-----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, UsnQTVZVeZslhbHJHyR7o9P+GGqwN0vdWrcYtgQCJRbz89JjY0N3zkAdEiysr8Qq +mApK+xJc+sDA4qCT0UnXA== 0001104659-10-035181.txt : 20100623 0001104659-10-035181.hdr.sgml : 20100623 20100623162142 ACCESSION NUMBER: 0001104659-10-035181 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100617 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20100623 DATE AS OF CHANGE: 20100623 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: 10912830 BUSINESS ADDRESS: STREET 1: 500 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6172527500 MAIL ADDRESS: STREET 1: 500 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 8-K 1 a10-12360_28k.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):

June 17, 2010

 

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 1.01                                             Entry into a Material Definitive Agreement.

 

On June 17, 2010, Genzyme Corporation (“Genzyme”) entered into a master confirmation agreement and a supplemental confirmation agreement (collectively, the “Agreement”) with Goldman, Sachs & Co. to effect an accelerated repurchase of $1 billion of Genzyme’s common stock.  The shares are being repurchased as part of Genzyme’s $2 billion share repurchase plan that it announced in May 2010.

 

Pursuant to the Agreement, Genzyme paid $1 billion (the “Up Front Payment”) to Goldman, Sachs & Co. on June 22, 2010 and received approximately 15.5 million shares of its common stock (the “Initial Shares”), currently estimated to be approximately 80% of the total shares to be repurchased under the Agreement (based on Genzyme’s closing share price of $51.43 on June 17, 2010).  Genzyme intends to apply the net proceeds from its recently completed debt offering to the Up Front Payment.

 

The total number of shares ultimately repurchased under the Agreement will be determined upon final settlement. Genzyme will either receive a settlement amount of additional shares of its common stock or, under certain circumstances, be required to remit a settlement amount, payable, at Genzyme’s option, in cash or common stock. Genzyme’s effective per share repurchase price under the Agreement will be based generally on the volume-weighted average share price of its common stock, less a discount, during a period of up to four months (the “Average Share Price”) and the settlement amount will be equivalent to the Up Front Payment divided by the Average Share Price, minus the number of Initial Shares.

 

The Agreement is subject to terms customary for similar agreements of this type, including but not limited to providing for the effect of extraordinary corporate transactions and setting forth circumstances under which the Agreement may be accelerated, terminated or unwound early.

 

Genzyme worked with Goldman, Sachs & Co. and an affiliate of Credit Suisse Securities (USA) LLC in structuring the accelerated stock repurchase program.  Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, or their respective affiliates, have provided certain commercial banking, financial advisory and investment banking services to Genzyme including serving as Joint Bookrunners in Genzyme’s recently completed debt offering and currently advising Genzyme in connection with its previously announced exploration of strategic alternatives for its genetic testing and diagnostic products business units.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosures set forth in Item 1.01 above are hereby incorporated by reference into this Item 2.03.

 

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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: June 23, 2010

By:

/s/ Michael S. Wyzga

 

 

Michael S. Wyzga

 

 

Executive Vice President, Finance and Chief
Financial Officer

 

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