-----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, U5p+lFh0pTfRAnMHrsdz2tuirQBl7DMSkVej9ajQEVHBibPGMB/q97f882Rhe+b0 LRXojV1s4a3SMzBGrjnpoA== 0001047469-03-039182.txt : 20031203 0001047469-03-039182.hdr.sgml : 20031203 20031203165448 ACCESSION NUMBER: 0001047469-03-039182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031203 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031203 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-90510 FILM NUMBER: 031035711 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-K 1 a2124036z8-k.htm FORM 8-K
QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2003


GENZYME CORPORATION
(Exact name of registrant as specified in its charter)

Massachusetts
(State or other jurisdiction
of incorporation or organization)
  06-1047163
(I.R.S. Employer
Identification No.)


500 Kendall St., Cambridge, Massachusetts
(Address of principal executive offices)

 

02142
(zip code)

(617) 252-7500
(Registrant's telephone number, including area code)





Item 7. Financial Statements, Pro Forma Financial Information And Exhibits.

(c)
Exhibits:

99   Press Release of Genzyme Corporation dated December 3, 2003.


Item 9. Regulation FD Disclosure

        On December 3, 2003, Genzyme Corporation issued a press release announcing its intention to issue convertible notes. A copy of the press release is attached to this Form 8-K as Exhibit 99.



SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    GENZYME CORPORATION

 

 

By:

/s/  
MICHAEL S. WYZGA      
Michael S. Wyzga
Executive Vice President, Finance,
Chief Financial Officer, and
Chief Accounting Officer

DATE: December 3, 2003

 

 

 


EXHIBIT INDEX

EXHIBIT
NO.

  DESCRIPTION

99   Press Release of Genzyme Corporation dated December 3, 2003



QuickLinks

SIGNATURE
EXHIBIT INDEX
EX-99 3 a2124036zex-99.htm EXHIBIT 99
QuickLinks -- Click here to rapidly navigate through this document
For Immediate Release   Media Contact:   Investor Contact:
December 3, 2003   Dan Quinn
(617) 768-6849
  Sally Curley
(617) 768-6140


Genzyme Announces Proposed Offer of Convertible Senior Notes

        CAMBRIDGE, Mass.—Genzyme Corporation (Nasdaq: GENZ) today announced that it plans to issue approximately $600 million of convertible senior notes. The notes will be convertible into Genzyme Corporation common stock.

        Genzyme expects to use these proceeds to pay off amounts outstanding under its credit facility, to redeem outstanding three percent debentures and for general corporate purposes. Genzyme currently has approximately $300 million outstanding under its credit facility. The company has $575 million in outstanding three percent convertible debentures, which are first redeemable on May 20, 2004.

        The notes, and the common stock issuable upon conversion of the notes, have not been registered under the Securities Act of 1933, as amended, or securities laws of any state or other jurisdiction, and may not be offered or sold in the United States, absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

        This press release contains forward-looking statements concerning Genzyme's plan to issue convertible notes and potential uses of the proceeds from the offering, if completed. Genzyme may not be successful in issuing the notes due to market conditions or otherwise and, if the offering is completed, may not use the net proceeds for some of the potential purposes described above. These statements speak only as of the date of this press release, and Genzyme undertakes no obligation to update or revise the statements.

# # #





QuickLinks

Genzyme Announces Proposed Offer of Convertible Senior Notes
-----END PRIVACY-ENHANCED MESSAGE-----