0000912057-01-534725.txt : 20011010
0000912057-01-534725.hdr.sgml : 20011010
ACCESSION NUMBER: 0000912057-01-534725
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010926
ITEM INFORMATION: Acquisition or disposition of assets
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011009
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: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-14680
FILM NUMBER: 1754239
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
a2060429z8-k.txt
8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
SEPTEMBER 26, 2001
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-14680 06-1047163
(State or other jurisdiction of (Commission file (IRS employer
incorporation or organization) number) identification number)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 252-7500
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 26, 2001, Genzyme completed the acquisition of Novazyme
Pharmaceuticals, Inc., a privately-held Delaware corporation. The acquisition
was structured as a merger of a wholly-owned subsidiary of Genzyme with and
into Novazyme pursuant to an Agreement and Plan of Merger dated as of August
6, 2001 among Genzyme, Rodeo Merger Corp. and Novazyme. Under the terms of
the merger agreement, Genzyme made an initial payment of approximately 2.6
million shares of Genzyme General Division common stock, $0.01 par value per
share ("Genzyme General Stock"), to Novazyme shareholders, based on an
exchange ratio of 0.5714 of a share of Genzyme General Stock for each share
of Novazyme common stock held at the effective time of the merger (the
"Initial Merger Consideration"), with cash being paid in lieu of issuing any
fractional shares of Genzyme General Stock. Novazyme shareholders are also
eligible to receive two subsequent payments totaling $87.5 million, payable
in shares of Genzyme General Stock, if U.S. marketing approval for the first
two products employing certain Novazyme technology is received within
specified dates (together with the "Initial Merger Consideration," the
"Merger Consideration"). Each outstanding option and warrant to purchase
shares of Novazyme common stock and each outstanding right to purchase
Novazyme preferred stock automatically converted into an option, warrant or
right, as the case may be, to purchase a number of shares of Genzyme General
Stock based on the number of shares of Genzyme General Stock issued as Merger
Consideration, with the associated exercise price being adjusted accordingly.
The amount of consideration paid was determined through arm's length
negotiations between Genzyme and Novazyme.
The assets acquired in the merger were used by Novazyme in the business
of developing biotherapeutic products for the treatment of human diseases using
a platform technology which involves innovative applications of glycobiology.
Genzyme will continue to employ the assets for similar purposes.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The following financial statements of Novazyme, including the report of
independent public accountants, appear as Exhibits 99.1 and 99.2, respectively,
to Genzyme's Current Report on Form 8-K filed on September 7, 2001 and are
incorporated herein by reference:
(1) the audited financial statements of Novazyme as of December 31,
2000 and 1999 and for the year ended December 31, 2000 and the
periods from inception (April 16, 1999) to December 31, 1999 and
2000, including the report of independent public accountants dated
February 26, 2001; and
(2) the unaudited financial statements of Novazyme as of June 30, 2001
and December 31, 2000 and for the six months ended June 30, 2001
and 2000 and the period from inception (April 16, 1999) to June
30, 2001.
(b) PRO FORMA FINANCIAL INFORMATION.
The unaudited pro forma combined financial information which
describes the pro forma effect of Genzyme's acquisition of Novazyme on the
unaudited statements of operations for the six months ended June 30, 2001 and
the year ended December 31, 2000 and the unaudited balance sheet as of June
30, 2001 of both Genzyme Corporation and Genzyme General, the division to
which the assets and liabilities and operations of Novazyme are allocated,
appear as Exhibit 99.1 to Genzyme's Current Report on Form 8-K filed on
September 20, 2001 and are incorporated herein by reference.
(c) EXHIBITS
2 Agreement and Plan of Merger, dated as of August 6, 2001, among Genzyme
Corporation, Rodeo Merger Corp. and Novazyme Pharmaceuticals, Inc.
Attached as Exhibit 2.1 to Genzyme's Current Report on Form 8-K dated
August 6, 2001 filed with the SEC on August 22, 2001 and incorporated
herein by reference.
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: October 9, 2001 By: /s/ Michael S. Wyzga
------------------------------------
Michael S. Wyzga
Senior Vice President, Finance;
Chief Financial Officer; and Chief
Accounting Officer.