8-B12G/A 1 GENZYME CORPORATION FORM 8-B12G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-B/A Registration of Securities of Certain Successor Issuers Filed Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 GENZYME CORPORATION (Exact Name of Registrant as Specified in its Charter) MASSACHUSETTS 06-1047163 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation) ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: NONE Securities to be registered pursuant to Section 12(g) of the Act: GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE (FORMERLY COMMON STOCK, $0.01 PAR VALUE) (Title of class) GENERAL DIVISION COMMON STOCK PURCHASE RIGHTS (FORMERLY PREFERRED STOCK PURCHASE RIGHTS) (Title of class) WARRANTS (DATED NOVEMBER 3 AND 10, 1989) TO PURCHASE COMMON STOCK (Title of class) 2 The Registration Statement on Form 8-B (the "Registration Statement") filed by Genzyme Corporation (the "Company") on February 28, 1992 is hereby amended by deleting Item 4 of the Registration Statement and replacing it with the following: ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. (a) General Division Common Stock (formerly Common Stock) ----------------------------------------------------- The description of the Company's shares of General Division Common Stock under the captions "Description of General Stock and TR Stock," "Determinations by the Board," "Dividend Policy" and "Other Rights" on pages 43 and 48 of Amendment No. 3 of the Company's Registration Statement on Form S-4 (File No. 33-83346) is hereby incorporated by reference pursuant to the instruction to this Item 4 and Rule 12b-23 of the Securities Exchange Act of 1934. (b) General Division Common Stock Purchase Rights (formerly ------------------------------------------------------- Preferred Stock Purchase Rights) -------------------------------- The description of the Company's General Division Common Stock Purchase Rights, contained in Item 1 of the Company's Form 8-A/A filed on November 28, 1994, is hereby incorporated by reference pursuant to the instruction to this Item 4 and Rule 12b-23 of the Securities Exchange Act of 1934. (c) Warrants dated November 3 and November 10, 1989 ----------------------------------------------- The description of the Company's warrants dated November 3 and November 10, 1989 contained in Item 4(c) of the Company's original Registration Statement on Form 8-B filed on February 28, 1992 is hereby incorporated by reference pursuant to the instruction to this Item 4 and Rule 12b-23 of the Securities Exchange Act of 1934. ITEM 5. EXHIBITS TO THIS FORM 8-B/A: Exhibit Number Description -------------- ----------- 3.1 Form of Articles of Amendment to the Articles of Organization as filed with the Secretary of State of the Commonwealth of Massachusetts. Filed as Exhibit 3.2 to the Company's Registration Statement on Form S-4 dated August 29, 1994 (File No. 33-83346) and incorporated herein by reference. 3.2 Amended and Restated Rights Agreement, dated as of October 13, 1994, between the Company and American Stock Transfer and Trust Company. Filed as Exhibit 4 to the Company's Current Report on Form 8-K filed on December 30, 1994 (File No. 0-14680) and incorporated herein by reference. 4.1 Specimen stock certificate representing shares of General Division Common Stock. Filed as Exhibit 1.1 to the Company's Registration Statement on Form 8-A/A filed on November 30, 1994 and incorporated herein by reference. - 2 - 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. GENZYME CORPORATION Date: March 30, 1995 By /s/ David J. McLachlan ---------------------- David J. McLachlan Senior Vice President, Finance - 3 - 4 EXHIBIT INDEX -------------
Exhibit Sequential Number Description Page No. ------ ----------- -------- 3.1 Form of Articles of Amendment to the Articles of Organization as filed * with the Secretary of State of the Commonwealth of Massachusetts. Filed as Exhibit 3.2 to the Company's Registration Statement on Form S-4 dated August 29, 1994 (File No. 33-83346) and incorporated herein by reference. 3.2 Amended and Restated Rights Agreement, dated as of October 13, 1994, * between the Company and American Stock Transfer and Trust Company. Filed as Exhibit 4 to the Company's Current Report on Form 8-K filed on December 30, 1994 (File No. 0-14680) and incorporated herein by reference. 4.1 Specimen stock certificate representing shares of General Division * Common Stock. Filed as Exhibit 1.1 to the Company's Registration Statement on Form 8-A/A filed on November 30, 1994 and incorporated herein by reference.
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