-----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, S+gabGobnqPKxHbrvGGB2IUyrjQg/bCgiOvt77F93t4KNFviCvWcTPvdHMMFk1C5 Bqdbk82FJuD1u8dd4DZ55Q== 0000950135-96-001951.txt : 19960510 0000950135-96-001951.hdr.sgml : 19960510 ACCESSION NUMBER: 0000950135-96-001951 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960509 SROS: NASD 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14680 FILM NUMBER: 96558435 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 DEFA14A 1 GENZYME CORP. SUPPLEMENTAL PROXY MATERIAL 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 GENZYME CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transactions applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the Filing Fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. - -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- 2 [Genzyme Corporation letterhead] May 9, 1996 Dear : The May 16, 1996 Annual Meeting of Shareholders is now just one week away. This is a reminder to you that if you have not yet voted your proxy, you should do so as soon as possible. Your vote is important to us, and we want to be sure it comes in time to be included. We are requesting your favorable vote on proposals 2 and 3. These proposals increase the number of shares available for the granting of the stock options in the Company's two classes of stock, the General Division and the Tissue Repair Division. Since there is no single common stock representing Genzyme Corporation, you must look at the total shares and options outstanding for each class of stock separately rather than in the aggregate. The Company is aware of the concerns of its shareholders as it relates to the issuance of option shares. As a result, our stock option programs have evolved over the past several years to reflect your concerns while maintaining the Company's ability to attract and retain qualified employees. Specifically: - We have granted an increasing number of stock options that are performance related. Performance related options have objectives that are based on achieving specific revenue, profitability or stock price goals within relatively short periods of time, all of which are consistent with increasing shareholder value. - 23% of General Division options outstanding are performance related grants. 15% of options outstanding are performance grants tied directly to specific increases in the stock price. - 29% of Tissue Repair Division options outstanding are performance related grants, all of which are tied to increases in the stock price. - Over the past three years, the Compensation Committee has reduced the number of shares which may be granted to non-executive employees by 50%, a recognition of the growing maturity of the Company. - Options granted to executive officers are below the average for similar grants reported for 1994 by the 10 largest biotechnology companies. 3 - Genzyme has an employment turnover rate of 7%, well below the industry average of 20%. Our ability to continue to attract and retain employees is crucial to our continued success and growth. It is our hope that you will support this year's proxy proposals. Sincerely, David J. McLachlan Senior Vice President - Finance -----END PRIVACY-ENHANCED MESSAGE-----