-----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, KX4CytjOW9SfD0aC5hWCEpCb4NxbKxEpmzwzOE2eB3x0YDFukQMGJiUDJaiDb7RH F1SHrScYfNxrVyp63W2/EQ== 0001104659-05-000898.txt : 20050110 0001104659-05-000898.hdr.sgml : 20050110 20050110101229 ACCESSION NUMBER: 0001104659-05-000898 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050106 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20050110 DATE AS OF CHANGE: 20050110 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: 000-14680 FILM NUMBER: 05519766 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 a05-1264_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D. C. 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):

January 6, 2005

 

GENZYME CORPORATION

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

0-14680

 

06-1047163

(State or other jurisdiction of
incorporation or organization)

 

(Commission file number)

 

(IRS employer identification
number)

 

500 Kendall Street, Cambridge, Massachusetts  02142

(Address of Principal Executive Offices)  (Zip Code)

 

Registrant’s telephone number, including area code:

(617) 252-7500

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 2.01   Completion of Acquisition or Disposition of Assets.

 

As reported in our Current Report on Form 8-K filed November 4, 2004, on November 3, 2004, Genzyme Corporation and Wyeth entered into an arrangement under which Genzyme agreed to buy back from Wyeth the sales and marketing rights to Synvisc® (hylan G-F 20) in the United States, as well as Germany, Poland, Greece, Portugal and the Czech Republic.  This transaction was completed on January 6, 2004.  As part of the closing, Genzyme paid Wyeth $99 million in cash for the Synvisc sales and marketing rights, and re-purchased Wyeth’s remaining Synvisc inventory for a total of $1.3 million.  Genzyme will make an additional $22 million payment to Wyeth upon satisfactory completion of a 45 day transition period after closing.  Genzyme is also obligated to make contingent payments to Wyeth that, depending on the level of Synvisc sales in the covered territories, could reach a maximum of $293.7 million in cash.

 

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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

 

 

 

 

Dated: January 10, 2005

By:

/s/ Michael S. Wyzga

 

 

 

Michael S. Wyzga

 

 

Executive Vice President, Finance;

 

 

Chief Financial Officer; and
Chief Accounting Officer

 

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