-----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, KRUBzdG1pu+oMeCJP6XytZouiiAHZq+elieMlBUBwZ6d/VqvReVma8pmWI8VVgFR //oadIqhwlahBKThCxEfCg== 0000950135-99-001503.txt : 19990326 0000950135-99-001503.hdr.sgml : 19990326 ACCESSION NUMBER: 0000950135-99-001503 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990325 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: 8-A12G SEC ACT: SEC FILE NUMBER: 000-14680 FILM NUMBER: 99572558 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 8-A12G 1 GENZYME CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GENZYME CORPORATION ------------------- (Exact name of Registrant as Specified in its Charter) MASSACHUSETTS 06-1047163 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) - ---------------------------------------- ------------------------------------ ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139 (Address of Principal Executive Offices) (Zip Code) -------------------------------------------- ------------------------
If this Form relates to the registration of a If this Form relate to the registration of a class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g) of the Exchange Act and is effective upon of the Exchange Act and is effective pursuant filing pursuant to General Instruction A.(c), to General Instruction A.(d), please check the please check the following box. [ ] following box. [X]
Securities Act registration statement file number to which this form relates: ---------------------- (If applicable) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ None None SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: GGD STOCK PURCHASE RIGHTS GTR STOCK PURCHASE RIGHTS GMO STOCK PURCHASE RIGHTS ----------------------------------------------------------------- (Title of Class) 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Pursuant to the Renewed Rights Agreement dated as of March 16, 1999 between Genzyme Corporation and American Stock Transfer & Trust Company, as Rights Agent, each outstanding share of Genzyme General Division Common Stock, Genzyme Tissue Repair Division Common Stock and Genzyme Molecular Oncology Division Common Stock also represents one preferred stock purchase right (a "GGD Stock Purchase Right," "GTR Stock Purchase Right" and "GMO Stock Purchase Right," respectively, and, collectively, the "Rights"). The description of the Rights is contained in the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on March 17, 1999, which is incorporated herein by reference. The Rights being registered hereby replace the preferred stock purchase rights that expire on March 28,1999 and which were registered on the Registrant's Registration Statement on Form 8-A filed with the Commission on June 18, 1997. ITEM 2. EXHIBITS. 1. Restated Articles of Organization of the Registrant. Filed as Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 18, 1997, and incorporated herein by reference. 2. Series Designation for the Series A, Series B and Series C Junior Participating Preferred Stock of the Registrant. Filed as Exhibit 3 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 18, 1997, and incorporated herein by reference. 3. By-Laws of the Registrant. Filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated December 31, 1991 (File No. 0-14680), and incorporated herein by reference. 4. Renewed Rights Agreement dated as of March 28, 1999 between the Registrant and American Stock Transfer & Trust Company. Filed as Exhibit 4 to the Registrant's Current Report on Form 8-K filed with the Commission on March 17, 1999, 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 25, 1999 By: /s/ Peter Wirth ---------------------------------- Name: Peter Wirth Title: Executive Vice President 3 4 EXHIBIT NO. DESCRIPTION - ----------- ----------- 1. Restated Articles of Organization of the Registrant. Filed as Exhibit 1 to the Registrants Registration Statement on Form 8-A filed with the Commission on June 18, 1997, and incorporated herein by reference. 2. Series Designation for the Series A, Series B and Series C Junior Participating Preferred Stock of the Registrant. Filed as Exhibit 3 to the Registrants Registration Statement on Form 8-A filed with the Commission on June 18, 1997, and incorporated herein by reference. 3. By-Laws of the Registrant. Filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated December 31, 1991 (File No. 0-14680), and incorporated herein by reference. 4. Renewed Rights Agreement dated as of March 28, 1999 between the Registrant and American Stock Transfer & Trust Company. Filed as Exhibit 4 to the Registrant's Current Report on Form 8-K filed with the Commission on March 17, 1999, and incorporated herein by reference. 4 -----END PRIVACY-ENHANCED MESSAGE-----