-----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, K6i3IkLGofSTCP4Dt2o1QPxEK1tsZ6rGrCIFkAaDIf4hfXl1pMxcRWqTNGc0BTbl Nrl+r8GkFKvxlwwaI8bfOQ== 0000912057-02-031789.txt : 20020814 0000912057-02-031789.hdr.sgml : 20020814 20020814102359 ACCESSION NUMBER: 0000912057-02-031789 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: FILED AS OF DATE: 20020814 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: 02732119 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 a2086499z8-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): AUGUST 14, 2002 GENZYME CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-14680 06-1047163 (State or other jurisdiction of (Commission file number) (IRS employer incorporation or organization) 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 9. REGULATION FD DISCLOSURE On August 14, 2002, each of the Principal Executive Officer, Henri A. Termeer, and Principal Financial Officer, Michael S. Wyzga, of Genzyme Corporation submitted to the Securities and Exchange Commission sworn statements pursuant to Securities and Exchange Commission Order No. 4-460. A copy of each of these statements is attached hereto as an Exhibit (99.1 and 99.2). 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: August 14, 2002 By: /s/ Michael S. Wyzga ------------------------------- Michael S. Wyzga Senior Vice President, Finance; Chief Financial Officer; and Chief Accounting Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Statement Under Oath of Principal Executive Officer, dated August 14, 2002 99.2 Statement Under Oath of Principal Financial Officer, dated August 14, 2002 EX-99.1 3 a2086499zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Henri A. Termeer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Genzyme Corporation, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Genzyme Corporation's Annual Report on Form 10-K for the year ended December 31, 2001; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Genzyme Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Henri A. Termeer - ------------------------- Henri A. Termeer Subscribed and sworn to before me Chairman of the Board, President this 14th day of August 2002. And Chief Executive Officer Genzyme Corporation /s/ Mary Ellen Hamilton ------------------------------------ Notary Public August 14, 2002 My Commission Expires: June 19, 2003 EX-99.2 4 a2086499zex-99_2.txt EXHIBIT 99.2 EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Michael S. Wyzga, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Genzyme Corporation, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Genzyme Corporation's Annual Report on Form 10-K for the year ended December 31, 2001; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Genzyme Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Michael S. Wyzga - ------------------------------ Michael S. Wyzga Subscribed and sworn to before me Senior Vice President, Finance this 14th day of August 2002. And Chief Financial Officer Genzyme Corporation /s/ Mary Ellen Hamilton ------------------------------------ Notary Public August 14, 2002 My Commission Expires: June 19, 2003 -----END PRIVACY-ENHANCED MESSAGE-----