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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B/A
Registration of Securities of
Certain Successor Issuers
Filed Pursuant to Section 12(b) or (g)
of The Securities Exchange Act of 1934
GENZYME CORPORATION
(Exact Name of Registrant as Specified in its Charter)
MASSACHUSETTS 06-1047163
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE
(FORMERLY COMMON STOCK, $0.01 PAR VALUE)
(Title of class)
GENERAL DIVISION COMMON STOCK PURCHASE RIGHTS
(FORMERLY PREFERRED STOCK PURCHASE RIGHTS)
(Title of class)
WARRANTS (DATED NOVEMBER 3 AND 10, 1989) TO PURCHASE COMMON STOCK
(Title of class)
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The Registration Statement on Form 8-B (the "Registration Statement")
filed by Genzyme Corporation (the "Company") on February 28, 1992 is hereby
amended by deleting Item 4 of the Registration Statement and replacing it with
the following:
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
(a) General Division Common Stock (formerly Common Stock)
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The description of the Company's shares of General Division Common
Stock under the captions "Description of General Stock and TR Stock,"
"Determinations by the Board," "Dividend Policy" and "Other Rights" on pages 43
and 48 of Amendment No. 3 of the Company's Registration Statement on Form S-4
(File No. 33-83346) is hereby incorporated by reference pursuant to the
instruction to this Item 4 and Rule 12b-23 of the Securities Exchange Act of
1934.
(b) General Division Common Stock Purchase Rights (formerly
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Preferred Stock Purchase Rights)
--------------------------------
The description of the Company's General Division Common Stock
Purchase Rights, contained in Item 1 of the Company's Form 8-A/A filed on
November 28, 1994, is hereby incorporated by reference pursuant to the
instruction to this Item 4 and Rule 12b-23 of the Securities Exchange Act of
1934.
(c) Warrants dated November 3 and November 10, 1989
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The description of the Company's warrants dated November 3 and
November 10, 1989 contained in Item 4(c) of the Company's original Registration
Statement on Form 8-B filed on February 28, 1992 is hereby incorporated by
reference pursuant to the instruction to this Item 4 and Rule 12b-23 of the
Securities Exchange Act of 1934.
ITEM 5. EXHIBITS TO THIS FORM 8-B/A:
Exhibit Number Description
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3.1 Form of Articles of Amendment to the Articles of
Organization as filed with the Secretary of State of
the Commonwealth of Massachusetts. Filed as Exhibit
3.2 to the Company's Registration Statement on Form
S-4 dated August 29, 1994 (File No. 33-83346) and
incorporated herein by reference.
3.2 Amended and Restated Rights Agreement, dated as of
October 13, 1994, between the Company and American
Stock Transfer and Trust Company. Filed as Exhibit 4
to the Company's Current Report on
Form 8-K filed on December 30, 1994 (File No.
0-14680) and incorporated herein by reference.
4.1 Specimen stock certificate representing shares of
General Division Common Stock. Filed as Exhibit 1.1
to the Company's Registration Statement on Form 8-A/A
filed on November 30, 1994 and incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
GENZYME CORPORATION
Date: March 30, 1995
By /s/ David J. McLachlan
----------------------
David J. McLachlan
Senior Vice President, Finance
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
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<S> <C> <C>
3.1 Form of Articles of Amendment to the Articles of Organization as filed *
with the Secretary of State of the Commonwealth of Massachusetts.
Filed as Exhibit 3.2 to the Company's Registration Statement on Form
S-4 dated August 29, 1994 (File No. 33-83346) and incorporated herein
by reference.
3.2 Amended and Restated Rights Agreement, dated as of October 13, 1994, *
between the Company and American Stock Transfer and Trust Company.
Filed as Exhibit 4 to the Company's Current Report on Form 8-K filed
on December 30, 1994 (File No. 0-14680) and incorporated herein by
reference.
4.1 Specimen stock certificate representing shares of General Division *
Common Stock. Filed as Exhibit 1.1 to the Company's Registration
Statement on Form 8-A/A filed on November 30, 1994 and incorporated
herein by reference.
</TABLE>
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