POS AM 1 a2060910zposam.txt POS AM As filed with the Securities and Exchange Commission on October 12, 2001 Registration No. 333-87449 -------------------------- U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 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 or organization) Identification Number) ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139 (617) 252-7500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------- PETER WIRTH Executive Vice President and Chief Legal Officer Genzyme Corporation One Kendall Square Cambridge, Massachusetts 02139 (617) 252-7500 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: PAUL KINSELLA Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-0100 ---------------------- Genzyme Corporation previously issued 617,200 shares (the "Shares") of Genzyme Molecular Oncology Division common stock, $0.01 par value per share ("Molecular Oncology Stock"), to Canadian Medical Discoveries Fund Inc. ("CMDF") when Genzyme Corporation acquired one-half of CMDF's interest in StressGen/Genzyme LLC. Genzyme Corporation's Registration Statement on Form S-3 (File No. 333-87449) registered the Shares for resale by CMDF. As of the date of this Post-Effective Amendment, 319,100 of the Shares have been sold pursuant to the Registration Statement. The remaining 298,100 of the Shares are now eligible for sale pursuant to Rule 144(k) under the Securities Act of 1933, as amended. This Post-Effective Amendment is filed to deregister 298,100 shares of Molecular Oncology Stock that were not sold pursuant to the Registration Statement. 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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on October 12, 2001. GENZYME CORPORATION By: /s/ MICHAEL S. WYZGA -------------------------------------- Michael S. Wyzga Senior Vice President, Finance and Chief Financial Officer 2