 8-B dated December 31, 1991, filed on March 2, 1992. *10.11- Lease dated November 12, 1998 for Metrowest Place, 15 Pleasant Street Connector, Framingham, Massachusetts, between Consolidated Group Service Company Limited Partnership and Genzyme. Filed as Exhibit 10.11 to Genzyme's Form 10-K for 1998. *10.12- Agreement of Lease, dated April 18, 1996, between Ridgefield Associates and Biomatrix. Filed as Exhibit 10-3 to Biomatrix's Form 10-Q for the quarter ended June 30, 1996 (File No. 19373).** *10.13- Lease dated August 28, 2000 for Building D, Cambridge Research Park, Cambridge, Massachusetts between Genzyme and Kendall Square LLC. Filed as Exhibit 10-1 to Genzyme's Form 10-Q for the quarter ended September 30, 2000.** *10.14- Lease dated August 4, 2000 for Pleasant Street Connector, Framingham, Massachusetts between Genzyme and Fafard Real Estate Development Corp. Filed as Exhibit 10-2 to Genzyme's Form 10-Q for the quarter ended September 30, 2000. *10.15- Lease dated February 28, 1997, between GelTex Pharmaceuticals, Inc. ("GelTex") and J.F. White Properties, Inc. Filed as Exhibit 10-16 to GelTex's Annual Report on Form 10-K for 1996 (File No. 0-26872) *10.16- Purchase and Sale Agreement between Barry L. Solar and Robert L. Solar as Trustees of 211 Second Avenue Realty Trust and GelTex Pharmaceuticals, Inc., dated as of July 26, 1999. Filed as Exhibit 10-4 to GelTex's Form 10-Q for the quarter ended June 30, 1999 (File No. 0-26872). *10.17- Agency Agreement, dated October 21, 1998, Between First Security Bank, N.A. and GelTex. Filed as Exhibit 10-1 to GelTex's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (File No. 0-26872). *10.18- Lease Agreement, dated October 21, 1998, Between First Security Bank, N.A. and GelTex. Filed as Exhibit 10-2 to GelTex's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (File No. 0-26872). *10.19- Agreement of Limited Partnership dated as of September 13, 1989 between Genzyme Development Corporation II, as General Partner, and each of the Limited Partners named therein. Filed as Exhibit 10(aa) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.20- Cross License Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners, L.P. Filed as Exhibit 10(bb) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343).
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.21- Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10(cc) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.22- Amendment No. 1 dated January 4, 1994 to Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.14 to Genzyme's Form 10-K for 1993. *10.23- Partnership Purchase Option Agreement dated as of September 13, 1989 between Genzyme, Genzyme Development Corporation II, Genzyme Development Partners, each Class A Limited Partner and the Class B Limited Partner. Filed as Exhibit 10(dd) to Genzyme's Registration Statement on Form S-4 (File No. 33-32343). *10.24- Partnership Purchase Agreement, dated as of November 20, 2000 between Genzyme, GDC II, GDP and each Class A Limited Partner. Filed as Exhibit 10.24 to Genzyme's Form 10-K for 2000. *10.25- Amended and Restated Joint Venture Agreement between Genzyme and Genzyme Development Partners. Filed as Exhibit 10.1 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.26- Marketing and Distribution Agreement between Genzyme and Genzyme Ventures II. Filed as Exhibit 10.3 to Genzyme Development Partners' Form 10-Q for the quarter ended March 31, 1997 (File No. 0-18554). *10.27- Technology License and Supply Agreement dated as of September 8, 1989 between Imedex and Genzyme. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1990.** *10.28- 1998 Director Stock Option Plan, as amended. Filed as Exhibit 10.28 to Genzyme's Form 10-K for 2000. *10.29- 1990 Equity Incentive Plan, as amended. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33249). *10.30- 1999 Employee Stock Purchase Plan. Filed as Exhibit 10.24 to Genzyme's Form 10-K for 1999. *10.31- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit 99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33251). *10.32- Executive Employment Agreement dated as of January 1, 1990 between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1990. *10.33- Form of Severance Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.33 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.27 to Genzyme's Form 10-K for 1998. *10.34- Form of Indemnification Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.34 to Genzyme's Form 10-K for 1990. Current schedule identifying the executives filed as Exhibit 10.28 to Genzyme's Form 10-K for 1998. *10.35- Executive Employment Agreement dated as of January 1, 1996 between Genzyme and Peter Wirth. Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter ended March 31, 1996. *10.36- Consulting Agreement dated December 14, 1998 between Genzyme and Charles L. Cooney, Ph.D. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1998. *10.37- Consulting Agreement dated December 31, 1998 between Genzyme and Robert J. Carpenter. Filed as Exhibit 10.31 to Genzyme's form 10-K for 1998. *10.38- Consulting Agreement dated July 1, 1998 between Genzyme and Henry E. Blair. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1998. *10.39- Technology Transfer Agreement between Genzyme and Genzyme Transgenics Corporation ("GTC") dated as of May 1, 1993. Filed as Exhibit 2.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872).
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.40- Research and Development Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.41- Services Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.2 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.42- Series A Convertible Preferred Stock Purchase Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.5 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.43- Second Amended and Restated Convertible Debt Agreement dated as of December 28, 1998 by and between Genzyme and GTC. Filed as Exhibit 10.37 to GTC's Form 10-K for 1997 (File No. 0-21794). *10.44- Amended and Restated Operating Agreement of ATIII LLC dated as of January 1, 1998 by and among Genzyme and GTC. Filed as Exhibit 10.52.1 to GTC's Form 10-K for 1997 (File No. 0-21794).** *10.45- Purchase Agreement dated as of January 1, 1998 by and between Genzyme and GTC. Filed as Exhibit 10.52.2 to GTCs' Form 10-K for 1997 (File No. 0-21794).** *10.46- Collaboration Agreement dated as of January 1, 1997 by and among Genzyme, GTC and ATIII LLC. Filed as Exhibit 10.52.3 to Genzyme Transgenics' Form 10-K for 1997 (File No. 0-21794) and incorporated herein by reference.** *10.47- Amended and Restated Credit Agreement dated April 1, 2000 among Genzyme and those of its subsidiaries party thereto, Fleet National Bank, as Administrative Agent. Filed as Exhibit 99.2 to Genzyme's Form 8-K filed on January 2, 2001. *10.48- Amended and Restated Collaboration Agreement dated as of April 1, 2000 by and among Genzyme, GelTex and RenaGel LLC. Filed as Exhibit 10.1 to GelTex's Form 10-Q for the quarter ended June 30, 2000 (File No. 0-26872).** *10.49- Purchase Agreement dated as of June 17, 1997 by and between Genzyme and GelTex. Filed as Exhibit 10.19 to GelTex's Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872).** *10.50- Amended and Restated Operating Agreement of RenaGel LLC dated as of April 1, 2000 by and among Genzyme, GelTex and RenaGel, Inc. Filed as Exhibit 10.2 to GelTex's Form 10-Q for the quarter ended June 30, 2000 (File No. 0-26872). *10.51- Contract Manufacturing Agreement between GelTex and The Dow Chemical Company. Filed as Exhibit 10.17 to GelTex's Form 10-Q for the quarter ended March 31, 1997 (File No. 0-26872). *10.52- License Agreement between GelTex and Nitto Boseki Co., LTD., dated as of June 9, 1997. Filed as Exhibit 10.21 to GelTex's Form 10-Q for the quarter ended June 30, 1997 (File No. 0-26872). *10.53- Manufacturing and Supply Agreement (United States) between RenaGel LLC and Circa Pharmaceuticals, Inc., dated as of July 31, 1998. Filed as Exhibit 10.4 to GelTex's Form 10-Q for the quarter ended June 30, 1998 (File No. 0-26872). *10.54- Supply Agreement dated as of November 9, 1999 by and between Salsbury Chemicals, Inc. and GelTex. Filed as Exhibit 10.32 to GelTex's Form 10-K for 1999 (File No. 0-26872). *10.55- GT 102-279 Collaboration Agreement between GelTex and Sankyo Pharma, Inc. dated as of December 23, 1999. Filed as Exhibit 10.34 to GelTex's Form 10-K/A for 1999 filed on November 7, 2000 (File No. 0-26872).** *10.56- Collaboration Agreement between GelTex and Sankyo Pharma, Inc. dated as of December 23, 1999. Filed as Exhibit 10.34 to GelTex's Form 10-K/A for 1999 filed on November 7, 2000 (File No. 0-26872).** *10.57- Purchase Agreement dated as of August 29, 1997 by and among Genzyme Corporation and the entities listed on the signature pages thereto. Filed as Exhibit 10.5 to Genzyme's Form 10-Q for the quarter ended September 30, 1997.
EXHIBIT NO. DESCRIPTION - --------------------- ----------- *10.58- Collaboration Agreement dated September 4, 1998 among Genzyme, BioMarin Pharmaceutical, Inc. ("BioMarin") and BioMarin/Genzyme LLC. Previously filed as Exhibit 10.24 to BioMarin's Registration Statement on Form S-1 (File No. 333-77701) and incorporated herein by reference. *10.59- Purchase Agreement dated September 4, 1998 between Genzyme and BioMarin. Previously filed as Exhibit 10.25 to BioMarin's Registration Statement on Form S-1 (File No. 333-77701). *10.60- Operating Agreement of BioMarin/Genzyme LLC. Filed as Exhibit 10.30 to BioMarin's Registration Statement on Form S-1 (File No. 333-77701). *10.61- United States Licensing Agreement dated February 7, 1997 between Biomatrix and American Home Products Corp. ("AHP"). Filed as Exhibit 10.1 to Biomatrix's Form 10-Q for the quarter ended March 31, 1997** *10.62- International Licensing Agreement dated February 7, 1997 between Biomatrix and AHP. Filed as Exhibit 10.2 to Biomatrix's Form 10-Q for the quarter ended March 31, 1997** *10.63- Supply Agreement dated February 7, 1997 between Biomatrix and AHP. Filed as Exhibit 10.3 to Biomatrix's Form 10-Q for the quarter ended March 31, 1997** *10.64- Trademark License Agreement dated February 7, 1997 between Biomatrix and AHP. Filed as Exhibit 10.4 to Biomatrix's Form 10-Q for the quarter ended March 31, 1997** *10.65- Agreement and Plan of Merger, dated March 6, 2000, among Genzyme, Seagull Merger Corporation and Biomatrix, as amended through October 25, 2000. Filed as Annex A to Amendment No. 2 to Genzyme's Registration Statement on Form S-4 (File No. 33-34972) filed on October 27, 2000. *10.66- Agreement and Plan of Merger, dated September 11, 2000, among Genzyme, Titan Acquisition Corp. and GelTex as amended. Filed as Exhibit 99.1 to Genzyme's Current Report on Form 8-K dated September 11, 2000. *13.1- Portions of the 2000 Genzyme General Annual Report incorporated by reference into Parts I, II and IV of this Form 10-K/A. Filed as Exhibit 13.1 to Genzyme's Form 10-K for 2000. *13.2- Portions of the 2000 Genzyme General Annual Report incorporated by reference into Parts I, II and IV of this Form 10-K/A. Filed as Exhibit 13.2 to Genzyme's Form 10-K for 2000. *13.3- Portions of the 2000 Genzyme Biosurgery Annual Report incorporated by reference into Parts I, II and IV of this Form 10-K/A. Filed as Exhibit 13.3 to Genzyme's Form 10-K for 2000. *13.4- Portions of the 2000 Genzyme Molecular Oncology Annual Report incorporated by reference into Parts I and II of this Form 10-K/A. Filed as Exhibit 13.4 to Genzyme's Form 10-K for 2000. *21- Subsidiaries of the Registrant. Filed as Exhibit 21 to Genzyme's Form 10-K for 2000. *23.1- Consent of PricewaterhouseCoopers LLP. Filed as Exhibit 23.1 to Genzyme's Form 10-K for 2000. 23.2- Consent of PricewatehouseCoopers LLP relating to the Annual Report of Genzyme Corporation 401(k) Plan on Form 10-K/A. Filed herewith. *99.1- Management and Accounting Policies Governing the Relationship of Genzyme Divisions. Filed as Exhibit 3 to Genzyme's Registration Statement on Form 8-A dated December 19, 2000 (File No. 333-31548). *99.2- Factors Affecting Future Operating Results. Filed as Exhibit 99.2 to Genzyme's Form 10-K for 2000.
EXHIBIT NO. DESCRIPTION - --------------------- ----------- 99.3- Genzyme Corporation 401(k) Plan financial statements and supplemental schedules to accompany 2000 Form 5500 Annual Report of Employee Benefit Plan under Employee Retirement Income Security Act of 1974 (the "ERISA of 1974") as of December 31, 2000 and 1999 and for the year ended December 31, 2000. Filed herewith.
- ------------------------ * Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Exhibits filed with Forms 10-K, 10-Q, 8-K, 8-A, 8-B or Schedule 14A of Genzyme Corporation were filed under Commission File No. 0-14680. ** Confidential treatment has been granted for the deleted portions of Exhibits 10.12, 10.13, 10.27, 10.44-10.46, 10.48, 10.49, 10.55, 10.56 and 10.61-10.64. EX-23.2 2 a2052885zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS To the Retirement Savings Committee of the Genzyme Corporation 401(k) Plan: We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 33-21241 and 33-55126) of Genzyme Corporation of our report dated June 21, 2000 relating to the financial statements and supplemental schedule of the Genzyme Corporation 401(k) Plan, which appears in this Annual Report on Form 10-K/A. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts June 29, 2001 EX-99.3 3 a2052885zex-99_3.txt EXHIBIT 99.3 EXHIBIT 99.3 GENZYME CORPORATION 401(k) PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2000 AND 1999 AND FOR THE YEAR ENDED DECEMBER 31, 2000 GENZYME CORPORATION 401(K) PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
PAGE(S) ------------- Report of Independent Accountants........................... F-2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 2000 and 1999.............................. F-3 Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 2000........... F-4 Notes to Financial Statements............................. F-5 Supplemental Schedule: Schedule of Assets Held for Investment Purposes as of December 31, 2000....................................... F-13
Certain supplemental schedules required by the regulations of the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. F-1 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Genzyme Corporation 401(k) Plan: In our opinion, the accompanying statements of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Genzyme Corporation 401(k) Plan (the "Plan") at December 31, 2000 and 1999, and the changes in net assets available for plan benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. This supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts June 21, 2001 F-2 GENZYME CORPORATION 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 2000 AND 1999
2000 1999 ------------ ------------ ASSETS Investments: Participant-directed........................... $ 96,633,712 $ 91,726,720 Non-participant-directed....................... 23,006,100 11,626,977 ------------ ------------ Total investments............................ 119,639,812 103,353,697 ------------ ------------ Receivables: Employee contributions......................... 388,897 315,291 Employer contributions......................... 525,322 2,386,957 Accrued interest............................... -- 70 ------------ ------------ Total receivables............................ 914,219 2,702,318 ------------ ------------ Total assets................................. 120,554,031 106,056,015 ------------ ------------ Net assets available for plan benefits........... $120,554,031 $106,056,015 ============ ============
The accompanying notes are an integral part of these financial statements. F-3 GENZYME CORPORATION 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2000
NON-PARTICIPANT DIRECTED FUNDS* ----------------------------------------------------- GENZYME GENZYME GENZYME GENZYME MOLECULAR GENERAL BIOSURGERY TISSUE REPAIR ONCOLOGY PARTICIPANT DIVISION DIVISION DIVISION DIVISION DIRECTED COMMON COMMON COMMON COMMON FUNDS STOCK FUND STOCK FUND STOCK FUND** STOCK FUND TOTAL ------------ ----------- ---------- ------------- ---------- ------------ Additions: Employee contributions............ $ 12,002,501 $ 852,754 $ -- $ 13 $ -- $ 12,855,268 Employer contributions............ 4,731,953 542,672 (1,175) 307,973 4,012 5,585,435 Rollovers......................... 1,470,656 57,658 -- -- -- 1,528,314 Interest and dividend income...... 1,451,871 13,768 -- -- -- 1,465,639 Net appreciation (depreciation)... (10,299,612) 11,380,071 (194,235) 93,996 (9,939) 970,281 ------------ ----------- --------- --------- ------- ------------ Total additions................. 9,357,369 12,846,923 (195,410) 401,982 (5,927) 22,404,937 ------------ ----------- --------- --------- ------- ------------ Deductions: Benefit payments and withdrawals..................... (6,732,373) (1,119,598) 127 (24,895) (2,672) (7,879,411) Participant expenses.............. (18,883) (2,090) -- (6,408) (129) (27,510) ------------ ----------- --------- --------- ------- ------------ Total deductions................ (6,751,256) (1,121,688) 127 (31,303) (2,801) (7,906,921) ------------ ----------- --------- --------- ------- ------------ Net increase (decrease) prior to interfund transfers............... 2,606,113 11,725,235 (195,283) 370,679 (8,728) 14,498,016 Interfund transfers................. 1,921,814 (1,868,170) 781,622 (834,425) (841) -- ------------ ----------- --------- --------- ------- ------------ Net increase (decrease)............. 4,527,927 9,857,065 586,339 (463,746) (9,569) 14,498,016 Net assets beginning of year........ 92,930,866 12,614,971 -- 463,746 46,432 106,056,015 ------------ ----------- --------- --------- ------- ------------ Net assets end of year.............. $ 97,458,793 $22,472,036 $ 586,339 $ -- $36,863 $120,554,031 ============ =========== ========= ========= ======= ============
- ------------------------------ * Effective June 18, 2000, certain employer investment options were amended as exclusively participant directed options. ** The balance in the Genzyme Tissue Repair Stock Fund was transferred to the Genzyme Biosurgery Stock Fund on December 18, 2000. See Note A. The accompanying notes are an integral part of these financial statements. F-4 GENZYME CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS A. PLAN DESCRIPTION GENERAL The Genzyme Retirement Savings Plan (the "Plan"), a defined contribution plan pursuant to the authorization of the Genzyme Corporation ("Genzyme") Board of Directors (the "Genzyme Board" or "our board"), was established effective January 1, 1988 to provide a long-range program of systematic savings for eligible employees ("Participants"). Employees of Genzyme's wholly-owned United States subsidiaries are eligible to participate in the Plan, with the exception of employees of the former Deknatel Snowden Pencer, Inc., an entity acquired by Genzyme during 1996, who participate in Genzyme Surgical Products Corporation Savings and Investment Plan. Pursuant to plan amendments with effective dates of April 1, 1997 and July 1, 1997, the Plan merged with the Genetrix, Inc. Salary Savings Plan and the PharmaGenics, Inc. 401(k) Plan, respectively. Employees who are 21 years of age or older become eligible to participate on their first day of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The plan administrator is the Retirement Savings Plan Committee, which committee was appointed by our board (the "Committee"). Effective June 18, 2000, the Genzyme Board amended the Plan resulting in changes to the Plan including the following: -- the name of the Plan has been changed to the Genzyme Corporation 401(k) Plan; -- certain employer stock ownership and profit-sharing features of the Plan were discontinued effective June 18, 2000; -- the biweekly employer match has been increased from 25% of the first 5% of Participants' eligible compensation to 100% of the first 2% of Participants' eligible compensation and 50% of the next 4% of Participants' eligible compensations retroactive to January 1, 2000; -- a four-year vesting schedule has been implemented for the employer match with an initial 20% vesting at the time of the employee's eligibility and subsequent 20% vesting each year for the next four years, however, active employees at June 18, 2000 remain eligible for full vesting in both employee and employer contributions; -- employees may now enroll in the Plan and Participants may now modify their contribution percentages each pay period rather than on a quarterly basis; -- Participants in the Plan may now reallocate contributions made under the stock ownership feature from Genzyme stock to other investment options prior to age 50; and -- a new investment option, the CIGNA Charter Core Bond Fund, is now available to plan participants. On December 18, 2000, Genzyme acquired Biomatrix, Inc. At the time of the merger, Genzyme created Genzyme Biosurgery as a new division. Genzyme reallocated the businesses of two of its then-existing divisions--Genzyme Surgical Products and Genzyme Tissue Repair--to Genzyme Biosurgery and allocated the acquired businesses of Biomatrix to Genzyme Biosurgery. As a result of this transaction, Genzyme amended its charter to create Genzyme Biosurgery Division common stock, which we refer to as "Biosurgery Stock", and eliminated Surgical Products Division common stock, which we refer to as "Surgical Products Stock" and Tissue Repair Division common stock, which we refer to as "Tissue Repair Stock". Each outstanding share of Surgical Products Stock was F-5 GENZYME CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS converted into 0.6060 of a share of Biosurgery Stock and each outstanding share of Tissue Repair Stock was converted into 0.3352 of a share of Biosurgery Stock. On December 18, 2000, the outstanding balance in the Genzyme Tissue Repair Division Common Stock Fund was transferred to the Genzyme Biosurgery Division Common Stock Fund. The following description of the Plan provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. INVESTMENT OPTIONS The following participant-directed investment options have been made available to Participants during 2000: - CIGNA Separate Accounts -- the Fidelity Puritan Account; -- the CIGNA Charter Large Company Stock Index Fund; -- the PBHG Growth Account; -- the Templeton Foreign Account; -- the Janus Account; -- the Fidelity Advisor Growth Opportunities Account; -- the INVESCO Dynamics Account; -- the CIGNA Charter Small Company Stock--Value I Fund; -- the CIGNA Charter Small Company Stock--Growth Fund; -- the INVESCO Small Company Growth Account; -- the Lazard International Equity Account; and -- the CIGNA Charter Core Bond Fund - The Putnam Voyager Fund - CIGNA Guaranteed Investment Contracts The CIGNA Charter Guaranteed Income Fund--This fund offers Participants a fixed income fund to provide yield returns relative to comparable guaranteed fixed income investment funds. CIGNA maintains the contributions in a pooled account. The contract is included in the financial statements at contract value, which approximates market value and represents contributions made under the contract, plus credited interest, less withdrawals and administrative expenses because it is fully benefit responsive. The average yield and crediting interest rate is based on an agreed-upon formula with the issuer but cannot be less than zero. The average yield and crediting interest rates were approximately 5.95% during 2000. The CIGNA Charter Guaranteed Securities Separate Account--This fund also offers Participants a fixed income fund, which is composed primarily of publicly traded investment-grade, intermediate-term securities. Principal and interest are guaranteed by CIGNA's Connecticut General Life Insurance Company. CIGNA maintains the contributions in a pooled account. The contract is included in the financial statements at contract value, which F-6 GENZYME CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS approximates market value and represents contributions made under the contract, plus credited interest, less withdrawals and administrative expenses because it is fully benefit responsive. Assets previously held in the CIGNA Guaranteed Securities Separate Account were transferred into this fund upon dissolution of that fund in September 1999. The average yield and crediting interest rates were approximately 5.00% during 2000. The crediting interest rate is based on an agreed-upon formula with the issuer but cannot be less than zero. The CIGNA Guaranteed Securities Separate Account--This fund offered Participants a fixed income fund composed primarily of publicly traded investment-grade, intermediate-term securities. Principal and interest were guaranteed by CIGNA's Connecticut General Life Insurance Company. CIGNA maintained the contributions in a pooled account. The contract is included in the financial statements at contract value, which approximates market value and represents contributions made under the contract, plus credited interest, less withdrawals and administrative expenses because it is fully benefit responsive. This account was dissolved in September 1999. Reallocation of account balances among participant directed investment options can be requested and processed on a daily basis. The following nonparticipant-directed investment options have also been made available to Participants during 2000: The Genzyme General Division Common Stock Fund--This fund is currently invested solely in shares of Genzyme General Division common stock, which we refer to as "Genzyme General Stock". Amounts contributed to the Genzyme General Division Common Stock Fund may be invested in other short-term investments pending the purchase of Genzyme General Stock. During 2000, contributions to this fund were participant-directed. Non-participant-directed contributions relating to certain employer stock ownership features were subsequently discontinued from the Plan effective June 18, 2000. The Genzyme Biosurgery Division Common Stock Fund--As described in Note A.-"Plan Description," on December 18, 2000, in connection with the creation of Biosurgery Stock, the outstanding balance in the Genzyme Tissue Repair Division Common Stock Fund was transferred to the Genzyme Biosurgery Division Common Stock Fund. This fund is currently invested solely in shares of Biosurgery Stock. Amounts contributed to the Genzyme Biosurgery Division Common Stock Fund may be invested in other short-term investments pending the purchase of Biosurgery Stock. This fund is made available to Participants only as an employer match option. Non-participant-directed contributions relating to certain employer stock ownership features were subsequently discontinued from the Plan effective June 18, 2000. The Genzyme Tissue Repair Division Common Stock Fund--Prior to December 18, 2000, this fund was invested solely in shares of Tissue Repair Stock. Amounts contributed to the Genzyme Tissue Repair Division Common Stock Fund were invested in other short-term investments pending the purchase of Tissue Repair Stock. This fund was made available to Participants through December 18, 2000 only as an employer match, a profit-sharing allocation option or through the stock ownership program, the latter two features of which were eliminated from the Plan effective June 18, 2000. On December 18, 2000, in connection with the creation of Biosurgery Stock, Genzyme Tissue Repair Stock was converted into Biosurgery Stock. The balance in the Genzyme Tissue Repair Common Stock Fund on that date was transferred to the Genzyme Biosurgery Division Common Stock Fund as described above. F-7 GENZYME CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS The Genzyme Molecular Oncology Division Common Stock Fund--This fund is currently invested solely in shares of Genzyme Molecular Oncology Division common stock, which we refer to as "Molecular Oncology Stock". Amounts contributed to the Genzyme Molecular Oncology Division Common Stock Fund may be invested in other short-term investments pending the purchase of Molecular Oncology Stock. This fund was made available to Participants only through the stock ownership program which was discontinued in June 2000. EMPLOYEE CONTRIBUTIONS The Plan is a defined contribution plan. Eligible employees may elect, through salary reduction agreements, to have up to 18% or a maximum of $10,500 of their eligible compensation, as defined by the Plan, contributed on a pre-tax basis to the Plan each year on their behalf. Changes in withholding percentages are permitted as of the last day of each quarter of the plan year. New employees with funds held under a previous employer's qualified plan are permitted to invest such funds into the Plan. These investments are classified as "rollovers" on the accompanying statement of changes in net assets available for plan benefits. A Participant's salary reduction contribution for a plan year may be further limited by the administration rules of the Internal Revenue Code of 1986, as amended (the "Code"), if the Participant is considered to be a highly compensated employee within the meaning of the Code. EMPLOYER CONTRIBUTIONS Effective June 18, 2000, the Plan was amended to increase the biweekly employer match from 25% of the first 5% of Participants' eligible compensation to 100% of the first 2% of Participants' eligible compensation and 50% of the next 4% of Participants' eligible compensation, retroactive to January 1, 2000. Genzyme's contributions were $5,585,435 for the year ended December 31, 2000. Participants may invest their contributions in increments determined at their own discretion. Employer contributions are invested as directed by the Participants, with the exception of non-participant-directed contributions made through the employer stock ownership features prior to June 18, 2000. If a Participant does not provide direction with respect to the investment of the Participant's contribution, all contributions will automatically be invested in the CIGNA Charter Guaranteed Securities Separate Account. Pursuant to a plan amendment effective January 1, 1997, Genzyme made contributions to the Plan under a profit-sharing program and a stock ownership program. For the profit-sharing plan, Genzyme contributed up to 0.75% of all employees' eligible compensation in either cash or stock. For contributions made into the stock ownership plan, which are non-participant directed, Genzyme contributed Genzyme General Stock, Tissue Repair Stock and Molecular Oncology Stock equivalent to 1% of all employees' eligible compensation into the respective Division's Common Stock Fund. Genzyme made no contributions to the Plan under the profit-sharing and stock ownership programs for the period from January 1, 2000 through June 18, 2000. These aspects of the profit-sharing program and stock ownership program were discontinued pursuant to a plan amendment effective June 18, 2000. F-8 GENZYME CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS VESTING Prior to June 18, 2000, Participants had a 100% nonforfeitable interest in both employee and employer contributions at all times. Effective June 18, 2000, the Plan was amended to implement a four-year vesting schedule for the employer match with an initial 20% vesting at the time of the employee's eligibility and a subsequent 20% vesting each year for the next four years. However, active employees at June 18, 2000 remain eligible for full vesting in both employee and employer contributions. Upon termination of employment or total and permanent disability, a Participant, or a Participant's beneficiary in the case of a Participant's death, is entitled to receive the fully vested amount in the Participant's account. BENEFITS AND WITHDRAWALS Distributions upon retirement at age 59 1/2 or later, death, or termination are made in a lump-sum payment. Contributions may be withdrawn from the Plan only upon a demonstration of hardship, as defined in the Summary Plan Description, unless the Participant (or survivor) requesting such withdrawal has attained the age of 59 1/2, died or terminated employment. LOANS Participants may obtain a loan from the Plan collateralized by the Participant's vested interest in the Plan. No loan may exceed the lesser of one half of the vested interest of a Participant or $50,000, and must be at least $1,000. A Participant may not obtain a loan unless the plan administrator approves the transaction. All loans bear interest as determined by the plan administrator at the time of the loan. At December 31, 2000, all loans bear interest rates between 2% and 10% and mature through 2019. A written repayment schedule specifies the date and payment amount necessary to amortize the loan. The Plan had Participant loans outstanding of $1,703,842 at December 31, 2000 and $1,746,404 at December 31, 1999. These outstanding loans are classified as participant-directed investments on the accompanying statements of net assets available for plan benefits. FORFEITED ACCOUNTS At December 31, 2000, forfeited accounts totaled $146,892. These accounts are used to reduce future employer contributions. There were no reductions to employer contributions from forfeited, non-vested accounts during the year ended December 31, 2000. B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. CASH EQUIVALENTS The Plan considers cash equivalents to be short-term, highly liquid investments, with initial maturities of less than three months. F-9 GENZYME CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS INVESTMENT VALUATION AND INCOME RECOGNITION Units of participation in the CIGNA separate accounts are valued at net asset value as reported to the Plan by CIGNA, which approximates fair value. The Putnam Voyager Fund, Genzyme General Division Common Stock Fund, Genzyme Biosurgery Division Common Stock Fund, Genzyme Tissue Repair Division Common Stock Fund and Genzyme Molecular Oncology Division Common Stock Fund are stated at fair value, based upon quoted market prices in an active market on the last business day of the plan year. The CIGNA Guaranteed Investment Contracts are valued at contract value which approximates fair value. Participant loans are valued at cost plus accrued interest which approximates fair value. The Plan presents in the statement of changes in net assets available for plan benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Security transactions are accounted for on the trade date. Gain or loss on sales of investments is based on average cost. Dividend and interest income is recorded as earned using the accrual basis. CONTRIBUTIONS AND BENEFIT PAYMENTS Employee contributions and matching employer contributions are recorded in the period the payroll deductions are made. Benefits are recorded when paid. USE OF ESTIMATES The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the Committee to make significant estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for plan benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the statements of net assets available for plan benefits. F-10 GENZYME CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS C. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
DECEMBER 31, ------------------------- 2000 1999 ----------- ----------- Fidelity Puritan Account........................... $16,900,849 $16,846,904 Charter Large Company Stock Index Fund............. 27,757,338 30,605,108 Putnam Voyager Fund................................ 7,023,313 6,726,767 PBHG Growth Account................................ 15,571,989 18,411,271 Charter Guaranteed Securities Separate Account..... 8,263,075 7,398,657 Genzyme General Division Common Stock Fund......... 22,382,117 11,192,596
During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) increased in value by $2,435,920 as follows: Net appreciation (depreciation) in fair value of registered investment companies...................................... $ 970,281 Interest and dividends...................................... 1,465,639 ----------- Total investment income..................................... $ 2,435,920 ===========
D. QUALIFICATION UNDER THE INTERNAL REVENUE CODE The Internal Revenue Service ("IRS") determined and informed the Committee by a letter dated December 8, 1999, that the Plan and related trust were designed in accordance with applicable sections of the Code. The Plan, since being amended, has not yet requested a determination letter from the IRS. However, the Plan was designed based upon a prototype plan that has been previously granted tax-qualified status by the IRS. The Committee believes that the Plan is designed and is currently being operated in compliance with all applicable requirements of the Internal Revenue Code and ERISA. Therefore, no provision for income taxes has been included in the Plan's financial statements. E. AMENDMENT OR TERMINATION OF THE PLAN Genzyme intends to continue the Plan indefinitely but reserves the right to terminate it at any time or amend it in any manner advisable. No amendment may adversely affect the nonforfeitable interests of Participants in their accounts or permit the use or diversion of any part of the Plan other than for the exclusive benefit of the Participants or their beneficiaries (subject to plan provisions permitting payment of fees and expenses). No merger, consolidation, or transfers of assets or liabilities of the Plan may reduce the Participant's interest accrued to the date of the merger, consolidation, or transfer. If Genzyme discontinues its contributions or if the Plan is fully or partially terminated, the affected Participant's rights to benefits will remain fully vested if vested prior to such action. F-11 GENZYME CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS F. RELATED PARTY Certain plan investments are separate accounts managed by CIGNA. CIGNA is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Fees incurred by the Plan for investment management and administrative services amounted to $27,510 for the year ended December 31, 2000. G. SERVICES PROVIDED BY GENZYME Genzyme provides certain administrative and recordkeeping services for the Plan at no cost to the plan participants. In addition, Genzyme has paid the trustee fees and other related costs on behalf of the Plan. H. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
DECEMBER 31, --------------------------- 2000 1999 ------------ ------------ Net assets available for benefits per the financial statements........................... $120,554,031 $106,056,015 Amounts payable to withdrawing participants...... -- (119,688) ------------ ------------ Net assets available for benefits per Form 5500........................................... $120,554,031 $105,936,327 ============ ============
The following is a reconciliation of benefits paid to Participants per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31, 2000 ----------------- Benefits paid to participants per the financial statements................................................ $7,879,411 Add: amounts payable to withdrawing participants at December 31, 2000...................................... 69,316 Less: amounts payable to withdrawing participants at December 31, 1999...................................... (119,688) ---------- Net assets available for benefits per Form 5500............. $7,829,039 ==========
Amounts allocated to withdrawing Participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. I. SUBSEQUENT EVENTS Effective January 1, 2001, participants in the Genzyme Surgical Products Corporation Investment and Savings Plan are eligible to participate in the Genzyme 401(k) Plan. F-12 GENZYME CORPORATION 401(k) PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 2000
FAIR OR HISTORICAL CONTRACT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST VALUE ----------------- ------------------------- ---------- ------------ *CIGNA Charter Guaranteed Income Fund $ ** $ 4,762,416 *CIGNA Fidelity Puritan Account ** 16,900,849 *CIGNA Charter Large Company Stock Index Fund ** 27,757,338 Putnam Voyager Fund ** 7,023,313 *CIGNA PBHG Growth Account ** 15,571,989 *CIGNA Templeton Foreign Account ** 2,913,064 *CIGNA Janus Account ** 3,990,846 *CIGNA Fidelity Advisor Growth Opportunities Account ** 489,695 *CIGNA INVESCO Dynamics Account ** 2,619,125 *CIGNA Charter Small Company Stock--Value I Fund ** 945,881 *CIGNA Charter Small Company Stock--Growth Fund ** 1,112,776 *CIGNA INVESCO Small Company Growth Account ** 1,791,617 *CIGNA Lazard International Equity Account ** 715,363 *CIGNA Charter Guaranteed Securities Separate Account ** 8,263,075 *CIGNA Charter Core Bond Fund ** 72,523 *Participant Loan Fund Loans with interest rates between 2% and 10% maturing through 2019 ** 1,703,842 *Genzyme General Division Common Stock ** 22,382,117 *Genzyme Biosurgery Division Common Stock ** 587,388 *Genzyme Molecular Oncology Division Common Stock ** 36,595 ------------ $119,639,812 ============
* Denotes party-in-interest. ** Participant-directed amounts are not required to be disclosed. F-13 -----END PRIVACY-ENHANCED MESSAGE-----