-----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, D8QHdjYKvTQ4waZBLRuVW1ZjDvcVARLZNlYDwinPdd3D79tAkCYARxnblVfM1ABE Pf6GVN1u1MYSrtR/1RwXWQ== 0001104659-05-030864.txt : 20050701 0001104659-05-030864.hdr.sgml : 20050701 20050701084049 ACCESSION NUMBER: 0001104659-05-030864 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050701 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 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: 05930288 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 a05-11734_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): July 1, 2005

 

GENZYME CORPORATION

(Exact name of registrant as specified in its charter)

 

MASSACHUSETTS

 

0-14680

 

06-1047163

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

500 KENDALL STREET, CAMBRIDGE, MA

 

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:

 

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 8.01.              Completion of Acquisition or Disposition of Assets.

 

On July 1, 2005 (the “Effective Date”), Genzyme Corporation, a Massachusetts corporation (“Genzyme”), completed the acquisition of Bone Care International, Inc., a Wisconsin corporation (“Bone Care”), pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), dated May 4, 2005, among Genzyme, Macbeth Corporation, a newly-formed Wisconsin corporation and a direct wholly-owned subsidiary of Genzyme (“Macbeth”), and Bone Care.  On the Effective Date, Macbeth merged with and into Bone Care (the “Merger”), with Bone Care continuing as the surviving corporation.  The assets involved are used in the business of discovering, developing and commercializing innovative therapeutic products, primarily in nephrology, with a line of products indicated for the treatment of secondary hyperparathyroidism in patients undergoing kidney dialysis.

 

Pursuant to the Merger Agreement and as a result of the Merger, each share of Bone Share common stock outstanding at the Effective Time of the Merger was converted into the right to receive $33.00 in cash, without interest.

 

A copy of the Merger Agreement is attached as Exhibit 2.1 to Genzyme’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2005, and is incorporated herein by reference.  The foregoing discussion is qualified in its entirety by reference to such document.

 

(c)   Exhibits:

 

Exhibit 2.1

 

Agreement and Plan of Merger, dated as of May 4, 2005, by and among Genzyme Corporation, Macbeth Corporation, and Bone Care International, Inc. (incorporated herein by reference to Exhibit 2.1 to Genzyme’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2005).

 

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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: July 1, 2005

 

By:

 

/s/ Michael S. Wyzga

 

 

 

 

 

 

 

 

 

 

Michael S. Wyzga

 

 

 

 

Executive Vice President, Finance;

 

 

 

 

Chief Financial Officer; and

 

 

 

 

Chief Accounting Officer

 

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