-----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, NQ6FzAhBbitLTQPMnlKzB3I6IRB1JjXOQaGugMHMiR8oFV9KVdn3y16G48naaZdV ZitbTMNHf5nZxI3Ou69Z+w== 0000950135-99-003239.txt : 19990623 0000950135-99-003239.hdr.sgml : 19990623 ACCESSION NUMBER: 0000950135-99-003239 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990622 EFFECTIVENESS DATE: 19990622 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: 333-81275 FILM NUMBER: 99650148 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 June 22, 1999 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 of incorporation) (I.R.S. Employer Identification No.)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139 (Address of Principal Executive Offices) ------------------------ 1997 EQUITY INCENTIVE 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: PAUL M. KINSELLA, 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 securities Amount to be offering price per aggregate offering Amount of to be registered registered share price registration fee - --------------------------------- -------------- -------------------- -------------------- ------------------ Genzyme General Division Common 700,000 shares $44.72(1) $31,304,000 $8,702.51 Stock, $0.01 par value - --------------------------------- -------------- -------------------- -------------------- ------------------
(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h)(1) and based upon the average of the high and low sale prices on June 15, 1999 for the GENZ Stock 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 December 16, 1997 (File No. 333-42371) relating to the registration of 4,000,000 shares of Genzyme General Division Common Stock, $.01 par value (the "GENZ Stock"), 2,000,000 shares of Genzyme Tissue Repair Division Common Stock, $.01 par value, and 2,000,000 shares of Genzyme Molecular Oncology Division Common Stock, $.01 par value, authorized for issuance under the Company's 1997 Equity Incentive Plan is incorporated by reference in its entirety in this Registration Statement. This Registration Statement provides for the registration of an additional 700,000 shares of GENZ Stock authorized for issuance under the Company's 1997 Equity Incentive Plan by the Company's Board of Directors on March 24, 1999. ITEM 8 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 22nd day of June, 1999. GENZYME CORPORATION By: /s/ Michael S. Wyzga --------------------------------------------------- Michael S. Wyzga Senior Vice President and Chief Financial Officer POWER OF ATTORNEY We, the undersigned officers and directors of Genzyme Corporation, hereby severally constitute and appoint Henri A. Termeer, Michael S. Wyzga, 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 Principal Executive June 22, 1999 - ---------------------------------- Officer and Director Henri A. Termeer /s/ Michael S. Wyzga Principal Financial and June 22, 1999 - ---------------------------------- Accounting Officer Michael S. Wyzga /s/ Constantine E. Anagnostopoulos Director June 22, 1999 - ---------------------------------- Constantine E. Anagnostopoulos /s/ Douglas A. Berthiaume Director June 22, 1999 - ---------------------------------- Douglas A. Berthiaume /s/ Henry E. Blair Director June 22, 1999 - ---------------------------------- Henry E. Blair /s/ Robert J. Carpenter Director June 22, 1999 - ---------------------------------- Robert J. Carpenter /s/ Charles L. Cooney Director June 22, 1999 - ---------------------------------- Charles L. Cooney /s/ Henry R. Lewis Director June 22, 1999 - ---------------------------------- 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 L.L.P., independent accountants. 23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5). EX-5 2 OPINION OF PALMER & DODGE LLP 1 Exhibit 5 PALMER & DODGE LLP One Beacon Street Boston, Massachusetts 02018 Telephone: (617) 573-0100 Facsimile: (617) 227-4420 June 21, 1999 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 700,000 shares of Genzyme General Division Common Stock, $0.01 par value (the "Shares"), offered pursuant to the provisions of the Company's 1997 Equity Incentive 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. Very truly yours, /s/ PALMER & DODGE LLP EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Genzyme Corporation for its 1997 Equity Incentive Plan of our reports dated February 23, 1999 related to the financial statements and financial statement schedules of Genzyme Corporation, Genzyme General Division, Genzyme Tissue Repair Division and Genzyme Molecular Oncology Division, which appear in Genzyme Corporation's 1998 Annual Report on Form 10-K. We also hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Genzyme Corporation for its 1997 Equity Incentive Plan of our report dated June 9, 1999 related to the financial statements and financial statement schedule of Genzyme Surgical Products Division, which appears in Genzyme Corporation's Current Report on Form 8-K dated June 11, 1999. /s/ PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts June 21, 1999 -----END PRIVACY-ENHANCED MESSAGE-----