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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):
September 11, 2000
GELTEX PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware 0-26872 04-3136767
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of Incorporation)
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153 SECOND AVENUE,
WALTHAM, MASSACHUSETTS 02451
(Address of principal executive office and zip code)
Registrant's telephone number, including area code:
(781) 290-5888
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ITEM 5. OTHER EVENTS.
On September 11, 2000, the Registrant and Genzyme Corporation ("Genzyme")
publicly disseminated a press release announcing that they had entered into an
Agreement and Plan of Merger, dated as of September 11, 2000 (the "Merger
Agreement"), which sets forth the terms and conditions of the proposed merger
(the "Merger") pursuant to which the Registrant will become a wholly owned
subsidiary of Genzyme.
Under the terms of the Merger Agreement, each outstanding share of GelTex Common
Stock, $0.01 par value per share, will be converted, at the option of the
holder, into either (i) $47.50 in cash or (ii) 0.7272 (the "Exchange Ratio") of
a share of Genzyme General Common Stock, $0.01 par value per share (the "Merger
Consideration"). Under the Merger Agreement, 50% of the shares of GelTex Common
Stock outstanding at the effective time of the Merger will be exchanged for
Genzyme General Common Stock. The cash to be issued in the Merger is subject to
proration to maintain the cash portion of the Merger Consideration at 50% in
order to preserve the status of the Merger as a reorganization under the
Internal Revenue Code. In addition, each option and warrant to purchase GelTex
Common Stock outstanding will be converted into an option to purchase the number
of shares of Genzyme General Common Stock equal to the number of shares of
GelTex Common Stock subject to such option or warrant multiplied by the Exchange
Ratio, and the associated exercise price will be adjusted accordingly.
Consummation of the Merger is subject to the adoption of the Agreement and Plan
of Merger by the GelTex stockholders, the receipt of regulatory approvals and
certain other customary closing conditions.
A copy of the Merger Agreement is included herein as Exhibit 2.1. The Merger
Agreement is incorporated by reference into this Item 5 and the foregoing
description of such document is qualified in its entirety by reference to this
exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of September 11, 2000.
SIGNATURES
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 thereunto duly authorized.
GELTEX PHARMACEUTICALS, INC.
By: /s/ Mark Skaletsky
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Mark Skaletsky
President and Chief Executive
Officer
Date: September 14, 2000
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
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2.1 Agreement and Plan of Merger, dated as of
September 11, 2000. Pursuant to Item 601(b)(2)
of Regulation S-K, disclosure schedules to this
Agreement, as identified within the text of the
Agreement, have been omitted. The Registrant
hereby undertakes to furnish supplementally
a copy of such schedules to the Commission
upon request.
