-----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, LMlMq0cN+jmT3/ghHC3ciSX08H4rKViPofyNMbq277jAqD6w8kzaVRNdku6D5VGx MoIpW1/a9264tkWQT+qxOA== 0000950109-95-004131.txt : 19951012 0000950109-95-004131.hdr.sgml : 19951012 ACCESSION NUMBER: 0000950109-95-004131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950929 ITEM INFORMATION: Other events FILED AS OF DATE: 19951011 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] 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: 95579888 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQUARE 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 FORM 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 29, 1995 GENZYME CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 0-14680 06-1047163 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) One Kendall Square, Cambridge, Massachusetts 02139 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (617) 252-7500 Item 5. Other Events. ------------ On October 2, 1995, Genzyme Corporation ("Genzyme"), a Massachusetts corporation, completed the acquisition of its majority-owned subsidiary, IG Laboratories, Inc. ("IG"), a Delaware corporation, in a transaction in which IG was merged with and into Genzyme. Genzyme hereby incorporates by reference the contents of its press release dated September 29, 1995, filed as Exhibit 99 to this report. SIGNATURES 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. Date: October 11, 1995 GENZYME CORPORATION BY: /s/ Evan M. Lebson ------------------------------------ Evan M. Lebson Vice President, Treasurer EXHIBIT INDEX Exhibit Sequential No. Description Page No. - ------- ----------- ---------- 99 Press release dated September 29, 1995. Filed herewith. 5 EX-99 2 PRESS RELEASE Exhibit 99 For Immediate Release Contact: September 29, 1995 -------- Stephen Push 617-252-7570 Genzyme Buys Back Outstanding Shares of IG Labs --- Independent IG Shareholders Approve Merger with Genzyme CAMBRIDGE, Mass. -- The independent shareholders of IG Laboratories Inc. (Nasdaq: IGLI, "Integrated Genetics") today approved the merger of IG Labs with Genzyme Corp. Genzyme currently owns approximately 70 percent of the genetics testing company and will combine the operations of IG Labs into the diagnostic services unit of Genzyme's General Division. The merger will be effective on October 2, 1995. IG Labs stock ceased trading today. In exchange for their IG Labs shares, public shareholders will receive .1201 share of Genzyme General Division common stock (Nasdaq;GENZ), or approximately $7.00, for each share of IG common stock held. The exchange ratio was based on a ten-day average closing price of Genzyme General Division common stock as of September 28, 1995, which was valued at $58.30. Any fractional shares will be paid in cash. The exchange is a tax-free transaction for federal income tax purposes. Genzyme will not change the nature of the business unit, which will continue to work in the area of genetic diagnostics and will continue to operate under the Integrated Genetics name. Genzyme, one of the world's top five biotechnology companies, focuses on developing innovative products and services for major unmet human health care needs. The company's General Division markets Ceredase(R) and Cerezyme(TM) replacement enzymes for the treatment of Gaucher disease. It also develops and markets diagnostic products, genetic diagnostic services, and bulk pharmaceuticals. Integrated Genetics applies advanced biotechnology to develop and provide high-quality, sophisticated genetic testing services to physicians, hospitals, clinical laboratories, university medical centers, and managed health care organizations throughout the United States and internationally. In addition to its Framingham, Mass., headquarters, Integrated Genetics operates laboratories and client service centers in ten locations in the United States. ### Genzyme's news releases are available through PR Newswire's fax-on-demand service at 1-800-758-5804, 1ext. 104284, and on the Internet's World Wide Web at http://www,prnewswire.com. -----END PRIVACY-ENHANCED MESSAGE-----