-----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, V7Vtu7T+1RnvWPG8DYbX4SR6aZP/ynNpqamrNeM+tOo2x1gFX9rvrBhXmDlMIZ+W R1iDRPGToz+O14Iuib0cag== 0000950135-96-002865.txt : 19960701 0000950135-96-002865.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950135-96-002865 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14680 FILM NUMBER: 96588576 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 10-K/A 1 GENZYME CORPORATION AMENDMENT TO FORM 10-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NO. 0-14680 GENZYME CORPORATION (Exact name of Registrant as specified in its charter) MASSACHUSETTS 06-1047163 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ONE KENDALL SQUARE 02139 CAMBRIDGE, MASSACHUSETTS (Zip Code) (Address of principal executive offices) (617) 252-7500 (Registrant's telephone number, including area code) ---------- Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE ("GENERAL DIVISION STOCK") TISSUE REPAIR DIVISION COMMON STOCK, $0.01 PAR VALUE ("TR STOCK") GENERAL DIVISION STOCK PURCHASE RIGHTS TR STOCK PURCHASE RIGHTS WARRANTS (DATED NOVEMBER 3 AND 10, 1989) TO PURCHASE GENERAL DIVISION STOCK AND TR STOCK SERIES N WARRANTS (DATED MAY 5, 1992) TO PURCHASE GENERAL DIVISION STOCK AND TR STOCK ---------- Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Aggregate market value of voting stock held by non-affiliates of the Registrant as of March 1, 1996: $2,349,667,466 Number of shares of the Registrant's General Division Stock outstanding as of March 1, 1996: 31,844,070 Number of shares of the Registrant's TR Stock outstanding as of March 1, 1996: 12,110,503 ---------- DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held May 16, 1996 were incorporated by reference into Part III of the Registrant's Form 10-K amended hereby. ================================================================================ 2 This report on Form 10-K/A constitutes Amendment No. 1 to the registrant's Form 10-K for the year ended December 31, 1995. Item 14 is hereby amended as follow: - - Exhibit 23.1, Consent of Coopers & Lybrand L.L.P., is revised to include consent to the incorporation by reference in the registration statements of Genzyme Corporation on Form S-4 (File Nos. 333-01105, 333-02357 and 333-02947) of their reports dated March 1, 1996, except as to Note O which is dated March 26, 1996 of their audits of the consolidated financial statements and financial statemet schedule of the Genzyme Corporation and Subsidiaries, dated March 1, 1996 except as to Note R which is March 26, 1996 on our audits of the combined financial statements and financial statement schedule of Genzyme General Division and dated March 1, 1996 except as to Note O which is March 26, 1996 on our audits of the combined financial statements and financial statement schedule of Genzyme Tissue Repair Division all as of December 31, 1994 and 1995 and for each of the three years in the period ended December 31, 1995, which reports are include in the registrant's 1995 Annual Report on Form 10-K. - - Exhibit 23.2, Consent of Coopers & Lybrand L.L.P., relating to the Annual Report of Genzyme Corporation Retirement Savings Plan (the "Plan"), is filed herewith. - - Exhibit 99.1, which includes information, financial statements and exhibits required by Form 11-K related to the Plan, is filed herewith. -2- 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A) 1. FINANCIAL STATEMENTS The financial statements are listed under Part II, Item 8 of this Report. 2. FINANCIAL STATEMENT SCHEDULES The financial statement schedules are listed under Part II, Item 8 of this Report. 3. EXHIBITS The exhibits are listed below under Part IV, Item 14(c) of this report. (B) REPORTS ON FORM 8-K Reports on Form 8-K were filed with the Commission during the fourth quarter of 1995 to report the following items as of the dates indicated: - Genzyme filed a report on Form 8-K dated October 12, 1995 reporting under Item 5 of Form 8-K the acquisition of its majority-owned subsidiary, IG Laboratories, Inc. ("IG Labs") in a transaction in which IG Labs was merged with and into Genzyme. The report incorporated by reference the contents of Genzyme's press release dated September 29, 1995. (C) EXHIBITS EXHIBIT DESCRIPTION NO. ----------- - ------- *3.1 - Articles of Organization of Genzyme. Filed as Exhibit 3.1 to Genzyme's Form 10-K for 1994. *3.2 - By-laws of Genzyme. Filed as Exhibit 3.2 to Genzyme's Form 8-K dated December 31, 1991. *4.1 - Amended and Restated Rights Agreement, dated as of October 13, 1994 between Genzyme and American Stock Transfer and Trust Company. Filed as Exhibit 4 to Genzyme's Form 8-K dated December 29, 1994. *4.2 - Indenture dated as of October 11, 1991 between Genzyme and State Street Bank and Trust Company. Filed as Exhibit 4.1 to Genzyme's Form 8-K dated October 11, 1991. *4.3 - First Supplement dated as of December 20, 1991 to Indenture dated as of October 11, 1991 between Genzyme and State Street Bank and Trust Company. Filed as Exhibit 4.1 to Genzyme's Form 8-K dated December 31, 1991. *4.4 - Global Note of Genzyme in the principal amount of $100,000,000 dated October 11, 1991, payable to Cede and Co., as nominee for The Depository Trust Company. Filed as Exhibit 4.2 to Genzyme's Form 8-K dated October 11, 1991. *4.5 - Specimen Warrant to purchase Genzyme Common Stock issued to limited partners of Genzyme Development Partners, L.P. on November 3, 1989. Filed as Exhibit 4.3 to Genzyme's Form 10-K for 1990. -3- 4 EXHIBIT DESCRIPTION NO. ----------- - ------- *4.6 - Specimen Warrant to purchase Genzyme Common Stock issued to limited partners of Genzyme Development Partners, L.P. on November 10, 1989. Filed as Exhibit 4.4 to Genzyme's Form 10-K for 1990. *4.7 - Specimen Warrant to purchase Genzyme Common Stock issued to Paine Webber Development Company on November 10, 1989. Filed as Exhibit 4.5 to Genzyme's Form 10-K for 1990. *4.8 - Specimen Series N Warrant to purchase Genzyme Common Stock issued to shareholders of Neozyme II Corporation ("Neozyme II"). Filed as Exhibit 28.5 to Genzyme's Form 10-Q for March 31, 1992. *4.9 - Specimen Callable Warrant to purchase Genzyme Common Stock issued to shareholders of Neozyme II. Filed as Exhibit 28.6 to Genzyme's Form 10-Q for March 31, 1992. *10.1 - Leases by Whatman Reeve Angel Limited to Whatman Biochemicals Limited dated May 1, 1981. Filed as Exhibit 10.12 to Genzyme's Registration Statement on Form S-1, File No. 33-4904. *10.2 - Lease dated as of September 15, 1989 for 95-111 Binney Street, Cambridge, Massachusetts between Genzyme and the Trustees of the Cambridge East Trust. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1992. First amendment of lease dated February 28, 1994. Filed as Exhibit 10.2 to Genzyme's Form 10-K for 1993. *10.3 - Lease dated December 20, 1988 for Building 1400, One Kendall Square, Cambridge, Massachusetts between Genzyme and the Trustees of Old Binney Realty Trust, as amended by letters dated December 20, 1988, January 19, 1989 and January 31, 1989. Filed as Exhibit 10.18 to Genzyme's Form 10-K for 1988. Addendum dated September 20, 1991 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 19.1 to Genzyme's Form 10-Q dated September 30, 1991. Addenda dated August 2, 1990 and April 6, 1993 to Lease for Building 1400, One Kendall Square, Cambridge, Massachusetts. Filed as Exhibit 10.3 to Genzyme's Form 10-K for 1993. *10.4 - Lease dated December 20, 1988 for Building 700, One Kendall Square, Cambridge, Massachusetts between Genzyme and Trustees of Old Kendall Realty Trust, as amended by letters dated December 20, 1988 and January 31, 1989. Filed as Exhibit 10.19 to Genzyme's Form 10-K for 1988. *10.5 - Lease dated September 30, 1985 for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1990. Amendment No. 1, dated October 11, 1990, and Amendment No. 2, dated May 12, 1993, to lease for 51 New York Avenue, Framingham, Massachusetts. Filed as Exhibit 10.5 to Genzyme's Form 10-K for 1993. *10.6 - Lease dated April 30, 1990 for 64 Sidney Street, Cambridge, Massachusetts between BioSurface Technology, Inc. ("BioSurface") and Forest City 64 Sidney Street, Inc. Filed as Exhibit 10.22 to the Registration Statement of BioSurface on Form S-1, File No. 33-55874. -4- 5 EXHIBIT DESCRIPTION NO. ----------- - ------- *10.7 - Sublease Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Prime Computer, Inc. Filed as Exhibit 10.7 to Genzyme's Form 10-K for 1993. *10.8 - Lease dated May 22, 1992 for three buildings at 74-84 New York Avenue, Framingham, Massachusetts between Genzyme and Mark L. Fins, David J. Winstanley and Bruce A. Gurall, tenants in common. Filed as Exhibit 10.8 to Genzyme's Form 10-K for 1993. *10.9 - Lease dated June 1, 1992 for land at Allston Landing, Allston, Massachusetts between Allston Landing Limited Partnership and the Massachusetts Turnpike Authority. Filed as Exhibit 10.9 to Genzyme's Form 10-K for 1993. *10.10 - Underlease for Block 13 building at Kings Hill Business Park West Malling Kent among Rouse and Associates Block 13 Limited, Genzyme (UK) Limited and Genzyme Corporation. Filed as Exhibit 10.11 to Genzyme's Registration Statement on Form 8-B dated December 31, 1991, filed on March 2, 1992. *10.11 - Agreement of Limited Partnership dated as of September 13, 1989 between Genzyme Development Corporation II, as General Partner, and each of the Limited Partners named therein. Filed as Exhibit 10(aa) to Genzyme's Registration Statement on Form S-4, File No. 33-32343. *10.12 - Cross License Agreement dated as of September 13, 1989 between Genzyme Corporation and Genzyme Development Partners, L.P. Filed as Exhibit 10(bb) to Genzyme's Registration Statement on Form S-4, File No. 33-32343. *10.13 - Development Agreement dated as of September 13, 1989 between Genzyme Corporation and Genzyme Development Partners, L.P. Filed as Exhibit 10(cc) to Genzyme's Registration Statement on Form S-4, File No. 33-32343. *10.14 - Amendment No. 1 dated January 4, 1994 to Development Agreement dated as of September 13, 1989 between Genzyme and Genzyme Development Partners, L.P. Filed as Exhibit 10.14 to Genzyme's Form 10-K for 1993. *10.15 - Notice dated January 4, 1994 from Genzyme to Genzyme Development Partners, L.P. Filed as Exhibit 10.15 to Genzyme's Form 10-K for 1993. *10.16 - Notice dated January 13, 1995 from Genzyme to Genzyme Development Partners, L.P. Filed as Exhibit 10.16 to Genzyme's Form 10-K for 1994. *10.17 - Notice dated February 22, 1996 from Genzyme to Genzyme Development Partners, L.P. Filed as Exhibit 10.17 to Genzyme's Form 10-K for 1995. *10.18 - Partnership Purchase Option Agreement dated as of September 13, 1989 between Genzyme Corporation, Genzyme Development Corporation II, Genzyme Development Partners, L.P. each Class A Limited Partner and the Class B Limited Partner. Filed as Exhibit 10(dd) to Genzyme's Registration Statement on Form S-4, File No. 33-32343. -5- 6 EXHIBIT DESCRIPTION NO. ----------- - ------- *10.19 - Partnership Purchase Agreement, undated and unexecuted, between Genzyme Corporation, Genzyme Development Corporation II, Genzyme Development Partners, L.P., each Class A Limited Partner and the Class B Limited Partner, as the case may be. Filed as Exhibit 10(ee) to Genzyme's Registration Statement on Form S-4, File No. 33-32343. *10.20 - Joint Venture Agreement dated as of September 13, 1989 between Genzyme Corporation and Genzyme Development Partners, L.P. Filed as Exhibit 10(ff) to Genzyme's Registration Statement on Form S-4, File No. 33-32343. *10.21 - Technology License and Supply Agreement dated as of September 8, 1989 between Imedex and Genzyme. Filed as Exhibit 10.30 to Genzyme's Form 10-K for 1990.** *10.22 - 1988 Director Stock Option Plan. Filed as Annex VIII to Genzyme's Registration Statement on Form S-4, File No. 33-83346. *10.23 - 1990 Equity Incentive Plan. Filed as Annex VII to Genzyme's Registration Statement on Form S-4, File No. 33-83346. *10.24 - 1990 Employee Stock Purchase Plan. Filed as Annex IX to Genzyme's Registration Statement on Form S-4, File No. 33-83346. *10.25 - Executive Employment Agreement dated as of January 1, 1990 between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32 to Genzyme's Form 10-K for 1990. *10.26 - Form of Severance Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.33 to Genzyme's Form 10-K for 1990. Schedule identifying executives currently party to such Severance Agreement filed as Exhibit 10.32 to Genzyme's Form 10-K for 1993. *10.27 - Form of Indemnification Agreement between Genzyme and certain senior executives, together with schedule identifying the provisions applicable to each executive. Filed as Exhibit 10.34 to Genzyme's Form 10-K for 1990. Schedule identifying executives currently party to such Indemnification Agreement filed as Exhibit 10.33 to Genzyme's Form 10-K for 1993. *10.28 - Consulting Agreement dated March 1, 1993 between Genzyme and Henry E. Blair. Filed as Exhibit 10.29 to Genzyme's 10-K for 1992. Consulting Agreement dated February 3, 1994 between Genzyme and Henry E. Blair. Filed as Exhibit 10.35 to Genzyme's Form 10-K for 1993. *10.29 - Technology License Agreement dated April 28, 1992 between Genzyme and Neozyme II. Filed as Exhibit 28.7 to Genzyme's Form 10-Q for March 31, 1992. *10.30 - Research and Development Agreement dated April 28, 1992 between Genzyme and Neozyme II. Filed as Exhibit 28.8 to Genzyme's Form 10-Q for March 31, 1992. -6- 7 EXHIBIT DESCRIPTION NO. ----------- - ------- *10.31 - Purchase Option Agreement dated April 28, 1992 among Genzyme, PaineWebber Incorporated, Shearson Lehman Brothers, Inc., Cowen & Company, PaineWebber International (U.K.) Ltd., and Lehman Brothers International Limited. Filed as Exhibit 28.9 to Genzyme's Form 10-Q for March 31, 1992. *10.32 - Administrative Agreement dated April 28, 1992 between Genzyme and Neozyme II. Filed as Exhibit 28.10 to Genzyme's Form 10-Q for March 31, 1992. *10.33 - Series 1992 Note of Neozyme II dated April 28, 1992. Filed as Exhibit 28.11 to Genzyme's Form 10-Q for March 31, 1992. *10.34 - Amendment No. 1 to Technology License Agreement and Research and Development Agreement between Genzyme and Neozyme II dated as of August 11, 1993. Filed as Exhibit 10.42 to Genzyme's Form 10-K for 1993. *10.35 - Technology Transfer Agreement between Genzyme and Genzyme Transgenics Corporation ("GTC") dated as of May 1, 1993. Filed as Exhibit 2.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.36 - Research and Development Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.1 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.37 - Services Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.2 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.38 - Series A Convertible Preferred Stock Purchase Agreement between Genzyme and GTC dated as of May 1, 1993. Filed as Exhibit 10.5 to the Registration Statement on Form S-1 of GTC (File No. 33-62872). *10.39 - Convertible Debt and Development Funding Agreement dated as of March 29, 1996 between Genzyme and GTC. Filed as Exhibit 10.39 to Genzyme's Form 10-K for 1995. *10.40 - Common Stock Purchase Agreement between Argus Pharmaceuticals, Inc. and Genzyme Corporation dated as of September 10, 1993. Filed as Exhibit A to Schedule 13D filed by Genzyme on September 20, 1993.** *10.41 - Agreement and Plan of Reorganization dated as of July 25, 1994, as amended, among Genzyme Corporation, Phoenix Acquisition Corporation and BioSurface Technology, Inc. Filed as Annex X to Genzyme's Registration Statement on Form S-4, File No. 33-83346. *10.42 - Agreement and Plan of Merger dated as of January 11, 1996 among Genzyme, Genetrix, Inc. and the Principal Stockholders of Genetrix. Filed as Exhibit 2 to Genzyme's Regristration Statement on Form S-4, File No. 333-1105. *10.43 - License and Development Agreement between Celtrix Pharmaceuticals, Inc. ("Celtrix") and Genzyme Corporation dated as of June 24, 1994. Filed as Exhibit 10.42 to Celtrix's Annual Report on Form 10-K for the fiscal year ended March 31, 1994.** -7- 8 EXHIBIT DESCRIPTION NO. ----------- - ------- *10.44 - Common Stock Purchase Agreement dated as of June 24, 1994 between Celtrix and Genzyme Corporation. Filed as Exhibit A to Schedule 13D filed by Genzyme on July 5, 1994. *11 - Computation of weighted average shares used in computing per share amounts. Filed as Exhibit 11 to Genzyme's Form 10-K for 1995. *21 - Subsidiaries of the Registrant. Filed as Exhibit 21 to Genzyme's Form 10-K for 1995. 23.1 - Consent of Coopers & Lybrand L.L.P.. Filed as Exhibit 23.1 to Genzyme's Form 10-K for 1995. Filed herewith. 23.2 - Consent of Coopers & Lybrand L.L.P. relating to the Annual Report of Genzyme Corporation Retirement Savings Plan included in Exhibit 99.1 to Genzyme's Form 10-K for 1995. Filed herewith. *27 - Financial Data Schedules (for EDGAR filing purposes only). 99.1 - Information, financial statements and exhibits required by Form 11-K with respect to the Genzyme Corporation Retirement Savings Plan. Filed herewith. * Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated by reference. Exhibits filed with Forms 10-K, 10-Q, 8-K or 8-B of Genzyme Corporation were filed under Commission File No. 0-14680. ** Confidential treatment has been granted for the deleted portions of Exhibits 10.21, 10.40 and 10.43. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS Exhibits 10.22 through 10.28 above are management contracts or compensatory plans or arrangements in which the executive officers or directors of Genzyme participate. -8- 9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned. GENZYME CORPORATION Date: June 28, 1996 By: /s/David J. McLachlan ------------------------------ David J. McLachlan Senior Vice President, Finance -9- 10 GENZYME CORPORATION FORM 10-K/A Amendment No. 1 Exhibit Index
Exhibit Description Page - ------- ----------- ---- 23.1 - Consent of Coopers & Lybrand L.L.P. Filed herewith 11 23.2 - Consent of Coopers & Lybrand L.L.P., relating to the 12 Annual Report of Genzyme Corporation Retirement Savings Plan as reported in Exhibit 99.1 to Genzyme's 1995 Form 10-K/A. Filed herewith. 99.1 - Information, financial statements and exhibits required by Form 11-K with respect to the Genzyme Corporation Retirement Savings Plan. Filed herewith. 13
-10- EX-23.1 2 CONSENT OF COOPERS & LYBRAND, L.L.P. 1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We consent to the incorporaton by reference in the registration statements of Genzyme Corporation on Forms S-8 (File Nos. 33-8881, 33-15616, 33-26329, 33-22464, 33-29440, 33-21241, 33-29918, 33-30007, 33-35067, 33-37236, 33-41933, 33-51416, 33-55656, 33-58351, 33-58353, 33-58355, 33-58359, 33-60435, 33-60437, 33-68168, 33-68118 and 33-68208), on Form S-4 (File No. 333-01105), and on Form S-3 (File Nos. 33-42325 and 33-47242) of our reports dated March 1, 1996, except as to Note Q which is March 26, 1996, on our audits of the consolidated financial statements and financial statement schedule of Genzyme Corporation and Subsidiaries, dated March 1, 1996 except as to Note R which is March 26, 1996 on our audits of the combined financial statements and financial statement schedule of Genzyme General Division and dated March 1, 1996 except as to Note O which is March 26, 1996 on our audits of the combined financial statements and financial statement schedule of Genzyme Tissue Repair all as of December 31, 1994 and 1995 and for each of the three years in the period ended December 31, 1995 which reports are included in the registrant's 1995 Annual Report on Form 10-K. Boston, Massachusetts /s/ Coopers & Lybrand L.L.P. June 27, 1996 -11- EX-23.2 3 CONSENT OF COOPERS & LYBRAND, LLP 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Genzyme Corporation on Form S-8 (File No. 33-21241) of our report dated May 17, 1996 on our audits of the financial statements of the Genzyme Corporation Retirement Savings Plan as of December 31, 1995 and 1994 and for the years then ended, which report is included in Exhibit 99.1 to this annual report on Form 10-K/A. /s/ Coopers & Lybrand L.L.P. Boston, Massachusetts June 27, 1996 -12- EX-99.1 4 RETIREMENT SAVINGS PLAN FOR GENZYME CORPORATION 1 GENZYME CORPORATION RETIREMENT SAVINGS PLAN ---------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES TO ACCOMPANY 1995 FORM 5500 ANNUAL REPORT OF EMPLOYEE BENEFIT PLAN UNDER ERISA OF 1974 for the years ended December 31, 1995 and 1994 -13- 2 GENZYME CORPORATION RETIREMENT SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS
Page ---- Report of Independent Accountants ................................... 15 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 ................................... 16 Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information for the Year Ended December 31, 1995 ............................................ 17 Notes to Financial Statements ....................................... 18-22 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes, December 31, 1995 .................................... 23 Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1995 ................................... 24
Certain supplemental schedules required by the regulations of the Employee Retirement Income Security Act of 1974 have been omitted for the reason that they are not required or not applicable. -14- 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Retirement Savings Plan Committee of the Genzyme Corporation Retirement Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of the Genzyme Corporation Retirement Savings Plan as of December 31, 1995 and 1994 and the related statement of changes in net assets available for plan benefits, with Fund Information for the year ended December 31, 1995. We previously audited and reported on the statement of changes in net assets available for plan benefits, with Fund Information for the year ended December 31, 1994, which condensed statement is presented for comparative purposes. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Genzyme Corporation Retirement Savings Plan as of December 31, 1995 and 1994 and the changes in its net assets available for plan benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the index on page 14 are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. The schedule of assets held for investment purposes and the schedule of reportable transactions that accompany the Plan's financial statements do not disclose the historical cost of certain plan assets held by the plan trustee. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. /s/ Coopers & Lybrand L.L.P. Boston, Massachusetts May 17, 1996 -15- 4 GENZYME CORPORATION RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, --------------------------- 1995 1994 ---- ---- ASSETS Investments at market value (Notes A and B): American Express Collective Trust Fund ........ $ 3,798,662 $ 2,863,066 Fidelity Puritan Fund ......................... 7,254,378 4,406,406 Fidelity Magellan Fund ........................ 9,991,497 5,311,344 Genzyme General Division Stock ................ 4,429,872 1,761,272 Participant loans ............................. 963,790 737,750 ----------- ----------- Total investments .......................... 26,438,199 15,079,838 Cash and cash equivalents ......................... 29,237 37,857 Receivables: Employer contribution ......................... 226,433 144,521 Employee contributions ........................ 286,135 168,650 Accrued interest .............................. 349 368 Rollovers ..................................... 0 8 Loan receivables from participants ............ 15,547 12,492 ----------- ----------- Total receivables .......................... 528,464 326,039 ----------- ----------- Total assets ............................. 26,995,900 15,443,734 ----------- ----------- Net assets available for plan benefits (Note E) ... $26,995,900 $15,443,734 =========== ===========
The accompanying notes are an integral part of the financial statements. -16- 5 GENZYME CORPORATION RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION for the year ended December 31, 1995 (with comparative totals for the year ended December 31, 1994)
Fund Information Total ----------------------------------------------------------------------------------------- Balanced Aggressive Genzyme Guaranteed Equity Equity Stock Loan Fund Fund Fund Fund Fund 1995 1994 ---- ---- ---- ---- ---- ---- ---- Additions: Employee contributions $ 112,726 $ 210,310 $ 296,489 $ 134,357 $ - $ 753,882 $ 613,156 Employer contributions 789,218 1,497,335 1,881,860 476,333 - 4,644,746 3,778,808 Rollovers (Note A) 252,417 520,022 736,985 140,048 8,459 1,657,931 743,560 Investment income 2,742 357,364 564,408 1,699 62,266 988,479 673,147 Net appreciation (depreciation) in market value of investments 220,865 766,207 1,647,808 2,059,428 - 4,694,308 (351,060) ---------- ---------- ----------- ---------- -------- ----------- ----------- Total additions 1,377,968 3,351,238 5,127,550 2,811,865 70,725 12,739,346 5,457,611 Deductions: Benefit payments and withdrawals (200,547) (433,367) (398,137) (128,343) (26,786) (1,187,180) (832,267) ---------- ---------- ----------- ---------- -------- ----------- ----------- Total deductions (200,547) (433,367) (398,137) (128,343) (26,786) (1,187,180) (832,267) Net increase prior to interfund transfers 1,177,421 2,917,871 4,729,413 2,683,522 43,939 11,552,166 4,625,344 Interfund transfers (210,075) (35,331) 33,791 29,514 182,101 - - ---------- ---------- ----------- ---------- -------- ----------- ----------- Net increase 967,346 2,882,540 4,763,204 2,713,036 226,040 11,552,166 4,625,344 Net assets available for plan benefits at beginning of year 2,924,512 4,522,975 5,455,443 1,803,054 737,750 15,443,734 10,818,390 ---------- ---------- ----------- ---------- -------- ----------- ----------- Net assets available for plan benefits at end of year $3,891,858 $7,405,515 $10,218,647 $4,516,090 $963,790 $26,995,900 $15,443,734 ========== ========== =========== ========== ======== =========== ===========
The accompanying notes are an integral part of the financial statements. -17- 6 GENZYME CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS A. Plan Description: The following description of the Genzyme Corporation Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. General: The Plan, a defined contribution plan pursuant to the authorization of the Board of Directors of Genzyme Corporation ("Genzyme" or the "Company"), was established effective January 1, 1988 to provide a long-range program of systematic savings for eligible employees ("Participants"). Employees of all Genzyme's wholly-owned United States subsidiaries are eligible to participate in the Plan. As of December 31, 1995, all participating employers under the Plan were 100% owned by Genzyme therefore making the Plan a plan for a controlled group of corporations. Employees who are 21 years of age or older become eligible to participate on their first day of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The plan administrator (the "Plan Administrator") is the Retirement Savings Plan Committee of the Genzyme Corporation Retirement Savings Plan. Certain former employees have elected to retain their investments in the net assets of the Plan. As of December 31, 1995 and 1994, Plan assets of inactive participants totaled approximately $3,069,681 and $1,706,883, respectively. The increase is largely attributable to the change in the status of Genzyme Transgenics Corporation ("GTC") employees who, as of January 1, 1995, became participants in the plan of an acquired corporation and were therefore no longer eligible to contribute to the Plan. Effective April 1, 1995, Genzyme Tissue Repair ("GTR") employees previously participating in the 401(k) Plan of BioSurface Technology, Inc. ("BioSurface"), a company acquired by Genzyme in December 1994, became eligible to rollover their investments into the Plan and became participants in the Plan. Assets rolled over from BioSurface into the Plan and included in `Rollovers' on the Statement of Changes in Net Assets Available for the Plan Benefits amounted to $735,398 at April 7, 1995. As of December 31, 1995, Participants in the Genzyme Stock Fund, the Guaranteed Fund, the Balanced Equity Fund, and the Aggressive Equity Fund numbered 1,286, 1,268, 2,203 and 2,735, respectively. Investment Options: At December 31, 1995, Participants may direct contributions into any of four investment fund alternatives. The options are as follows: Contributions to the Genzyme Stock Fund may be invested in shares of Genzyme's General Division Common Stock ("General Division Stock") and Tissue Repair Division Common Stock ("TR Stock"). Amounts contributed to the Genzyme Stock Fund may be invested in other short-term investments pending the purchase of General Division Stock or TR Stock. At December 31, 1995, the Genzyme Stock Fund was invested solely in 71,020 shares of General Division Stock with a market value of $4,429,872 (See "Note F - Subsequent Events"). On December 16, 1994, the outstanding shares of Genzyme common stock were redesignated as General Division Stock on a share-for-share basis and a second class of common stock, designated as TR Stock, was distributed on the basis of .135 of one share of TR Stock for each share of Genzyme's previous common stock held by stockholders of record on December 16, 1994. As of December 31, 1994, the Genzyme Stock Fund held 55,029 and 7,429 shares of General Division Stock and TR Stock, respectively, with market values of $1,733,414 and $27,858, respectively. -18- 7 GENZYME CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS A. Plan Description (continued): Investment Options (continued): The Guaranteed Fund is invested in the American Express Trust Company Collective Investment Fund ("American Express Fund"), which is a mutual fund that invests principally in guaranteed investment contracts. The Guaranteed Fund was invested in 95,278 and 76,614 shares of the American Express Fund with market values of $3,798,662 and $2,863,066 at December 31, 1995 and 1994, respectively. The Balanced Equity Fund is invested in the Puritan Fund, a mutual fund managed by Fidelity Investments, holding both stocks and bonds. The investment objective emphasizes income and stability. The Balanced Equity Fund was invested in 426,472 and 297,529 shares of the Puritan Fund with market values of $7,254,378 and $4,406,406 at December 31, 1995 and 1994, respectively. The Aggressive Equity Fund is invested in the Magellan Fund, a mutual fund managed by Fidelity Investments, holding both stocks and bonds. The investment objective emphasizes long-term appreciation. The Aggressive Equity Fund was invested in 116,207 shares and 79,511 shares of the Magellan Fund with market values of $85.98 and $66.80 per share, or a total value of $9,991,497 and $5,311,344 at December 31, 1995 and 1994, respectively. As of May 17, 1996, the Magellan Fund closed at $75.45 per share, which would reduce the valuation of the 116,207 shares invested at December 31, 1995 by $1,223,660. Each of the above investments is greater than 5% of the Plan's net assets. Employee Contributions: The Plan is a defined contribution plan. Eligible employees may elect, through salary reduction agreements, to have up to 18.75% or a maximum of $9,240 of their compensation contributed on a pre-tax basis to the Plan each year on their behalf. A Participant's salary reduction contribution for a plan year may be further limited by the administration rules of the Internal Revenue Code (the "Code") if the Participant is considered to be a highly compensated employee within the meaning of the Code. Employer Contributions: Genzyme makes contributions to the Plan on behalf of a Participant for each quarter in an amount equal to at least 25% of the Participant's contribution through salary reductions in that quarter; however, employer matching contributions will not be made for contributions that exceed, in the aggregate, 5% of the Participant's annual compensation. Certain employees of one subsidiary are limited to 4% of annual compensation. Genzyme's contributions amounted to $753,882 and $613,156 for the years ended December 31, 1995 and 1994, respectively. Eligible Participants may invest their contributions in any fund or funds in increments determined at their own discretion. Employer contributions are invested as directed by the Participants. If a Participant does not provide direction with respect to the investment of the Participant's contribution, all contributions will automatically be invested in the Guaranteed Fund. -19- 8 GENZYME CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS A. Plan Description (continued): Vesting: Participants have a 100% non-forfeitable interest in both employee and employer contributions at all times. Upon termination of employment or total and permanent disability, a Participant, or a Participant's beneficiary in the case of the Participant's death, is entitled to receive the full amount in the Participant's account. Benefits: Distributions upon retirement at age 65 or later, or death, are either made in a lump-sum payment or installments. If the benefits are distributed in installments, the installments may not extend over a period of time longer than the life expectancy of the Participant or, if longer, the joint and last survivor life expectancy of the Participant and designated beneficiary. Distributions upon termination are made in lump-sum payments. Changes in allocation of future investments and reallocation of account balances among investment funds are permitted as of the last day of each quarter of the Plan year. Contributions may be withdrawn from the Plan only upon a demonstration of hardship, as defined, unless the Participant requesting such withdrawal has attained age 59 1/2. New employees with funds held under a previous employer's qualified plan are permitted to invest such funds into the Plan. These investments are classified as "rollovers." Loans: Participants may obtain a loan from the Plan collateralized by the Participant's vested interest in the Plan. No loan may exceed the lesser of one half of the vested interest of a Participant, or $50,000, and must be at least $1,000. A Participant may not obtain a loan unless the Plan Administrator approves the transaction. All loans bear interest determined by the Plan Administrator at the time of the loan. A written repayment schedule specifies the date and payment amount necessary to amortize the loan. Because the loan is secured by 401(k) deferrals, the interest is not deductible to the Participant. B. Summary of Significant Accounting Policies: Cash Equivalents: The Plan considers cash equivalents to be short-term, highly liquid investments, with initial maturities of less than three months. Investment Valuation and Income Recognition: Investments in the Genzyme Stock Fund, the Balanced Equity Fund, and the Aggressive Equity Fund are stated at market value, based on quoted market prices in an active market on the last business day of the plan year. The Guaranteed Fund's investments are stated at net asset value prices as reported by the American Express Trust Company Collective Investment Fund. The Loan Fund is valued at cost which approximates fair value. The Plan presents, in the statement of changes in net assets available for plan benefits, the net appreciation (depreciation) in the fair value of its investments that consists of the realized gains or losses and the unrealized -20- 9 GENZYME CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS B. Summary of Significant Accounting Policies (continued): Investment Valuation and Income Recognition (continued): appreciation (depreciation) on those investments. Security transactions are accounted for on the trade date. Gain or loss on sales of investments is based on average cost. Investment Income: Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned on the accrual basis. Contributions and Benefit Payments: Employee contributions and matching employer contributions are recorded in the period the payroll deductions are made. Benefits are recorded when paid. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reported period. Actual results could differ from those estimates. C. Administration Fees: Administration fees associated with the Plan are paid by Genzyme and were approximately $134,000 and $128,000 in 1995 and 1994, respectively. D. Qualification under the Internal Revenue Code: The Internal Revenue Service has determined and informed the Company by a letter dated May 25, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Code. The Plan has been amended since receiving the determination letter. The Plan administrator and the Plan's tax counsel believe, however, that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. E. Amendment or Termination: Genzyme intends to continue the Plan indefinitely but reserves the right to terminate it at any time or amend it in any manner advisable. No amendment may adversely affect the non-forfeitable interests of Participants in their accounts or permit the use or diversion of any part of the Plan other than for the exclusive benefit of the Participants or their beneficiaries (subject to Plan provisions permitting payment of fees and expenses). No merger, consolidation or transfer of assets or liabilities of the Plan may reduce any Participant's interest accrued to the date of the merger, consolidation or transfer. If Genzyme discontinues its contributions or if the Plan is fully or partially terminated, the affected Participants' rights to benefits will remain fully vested. -21- 10 GENZYME CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS F. Subsequent Events: Effective January 1, 1996, three new investment options were added to the Plan. These consist of two additional Fidelity mutual funds, an Investment Grade Bond Fund and a Low Priced Stock Fund and a Genzyme Tissue Repair ("GTR") Stock Fund. The Genzyme Stock Fund sold all its holdings in GTR during 1995 in anticipation of creating the GTR Stock Fund. The Plan held no shares of these new investment options at December 31, 1995. Accordingly, effective January 1, 1996, employees chose to reallocate their investments, which resulted in the following increases (decreases) to the preexisting funds: $(747,446) to the Guaranteed Fund; $(682,409) to the Balanced Equity Fund; $89,562 to the Aggressive Equity Fund; and $(288,282) to the Genzyme Stock Fund. The following amounts were allocated to the new investment options: $252,326 to the Investment Grade Bond Fund; $1,144,686 to the Low Priced Stock Fund; and $231,563 to the GTR Stock Fund. -22- 11 GENZYME CORPORATION RETIREMENT SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1995
Market Identity of Issue Description of Investment Shares Cost Value - ------------------------------- --------------------------------- ------- ---- ----------- American Express Trust Guaranteed Collective Income Fund 95,278 ** $ 3,798,662 Fidelity Puritan Conservative Equity Fund 426,472 7,254,378 Fidelity Magellan Fund Aggressive Equity Fund 116,207 9,991,497 *Genzyme General Division Stock Common Stock 71,020 4,429,872 Employee Loans Loans with interest rates between 6% and 9% maturing through June 2015 963,790 ----------- $26,438,199 ===========
* Denotes party-in-interest. ** Historical cost information not provided. -23- 12 GENZYME CORPORATION RETIREMENT SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1995 Series of transactions in excess of 5% of the current value of Plan assets at the beginning of the Plan year:
Current Value Number of Purchase Selling Cost of at Date of Gain Transactions Description of Assets Price Price Assets Transaction (Loss) in the Series - ---------------------------------------- ---------- --------- ------- ------------- ------ ------------- American Express Collective Income Fund $ 964,952 $250,221 ** $250,221 ** 25 Balanced Equity Fund 2,369,827 288,149 288,149 41 Aggressive Equity Fund 3,218,280 185,934 185,934 35 *Genzyme General Division Stock 881,964 272,790 272,790 27
* Denotes party-in-interest. ** Historical cost information not provided. -24- -----END PRIVACY-ENHANCED MESSAGE-----