<PAGE> 1
As filed with the Securities and Exchange Commission on June 21, 1995
REGISTRATION NO. 33- __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MASSACHUSETTS 06-1047163
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139 (617) 252-7500
(Address and telephone number of registrant's principal executive offices)
__________________
1990 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
HENRI A. TERMEER, PRESIDENT
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
(617) 252-7500
(Name, address and telephone number of agent for service)
with copies to:
MAUREEN MANNING, ESQUIRE
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0304
__________________
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
<CAPTION>
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price aggregate offering registration
per share(1) price(1) fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Tissue Repair Division Common 400,000 shares(2) $5.375 $2,150,000 $741.38
Stock, $0.01 par value
- --------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) based upon the
average of the high and low sale prices on June 15, 1995 as reported by the Nasdaq National Market System.
(2) This Registration Statement registers an additional 400,000 shares of Tissue Repair Division Common Stock ("TR Stock")
under the 1990 Employee Stock Purchase Plan. An aggregate of 200,000 shares of TR Stock and 750,000 shares of General
Division Common Stock ("General Stock", formerly Common Stock) have previously been registered under such plan (SEC File
Nos. 33-22464, 33-29440, 33-51416, 33-58353, 33-58355 and 33-68186). Pursuant to Rule 416 under the Securities Act of
1933, the above listed registration statements also cover shares of TR Stock issuable under such plan to the holders of
General Division Common Stock Purchase Rights as a result of anti-dilution adjustments made in connection with the dividend
on December 23, 1994 of TR Stock to all holders of record of General Stock on December 16, 1994.
</TABLE>
================================================================================
<PAGE> 2
Statement Regarding Incorporation By Reference From Effective
Registration Statement.
-------------------------------------------------------------
Pursuant to Instruction E to Form S-8, the contents of Items 3-7 and 9
of the Registrant's Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on March 31, 1995 (File No. 33-58355) are incorporated
by reference in this Registration Statement. For Item 8 see Exhibit Index
immediately following signature pages.
- 2 -
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this
19th day of June, 1995.
GENZYME CORPORATION
By /s/ Henri A. Termeer
---------------------------
Henri A. Termeer, President
<TABLE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Genzyme Corporation,
hereby severally constitute and appoint Henri A. Termeer, David J. McLachlan,
Mark A. Hofer, Evan M. Lebson and Peter Wirth, and each of them singly, our true
and lawful attorneys-in-fact, with full power to them in any and all capacities,
to sign any and all amendments to this Registration Statement on Form S-8
(including any post-effective amendments thereto), and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henri A. Termeer Director and Principal June 19, 1995
- ---------------------------------- Executive Officer
/s/ David J. McLachlan Principal Financial and June 19, 1995
- ---------------------------------- Accounting Officer
/s/ Constantine E. Anagnostopoulos Director June 19, 1995
- ----------------------------------
/s/ Douglas A. Berthiaume Director June 19, 1995
- ----------------------------------
/s/ Henry E. Blair Director June 19, 1995
- ----------------------------------
/s/ Robert J. Carpenter Director June 19, 1995
- ----------------------------------
/s/ Charles L. Cooney Director June 19, 1995
- ----------------------------------
/s/ Henry R. Lewis Director June 19, 1995
- ----------------------------------
</TABLE>
- 3 -
<PAGE> 4
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
<S> <C> <C>
4.1 Articles of Organization of Genzyme Corporation. Filed as *
Exhibit 3.1 to Genzyme Corporation's Form 10-K dated for
the year ended December 31, 1994 (File No. 0-14680) and
incorporated herein by reference.
4.2 By-laws of Genzyme Corporation. Filed as Exhibit 3.2 to *
Genzyme Corporation's Form 8-K dated December 31, 1991
(File No. 0-14680) and incorporated herein by reference.
4.3 Amended and Restated Rights Agreement, dated as of October *
13, 1994 between Genzyme Corporation and American Stock
Transfer and Trust Company. Filed as Exhibit 4 to the
Genzyme Corporation's Current Report on Form 8-K filed on
December 30, 1994 (File No. 0-14680) and incorporated
herein by reference.
5.1 Opinion of Palmer & Dodge as to the legality of the 5
securities registered hereunder.
23.1 Consent of Coopers & Lybrand L.L.P., independent 6
accountants.
23.2 Consent of Palmer & Dodge (contained in Opinion of Palmer *
& Dodge filed as Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page *
hereto).
24.2 Certified copy of Board of Directors' resolution 7
authorizing Power of Attorney.
99.1 Genzyme Corporation 1990 Employee Stock Purchase Plan, as 8
amended through May 18, 1995.
</TABLE>
- 4 -
<PAGE> 1
Exhibit 5.1
PALMER & DODGE
One Beacon Street
Boston, Massachusetts 02018
Telephone: (617) 573-0100 Facsimile: (617) 22704420
June 19, 1995
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
Dear Sirs:
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Genzyme
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), on or
about the date hereof. The Registration Statement relates to 400,000 shares
(the "Shares") of the Company's Tissue Repair Division Common Stock, $0.01 par
value, offered pursuant to the provisions of the Company's 1990 Employee Stock
Purchase Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization of the issuance and sale of the
Shares. We have examined all such documents as we consider necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan, the Shares will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under Item 5 thereof.
Very truly yours,
/s/ Palmer & Dodge
- 5 -
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement on
Form S-8 of Genzyme Corporation for its 1990 Employee Stock Purchase Plan of our
reports dated March 1, 1995 on our audits of the consolidated financial
statements and financial statement schedule of Genzyme Corporation, the
combined financial statements of Genzyme General Division and the combined
financial statements of Genzyme Tissue Repair Division all as of December 31,
1993 and 1994 and for each of the three years in the period ended December 31,
1994, which reports are included in Genzyme Corporation's 1994 Annual Report on
Form 10-K.
/s/ Coopers & Lybrand L.L.P.
-----------------------------
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 19, 1995
- 6 -
<PAGE> 1
Exhibit 24.2
GENZYME CORPORATION
-------------------
CERTIFICATE OF CLERK
--------------------
I, Peter Wirth, being the duly elected and acting Clerk of Genzyme
Corporation (the "Company"), a Massachusetts corporation, hereby certify that
the following is a true, correct and complete copy of resolutions of the Board
of Directors of the Company duly adopted by unanimous written consent dated June
19, 1995; and that said resolutions have not been amended or rescinded and are
now in full force and effect.
VOTED: That the President, the Senior Vice President, Finance, the
Senior Vice President and General Counsel and the Treasurer of
the Company, each acting singly, are hereby authorized in the
name and on behalf of the Company to (1) execute and file
with the United States Securities and Exchange Commission (the
"Commission") registration statements on Form S-8 (the
"Registration Statements") relating to the registration under
the Securities Act of 1933, as amended (the "Act"), of
1,100,000 additional shares of General Division Common Stock
under the Company's 1990 Equity Incentive Plan; (2) 400,000
additional shares of Tissue Repair Division Common Stock under
the Company's 1990 Employee Stock Purchase Plan, such
Registration Statements and any amendments thereto to be in
such form as may be approved by the officer executing the same,
his execution and filing thereof to be conclusive evidence of
this approval; and (3) take any and all other action as they or
any of them may deem necessary or advisable to effect such
registration.
VOTED: That any officer of the Company executing, on behalf of the
Company or in any other capacity, the Registration Statements
and any and all amendments to such Registration Statements and
other documents to be filed with the Commission in connection
therewith is hereby authorized to execute the same through or
by Henri A. Termeer, David J. McLachlan, Mark A. Hofer, Evan M.
Lebson or Peter Wirth, as attorney-in-fact, pursuant to a power
of attorney reflecting such authorization.
WITNESS my signature and the seal of the Company affixed this 19th day
of June, 1995.
[CORPORATE SEAL]
/s/ Peter Wirth
Peter Wirth, Clerk
- 7 -
<PAGE> 1
Exhibit 99.1
Adopted by directors on March 15, 1990
Approved by shareholders on May 17, 1990
Amended by directors on August 9, 1990
Amended by directors on March 17, 1992
Approved by shareholders on May 21, 1992
Amended by directors on March 17, 1993
Approved by shareholders on May 21, 1993
Amended and restated by directors on August 25, 1994
Approved by shareholders on December 12, 1994
Amended by directors on April 12, 1995
Approved by shareholders on May 18, 1995
GENZYME CORPORATION
1990 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
The purpose of this 1990 Employee Stock Purchase Plan (the "Plan") is to
provide employees of Genzyme Corporation (the "Company") and its subsidiaries
who wish to become shareholders of the Company an opportunity to purchase
General Division Common Stock ("General Stock") and Tissue Repair Division
Common Stock ("TR Stock") of the Company (the "Shares"). The Plan is intended
to qualify as an "employee stock purchase plan" within the meaning of Section
423 of the Internal Revenue Code of 1986, as amended (the "Code").
The Plan constitutes an amendment and restatement of the Company's 1988
Employee Stock Purchase Plan (the "1988 Plan"), which is hereby merged with and
into the Plan, and the separate existence of the 1988 Plan shall terminate on
the effective date of the Plan. The rights and privileges of the holders of
outstanding options or rights under the 1988 Plan shall not be adversely
affected by the foregoing action.
2. Eligible Employees.
Subject to the provisions of Sections 7, 8 and 9 below, any individual
who is in the full-time employment (as defined below) of the Company, or any of
its subsidiaries (as defined in Section 425(f) of the Code), the employees of
which are designated by the Board of Directors as eligible to participate in the
Plan, is eligible to participate in any Offering of Shares (as defined in
Section 3 below) made by the Company hereunder. Full-time employment shall
include all employees whose customary employment is:
(a) 20 hours or more per week and
(b) more than five months
in the calendar year during which said Offering Date (as defined in Section 3
below) occurs or in the calendar year immediately preceding such year.
3. Offering Dates.
From time to time, the Company, by action of the Board of Directors,
will grant rights to purchase shares of General Stock and/or TR Stock to
employees eligible to participate in the Plan pursuant to one or more offerings
(each of which is an "Offering") on a date or series of dates (each of which is
an "Offering Date") designated for this purpose by the Board of Directors. The
Board or any Administrator designated pursuant to Section 17 shall
- 8 -
<PAGE> 2
determine the proportion of General Stock and TR Stock that may be purchased in
any Offering by participating employees.
4. Prices.
The price per share for each grant of rights hereunder shall be the
lesser of:
(a) eighty-five percent (85%) of the fair market value of a share of
General Stock or TR Stock, as the case may be, on the Offering Date on which
such right was granted; or
(b) eighty-five percent (85%) of the fair market value of a share of
General Stock or TR Stock, as the case may be, on the date such right is
exercised. At its discretion, the Board of Directors may determine a higher
price for a grant of rights.
5. Exercise of Rights and Method of Payment.
(a) Rights granted under the Plan will be exercisable periodically
on specified dates as determined by the Board of Directors.
(b) The method of payment for Shares purchased upon exercise of
rights granted shall be through regular payroll deductions or by lump sum cash
payment or both, as determined by the Board of Directors. No interest shall be
paid upon payroll deductions unless specifically provided for by the Board of
Directors.
(c) Any payments received by the Company from a participating
employee and not utilized for the purchase of Shares upon exercise of a right
granted hereunder shall be promptly returned to such employee by the Company
after termination of the right to which the payment relates.
6. Term of Rights.
The total period from an Offering Date to the last date on which rights
granted on that Offering Date are exercisable (the "Offering Period") shall in
no event be longer than twenty-seven (27) months. The Board of Directors when
it authorizes an Offering may designate one or more exercise periods during the
Offering Period. Rights granted on an Offering Date shall be exercisable in
full on the Offering Date or in such proportion on the last day of each exercise
period as the Board of Directors determines.
7. Shares Subject to the Plan.
No more than Seven Hundred Fifty Thousand (750,000) shares of General
Stock and Six Hundred Thousand (600,000) shares of TR Stock may be sold pursuant
to rights granted under the Plan (including shares heretofore issued pursuant to
or subject to outstanding options or rights granted under the 1988 Plan).
Appropriate adjustments in the above amounts, in the number of Shares covered by
outstanding rights granted hereunder, in the exercise price of the rights and in
the maximum number of Shares which an employee may purchase (pursuant to Section
9 below) shall be made to give effect to any mergers, consolidations,
reorganizations, recapitalizations, stock splits, stock dividends or other
relevant changes in the capitalization of the Company occurring after the
effective date of the Plan, provided that no fractional Shares shall be subject
to a right and each right shall be adjusted downward to the nearest full Share.
Any agreement of merger or consolidation shall include provisions for protection
of the then existing rights of participating employees under the Plan. Either
authorized and unissued Shares or issued Shares heretofore or hereafter
reacquired by the Company may be subject to rights under the Plan. If for any
reason any right under the Plan terminates in whole or in part, Shares subject
to such terminated right may be subject to a right under the Plan.
8. Limitations on Grants.
- 9 -
<PAGE> 3
(a) No employee shall be granted a right hereunder if such employee,
immediately after the right is granted would own stock or rights to purchase
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company, or of any subsidiary, computed in
accordance with Section 423(b)(3) of the Code.
(b) No employee shall be granted a right which permits his rights to
purchase shares under all employee stock purchase plans of the Company and its
subsidiaries to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) (or such other maximum as may be prescribed from time to time by the
Code) of the fair market value of such Shares (determined at the time such right
is granted) for each calendar year in which such right is outstanding at any
time in accordance with the provisions of Section 423(b)(8) of the Code.
(c) No right granted to any participating employee under an
Offering, when aggregated with rights granted under any other Offering still
exercisable by the participating employee, shall cover more shares than may be
purchased at an exercise price not to exceed fifteen percent (15%) of the
employee's annual rate of compensation on the date the employee elects to
participate in the Offering or such lesser percentage as the Board of Directors
may determine.
9. Limit on Participation.
Participation in an Offering shall be limited to eligible employees who
elect to participate in such Offering in the manner, and within the time
limitations, established by the Board of Directors when it authorizes the
Offering.
10. Cancellation of Election to Participate.
An employee who has elected to participate in an Offering may cancel
such election as to all (but not part) of the unexercised rights granted under
such Offering by giving written notice of such cancellation to the Company
before the expiration of any exercise period. Any amounts paid by the employee
for the Shares or withheld for the purchase of Shares from the employee's
compensation through payroll deductions shall be paid to the employee, without
interest unless otherwise determined by the Board of Directors, upon such
cancellation.
11. Termination of Employment.
Upon the termination of employment for any reason, including the death
of the employee, before the date on which any rights granted under the Plan are
exercisable, all such rights shall immediately terminate and amounts paid by the
employee for the Shares or withheld for the purchase of Shares from the
employee's compensation through payroll deductions shall be paid to the employee
or to the employee's estate, without interest unless otherwise determined by the
Board of Directors.
12. Employee's Rights as Shareholder.
No participating employee shall have any rights as a shareholder in the
Shares covered by a right granted hereunder until such right has been exercised,
full payment has been made for the corresponding Share and the Share certificate
is actually issued.
13. Rights Not Transferable.
Rights under the Plan are not assignable or transferable by a
participating employee and are exercisable only by the employee.
14. Amendments to or Discontinuation of the Plan.
The Board of Directors of the Company shall have the right to amend,
modify or terminate the Plan at any time without notice; provided, however, that
the then existing rights of all participating employees shall not be adversely
affected thereby, and provided further that, subject to the provisions of
Section 7 above, no such
- 10 -
<PAGE> 4
amendment to the Plan shall, without the approval of the shareholders of the
Company, increase the total number of shares of General Stock or TR Stock which
may be offered under the Plan.
15. Effective Date and Approvals.
Subject to the approval of the shareholders of the Company, this Plan
shall be effective on March 15, 1990, the date it was adopted by the Board of
Directors.
The Company's obligation to offer, sell and deliver its Shares under the
Plan is subject to (i) the approval of any governmental authority required in
connection with the authorization, issuance or sale of such Shares, (ii)
satisfaction of the listing requirements of any national securities exchange on
which the Shares are then listed and (iii) compliance, in the opinion of the
Company's counsel, with all applicable federal and state securities and other
laws.
16. Term of Plan.
No rights shall be granted under the Plan after March 14, 2000.
17. Administration of the Plan.
The Board of Directors or any committee or person(s) to whom it
delegates its authority (the "Administrator") shall administer, interpret and
apply all provisions of the Plan as it deems necessary. Nothing contained in
this Section shall be deemed to authorize the Administrator to alter or
administer the provisions of the Plan in a manner inconsistent with the
provisions of Section 423 of the Code.
- 11 -
