-----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, B9+5Stbh+xs3xhRJcije8yQg1L1q97iVu2RqiWDtj/7vXqgiMZvTOVG0OGHNQoYR cRrX39U80iv/J6w1SGNTjw== 0000950135-98-005193.txt : 19980924 0000950135-98-005193.hdr.sgml : 19980924 ACCESSION NUMBER: 0000950135-98-005193 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980923 EFFECTIVENESS DATE: 19980923 SROS: NASD 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: S-8 SEC ACT: SEC FILE NUMBER: 333-64095 FILM NUMBER: 98713578 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 S-8 1 GENZYME CORPORATION 1 As filed with the Securities and Exchange Commission on September 23, 1998 REGISTRATION NO. 333- __________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 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) Identification No.) ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139 (Address of Principal Executive Offices) ---------- 1990 EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) PETER WIRTH, ESQ. Genzyme Corporation One Kendall Square Cambridge, Massachusetts 02139 (617) 252-7500 (Name, address and telephone number of agent for service) with copies to: MAUREEN P. MANNING, ESQ. Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-0100 ---------- CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of each class of Amount to be offering price per aggregate offering Amount of securities to be registered registered share price registration fee - ---------------------------------------------------------------------------------------------------------------- Genzyme General Division Common Stock, $0.01 par value 250,000 shares $29.6875(1) $7,421,875 $2,189.45 - ---------------------------------------------------------------------------------------------------------------- Genzyme Tissue Repair Division Common Stock, $0.01 par value 350,000 shares $3.00(1) $1,050,000 $ 309.75 ================================================================================================================
(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) and based upon the average of the high and low sale prices on September 17, 1998 for both the Genzyme General Division Common Stock ("GGD Stock"), and the Genzyme Tissue Repair Division Common Stock ("GTR Stock"), each as reported by the Nasdaq National Market System. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT STATEMENT REGARDING INCORPORATION OF INFORMATION BY REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT Pursuant to Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 8, 1997 (File No. 333-33291) relating to the registration of 500,000 shares of Genzyme General Division Common Stock, $.01 par value (the "GGD Stock"), 500,000 shares of Genzyme Tissue Repair Division Common Stock, $0.01 par value (the "GTR Stock") and 500,000 shares of Genzyme Molecular Oncology Division Common Stock, $.01 par value (the "GMO Stock"), authorized for issuance under the Company's 1990 Employee Stock Purchase Plan is incorporated by reference in its entirety in this Registration Statement. This Registration Statement provides for the registration of an additional 250,000 shares of GGD Stock and 350,000 shares of GTR Stock authorized for issuance under the Company's 1990 Employee Stock Purchase Plan by the Company's Board of Directors on March 6, 1998 and approved by the Company's shareholders on May 28, 1998. ITEM 8. EXHIBITS. See Exhibit Index immediately following the signature page. 3 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 22 day of September, 1998. GENZYME CORPORATION By: /s/ David J. McLachlan --------------------------------- David J. McLachlan Executive Vice President, Finance and Chief Financial Officer POWER OF ATTORNEY We, the undersigned officers and directors of Genzyme Corporation, hereby severally constitute and appoint Henri A. Termeer, David J. McLachlan, Evan M. Lebson and Peter Wirth, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE --------- ----- ---- /s/ Henri A. Termeer President, Chief Executive September 22, 1998 - ---------------------------------- Officer and Director Henri A. Termeer (Principal Executive Officer) /s/ David J. McLachlan Executive Vice President, September 22, 1998 - ---------------------------------- Finance and Chief Financial David J. McLachlan Officer (Principal Financial and Accounting Officer) /s/ Constantine E. Anagnostopoulos Director September 22, 1998 - ---------------------------------- Constantine E. Anagnostopoulos /s/ Douglas A. Berthiaume Director September 22, 1998 - ---------------------------------- Douglas A. Berthiaume /s/ Henry E. Blair Director September 22, 1998 - ---------------------------------- Henry E. Blair /s/ Robert J. Carpenter Director September 22, 1998 - ---------------------------------- Robert J. Carpenter /s/ Charles L. Cooney Director September 22, 1998 - ---------------------------------- Charles L. Cooney /s/ Henry R. Lewis Director September 22, 1998 - ---------------------------------- Henry R. Lewis
4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 5 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5). EX-5 2 OPINION OF PALMER AND DODGE LLP 1 Exhibit 5 PALMER & DODGE LLP One Beacon Street, Boston, MA 02108-3190 Telephone: (617) 573-0100 Facsimile: (617) 227-4420 September 23, 1998 Genzyme Corporation One Kendall Square Cambridge, Massachusetts 02139 We are rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by Genzyme Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on or about the date hereof. The Registration Statement relates to 250,000 shares of Genzyme General Division Common Stock, $0.01 par value and 350,000 shares of Genzyme Tissue Repair Division Common Stock, $0.01 par value (collectively, the "Shares"), offered pursuant to the provisions of the Company's 1990 Employee Stock Purchase Plan (the "Plan"). We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken by the Company in connection with authorization, issuance and sale of the Shares. We have examined all such documents as we consider necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that when issued in accordance with the terms of the Plan, the Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as a part of the Registration Statement and to the reference to our firm under Item 5 thereof. Very truly yours, /s/ Palmer & Dodge LLP EX-23.1 3 CONSENT OF PRICEWATERHOUSE COOPERS LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Genzyme Corporation for its 1990 Employee Stock Purchase Plan of our reports dated February 27, 1998 on our audits of the consolidated financial statements and financial statement schedule of Genzyme Corporation, the combined financial statements and financial statement schedule of Genzyme General Division, the combined financial statements and financial statement schedule of Genzyme Tissue Repair Division and the combined financial statements of Genzyme Molecular Oncology Division as of December 31, 1997 and 1996 and for each of the three years in the period ended December 31, 1997, which reports are included in Genzyme Corporation's 1997 Annual Report on Form 10-K, as amended. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts September 22, 1998 -----END PRIVACY-ENHANCED MESSAGE-----