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As filed with the Securities and Exchange Commission on March 31, 1995
REGISTRATION NO. 33- __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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)
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1990 EQUITY INCENTIVE 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:
PETER WIRTH, ESQUIRE
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0304
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CALCULATION OF REGISTRATION FEE
<TABLE>
<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 2,000,000 $6.1875 $12,375,000 $4,267.24
Stock, $0.01 par value shares(2)
<FN>
(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) and based upon the
average of the high and low sale prices on March 29, 1995 as reported by the Nasdaq National Market System.
(2) This Registration Statement registers 2,000,000 shares of Tissue Repair Division Common Stock under the 1990 Equity Incentive
Plan. An aggregate of 6,599,385 shares of General Division Common Stock (formerly Common Stock) have previously been
registered under such plan (SEC File Nos. 33-8881, 33-15616, 33-26329, 33-29918, 33-35067, 33-37236, 33-41933, 33- 55656 and
33-68188).
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
------------------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's latest annual report on Form 10-K filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) All other reports of the registrant filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above.
(c) The description of the Registrant's Tissue Repair Division
Common Stock contained in the Registrant's Registration Statement on Form 8-A
filed on September 9, 1994, as amended by Form 8-A/A filed on December 14,
1994, including any further amendment or report filed hereafter for the purpose
of updating such description.
(d) The description of the Registrant's Tissue Repair Division
Common Stock Purchase Rights contained in the Registrant's Registration
Statement on Form 8-A filed on November 28, 1994, including any amendment or
report filed for the purpose of updating such description.
All documents filed after the date of this Registration Statement by
the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
Act and prior to the filing of a post-effective amendment that indicates that
all shares of Tissue Repair Division Common Stock offered hereunder have been
sold or which deregisters all shares of Tissue Repair Division Common Stock
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
----------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
-----------------------------------------------
The validity of the Tissue Repair Division Common Stock offered hereby
will be passed upon for the Registrant by Palmer & Dodge, Boston,
Massachusetts. Peter Wirth, a partner of Palmer & Dodge, is Clerk of the
Registrant.
Item 6. Indemnification of Directors and Officers.
-------------------------------------------------
Section 67 of chapter 156B of the Massachusetts Business Corporation
Law grants the Registrant the power to indemnify any director, officer,
employee or agent to whatever extent permitted by the Registrant's Restated
Articles of Organization, Bylaws or a vote adopted by the holders of a majority
of the shares entitled to vote thereon, if such indemnitee acted (a) in good
faith
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in the reasonable belief that his action was in the best interests of the
corporation or (b) to the extent that the matter for which indemnification is
sought relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
Such indemnification may include payment by the Registrant of expenses incurred
in defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under the statute.
Article VI of the Registrant's Bylaws provides that the Registrant
shall, to the extent legally permissible, indemnify each person who may serve
or who has served at any time as a director or officer of the corporation or of
any of its subsidiaries, or who at the request of the corporation may serve or
at any time has served as a director, officer or trustee of, or in a similar
capacity with, another organization or an employee benefit plan, against all
expenses and liabilities (including counsel fees, judgments, fines, excise
taxes, penalties and amounts payable in settlements) reasonably incurred by or
imposed upon such person in connection with any threatened, pending or
completed action, suit or other proceeding, whether civil, criminal,
administrative or investigative, in which he may become involved by reason of
his serving or having served in such capacity (other than a proceeding
voluntarily initiated by such person unless he is successful on the merits, the
proceeding was authorized by the corporation or the proceeding seeks a
declaratory judgment regarding his own conduct). Such indemnification shall
include payment by the Registrant of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final disposition of such
action or proceeding, upon receipt of an undertaking by the person indemnified
to repay such payment if he shall be adjudicated to be not entitled to
indemnification under Article VI, which undertaking may be accepted without
regard to the financial ability of such person to make repayment.
The indemnification provided for in Article VI is a contract right
inuring to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not exclusive
of any other rights to which such director, officer or other person may be
entitled by contract or otherwise under law, and inures to the benefit of the
heirs, executors and administrators of such a person.
The Registrant also has in place agreements with certain officers and
directors which affirm the Registrant's obligation to indemnify them to the
fullest extent permitted by law and contain various procedural and other
provisions which expand the protection afforded by the Registrant's Bylaws.
Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its Articles of
Organization, eliminate the directors' personal liability to the corporation
and its stockholders for monetary damages for breaches of fiduciary duty,
except in circumstances involving (i) a breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) unauthorized distributions and loans to insiders, and (iv)
transactions from which the director derived an improper personal benefit.
Section VI.C.5 of the Registrant's Restated Articles of Organization provides
that no director shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except to the extent that such exculpation is not permitted under the
Massachusetts Business Corporation Law as in effect when such liability is
determined.
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Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Articles of Organization of Genzyme Corporation. Filed as Exhibit 3.1 to Genzyme
Corporation's Form 10-K 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
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 securities registered
hereunder. Filed herewith.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants. Filed herewith.
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 authorizing Power of Attorney.
Filed herewith.
99.1 Genzyme Corporation 1990 Equity Incentive Plan, as amended through December 12,
1994. Filed as Annex VII to Genzyme Corporation's Registration Statement on Form
S-4 (File No. 33-83346) and incorporated herein by reference.
</TABLE>
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Item 9. Undertakings.
---------------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post- effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 6
hereof, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such
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indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 30th day of March, 1995.
GENZYME CORPORATION
By: /s/ Henri A. Termeer
-----------------------------
Henri A. Termeer
President
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henri A. Termeer Director and Principal March 30, 1995
------------------------------------ Executive Officer
Henri A. Termeer
/s/ David J. McLachlan Principal Financial and March 30, 1995
------------------------------------ Accounting Officer
David J. McLachlan
/s/ Constantine E. Anagnostopoulos Director March 30, 1995
------------------------------------
Constantine E. Anagnostopoulos
/s/ Douglas A. Berthiaume Director March 30, 1995
------------------------------------
Douglas A. Berthiaume
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henry E. Blair Director March 30, 1995
------------------------------------
Henry E. Blair
/s/ Robert J. Carpenter Director March 30, 1995
------------------------------------
Robert J. Carpenter
/s/ Charles L. Cooney Director March 30, 1995
------------------------------------
Charles L. Cooney
/s/ Henry R. Lewis Director March 30, 1995
------------------------------------
Henry R. Lewis
</TABLE>
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EXHIBIT INDEX
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<TABLE>
<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 10
securities registered hereunder.
23.1 Consent of Coopers & Lybrand L.L.P., independent 11
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 12
authorizing Power of Attorney.
99.1 Genzyme Corporation 1990 Equity Incentive Plan, as amended *
through December 12, 1994. Filed as Annex VII to Genzyme
Corporation's Registration Statement on Form S-4 (File No.
33-83346) and incorporated herein by reference.
</TABLE>
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<PAGE> 1
Exhibit 5.1
PALMER & DODGE
One Beacon Street
Boston, Massachusetts 02018
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
March 30, 1995
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
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 2,000,000 shares
of the Company's Tissue Repair Division Common Stock, $0.01 par value, (the
"Shares") offered pursuant to the provisions of the Company's 1990 Equity
Incentive 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 authorization, 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 and the options or other rights granted
thereunder, 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
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<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 Equity Incentive 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
March 30, 1995
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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 a resolution duly adopted
by the Board of Directors of the Company at a meeting of the Board of Directors
convened and held on August 25, 1994 at which meeting a quorum for the
transaction of business was present and acting throughout; and that said
resolution has not been amended or rescinded and is 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-4, S-3, S-8
and 8-A (the "Registration Statements") relating to the
registration under the Securities Act of 1933, as amended (the
"Act"), and the Securities Exchange Act of 1934, as amended,
of shares of the Company's Tissue Repair Common Stock ("TR
Stock") to be created pursuant to the amendment to the
Company's Articles of Organization approved at this meeting
and, to the extent required in connection with the
transactions in which the TR Stock is issued, shares of the
Company's Common Stock, 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 (2)
take any and all other action as they or any of them may deem
necessary or advisable to effect such registration.
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 30th day
of March, 1995.
[CORPORATE SEAL] /s/ Peter Wirth
Peter Wirth, Clerk
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