<PAGE> 1
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 21, 1995
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-14680 06-1047163
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(617) 252-7500
<PAGE> 2
ITEM 5. OTHER.
------
In order to update the information previously filed with the Securities
and Exchange Commission at pages IV-38 to IV-41 of Annex IV, pages V-37 to
V-41 of Annex V and pages VI-2 to VI-6 of Annex VI to the Prospectus/Joint
Proxy Statement included in the Registration Statement of Genzyme Corporation
("Genzyme") on Form S-4 (Commission File No. 33-83346) that became effective on
November 9, 1994, Genzyme hereby files as Exhibit 99.1 pro forma statements of
operations for the year ended December 31, 1994 for Genzyme Corporation,
Genzyme General Division and Genzyme Tissue Repair Division, assuming the
acquisition by Genzyme of BioSurface Technology, Inc. ("BioSurface") on January
1, 1994.
2
<PAGE> 3
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 hereunto duly authorized.
Date: September 21, 1995 GENZYME CORPORATION
By: /s/ David J. McLachlan
-----------------------------------
David J. McLachlan
Senior Vice President, Finance;
Chief Financial Officer
3
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
------- ----------- ----------
99.1 Pro forma statements of operations for the year ended 5
December 31, 1994 for Genzyme Corporation, Genzyme General
Division and Genzyme Tissue Repair Division, assuming the
acquisition by Genzyme of BioSurface on January 1, 1994.
Filed herewith.
4
<PAGE> 1
EXHIBIT 99.1
<TABLE>
GENZYME CORPORATION AND SUBSIDIARIES
BIOSURFACE TECHNOLOGY, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS (NOTE 1)
FOR THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED, IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<CAPTION>
Pro Forma Adjustments
(Note 2)
---------------------------- Genzyme
Historical Historical BioSurface Genzyme Stock Pro Forma
Genzyme BioSurface Acquisition Proposal Adjusted
---------- ---------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Revenues:
Products and services $288,331 $ 6,320 $294,651
Research and development 22,396 - 22,396
-------- ------- --------
310,727 6,320 317,047
Costs and expenses:
Products and services 124,342 1,905 126,247
Selling, general and administrative 85,599 5,147 90,746
Research and development 55,027 8,452 63,479
-------- ------- --------
264,968 15,504 280,472
-------- ------- --------
Income (loss) from operations 45,759 (9,184) 36,575
Other income (expenses):
Minority interest 1,659 - 1,659
Equity in net loss of affiliate (1,353) - (1,353)
Impaired investments (9,431) - (9,431)
Settlement of lawsuit (1,980) - (1,980)
Investment income 9,072 741 9,813
Interest expense (1,354) - (1,354)
-------- ------- --------
(3,387) 741 (2,646)
-------- ------- --------
Income (loss) before income taxes 42,372 (8,443) 33,929
Provision for income taxes (14,830) - (14,830)
-------- ------- --------
Net income (loss) $ 27,542 $(8,443) $ 19,099
======== ======= ========
Net income (loss) per common
share (Note 3):
BioSurface $ (0.97)
=======
General Stock $ 1.05 $ 1.35
======== ========
TR Stock $ (1.51)
========
Number of common shares outstanding
for purpose of computing net
income (loss) per share:
BioSurface 8,696 (8,696) [A]
=======
General Stock 26,169 26,169
======== ========
TR Stock 5,000 [A] 3,357[B] 8,357
========
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements
<PAGE> 2
GENZYME CORPORATION AND SUBSIDIARIES
BIOSURFACE TECHNOLOGY, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
The unaudited Pro Forma Combined Statement of Operations is presented to
give effect to the acquisition of BioSurface Technology, Inc. ("BioSurface") by
Genzyme Corporation ("Genzyme") in a stock for stock transaction and to reflect
the approval of the Genzyme Stock Proposal which created two classes of common
stock, General Division Common Stock ("General Stock") and Tissue Repair
Division Common Stock ("TR Stock"). Under the terms of the agreement, Genzyme
issued approximately .575 shares of TR Stock for each share of BioSurface common
stock outstanding. The acquisition was accounted for as a purchase.
The unaudited Pro Forma Combined Statement of Operations includes the
historical results of Genzyme and BioSurface for the year ended December 31,
1994. The unaudited Pro Forma Combined Statement of Operations includes the
effect of the acquisition as though the transaction had occurred January 1,
1994.
The unaudited Pro Forma Combined Statement of Operations should be read
in conjunction with the historical financial statements of Genzyme and
BioSurface included in the Prospectus/Proxy Statement.
2. Adjustments
The following adjustments have been made in preparation of the unaudited
Pro Forma Combined Statement of Operations:
A. Adjustment to weighted average shares outstanding to reflect the
retirement of BioSurface common stock and the issuance of TR Stock pursuant to
the acquisition. Loss per common share is based solely on the weighted average
number of shares of common stock outstanding as the inclusion of common stock
equivalents would be antidilutive.
2
<PAGE> 3
GENZYME CORPORATION AND SUBSIDIARIES
BIOSURFACE TECHNOLOGY, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
B. Adjustment to weighted average shares outstanding to reflect the
issuance and distribution to Genzyme shareholders of TR Stock pursuant to the
Genzyme Stock Proposal.
3. Net Income (loss) per Common Share
Pursuant to the Genzyme Stock Proposal, the method of
calculating income per share for General Stock and TR Stock reflects the terms
of the restated Articles of Organization which provide that dividends may be
declared and paid only out of the lesser of funds of the Company legally
available therefor and each division's Available Dividend Amount as defined.
Each division computes income per share by dividing the income attributable to
the division by the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding during the applicable period.
Income attributable to each division would generally equal the division's net
income or loss for the relevant period determined in accordance with generally
accepted accounting principles in effect at such time adjusted by the amount of
tax benefits allocated to or from the division pursuant to the terms of the
Genzyme Stock Proposal. The Genzyme Stock Proposal provides that, as of the end
of any fiscal quarter of the Company, any projected tax benefit attributable to
any division that cannot be utilized by such division to offset or reduce its
current or deferred income tax expense may be allocated to any other division
without any compensating payment or allocation.
3
<PAGE> 4
<TABLE>
GENZYME TISSUE REPAIR DIVISION
BIOSURFACE TECHNOLOGY, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS (NOTE 1)
FOR THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED, IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<CAPTION>
GTR
Historical Historical Pro Forma Adjustments Pro Forma
GTR BioSurface (Note 2) Adjusted
---------- ---------- ---------------------- ---------
<S> <C> <C> <C> <C> <C>
Product revenue $ - $ 6,320 $ 6,320
Costs and expenses:
Cost of products sold - 1,905 1,905
Selling, general and administrative 833 5,147 5,980
Research and development 3,331 8,452 11,783
------- ------- --------
4,164 15,504 19,668
------- ------- --------
Loss from operations (4,164) (9,184) (13,348)
Other income (expenses):
Investment income - 741 741
------- ------- --------
Net loss $(4,164) $(8,443) $(12,607)
======= ======= ========
Net loss per common share (Note 3) $ (0.97) $ (1.51)
======= ========
Number of common shares outstanding
for purpose of computing net loss
per share 8,696 8,357[A] (8,696)[A] 8,357
======= ========
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements
4
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GENZYME TISSUE REPAIR DIVISION
BIOSURFACE TECHNOLOGY, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
The unaudited Pro Forma Combined Statement of Operations is presented to
give effect to the acquisition of BioSurface Technology, Inc. ("BioSurface") by
Genzyme Corporation ("Genzyme") in a stock for stock transaction and to reflect
the approval of the Genzyme Stock Proposal which created two classes of common
stock, General Division Common Stock ("General Stock") and Tissue Repair
Division Common Stock ("TR Stock"). Under the terms of the agreement, Genzyme
issued approximately .575 shares of TR Stock for each share of BioSurface common
stock outstanding. The acquisition was accounted for as a purchase.
The unaudited Pro Forma Combined Statement of Operations includes the
historical results of the Division and BioSurface for the year ended December
31, 1994 as though the transaction had occurred at January 1, 1994.
The unaudited Pro Forma Combined Financial Statement of Operations
should be read in conjunction with the historical financial statements of the
Division and BioSurface included in the Prospectus/Proxy Statement.
2. Adjustments
The following adjustment has been made in preparation of the unaudited
Pro Forma Combined Statement of Operations:
A. Adjustment to weighted average shares outstanding to reflect the
retirement of BioSurface common stock and the issuance of TR Stock pursuant to
the acquisition and the Genzyme Stock Proposal. Loss per common share is based
solely on the weighted average number of shares of common stock outstanding as
the inclusion of common stock equivalents would be antidilutive.
5
<PAGE> 6
GENZYME TISSUE REPAIR DIVISION
BIOSURFACE TECHNOLOGY, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
3. Net Income (Loss) Per Share:
Historical income per share is omitted from the Pro Forma Combined
Statement of Operations as the Tissue Repair Division was not part of the
capital structure of the Company for the periods presented. Following
implementation of the Genzyme Stock Proposal, the method of calculating
income per share for General Stock and TR Stock reflects the terms of the
Articles of Organization, as amended, which provide that dividends may be
declared and paid only out of the lesser of funds of the Company legally
available therefor and each division's Available Dividend Amount as defined.
Each division computes income per share by dividing the income attributable
to the division by the weighted average number of shares of the division's
stock and dilutive common stock equivalents outstanding during the applicable
period. Income attributable to each division would generally equal the
division's net income or loss for the relevant period determined in accordance
with generally accepted accounting principles in effect at such time adjusted
by the amount of tax benefits allocated to or from the division pursuant to the
terms of the Genzyme Stock Proposal. The Genzyme Stock Proposal provides that,
as of the end of any fiscal quarter of the Company, any projected tax benefit
attributable to any division that cannot be utilized by such division to offset
or reduce its current or deferred income tax expense may be allocated to the
other division without any compensating payment or allocation.
6
<PAGE> 7
<TABLE>
GENZYME GENERAL DIVISION
PRO FORMA COMBINED STATEMENT OF OPERATIONS (NOTE 1)
FOR THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED, IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<CAPTION>
General
Historical Pro Forma Division
General Adjustments Pro Forma
Division (Note 2) Adjusted
---------- ----------- ---------
<S> <C> <C> <C>
Revenues:
Products and services $288,331 $288,331
Research and development 22,396 22,396
-------- --------
310,727 310,727
Costs and expenses:
Products and services 124,342 124,342
Selling, general and administrative 84,767 84,767
Research and development 51,696 51,696
-------- --------
260,805 260,805
-------- --------
Income from operations 49,922 49,922
Other income (expenses):
Minority interest 1,659 1,659
Equity in net loss of unconsolidated affiliate (1,353) (1,353)
Charge for impaired investments (9,431) (9,431)
Settlement of lawsuit (1,980) (1,980)
Investment income 9,072 9,072
Interest expense (1,354) (1,354)
-------- --------
(3,387) (3,387)
-------- --------
Income before income taxes 46,535 46,535
Provision for income taxes (16,341) (16,341)
-------- --------
Net income $ 30,194 30,194
========
Allocated tax benefit generated
by Tissue Repair Division 5,169
--------
Net income attributable to General
Stock $ 35,363
========
Net income per General
Share (Note 3) $ 1.35
========
Number of Genzyme Common Shares
outstanding for purpose of
computing net income per share 26,169[A] 26,169
========
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Combined Financial Statements
7
<PAGE> 8
GENZYME GENERAL DIVISION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
The unaudited Pro Forma Combined Statement of Operations is presented to
give effect to the establishment of the Genzyme Tissue Repair Division ("GTR")
and its acquisition of Biosurface Technology, Inc. ("BioSurface").
The unaudited Pro Forma Combined Statement of Operations includes the
historical results of the General Division for the year ended December 31, 1994.
The unaudited Pro Forma Combined Statement of Operations gives effect to the
establishment of GTR as though the transaction had occurred January 1, 1994.
The unaudited Pro Forma Combined Statement of Operations should be read
in conjunction with the historical financial statements of the General Division
included in the Prospectus/Proxy Statement.
2. Adjustments
The following adjustment has been made in preparation of the unaudited
Pro Forma Combined Statement of Operations:
A. Adjustment to record weighted average shares of Genzyme Common
Stock outstanding.
3. Net Income (Loss) Per Share
Pursuant to the approved Genzyme Stock Proposal, the method of
calculating income per share for General Stock and TR Stock reflects the terms
of the restated Articles of Organization which provide that dividends may be
declared and paid only out of the lesser of funds of the Company legally
available therefor and each division's Available Dividend Amount as defined.
Each division would compute income per share by dividing the income
attributable to the division by the weighted average number of shares of common
stock and dilutive common stock equivalents outstanding during the applicable
period. Income attributable to each division would generally equal the
division's net income or loss for the relevant period determined in accordance
with generally accepted accounting principles in effect at such time adjusted by
the amount of tax benefits allocated to or from the division pursuant to the
terms of the Genzyme Stock Proposal. The Genzyme Stock Proposal provides that,
as of the end of any fiscal quarter of the Company, any projected tax benefit
attributable to any division that cannot be utilized by such division to offset
or reduce its current or deferred income tax expense may be allocated to the
other division without any compensating payment or allocation.
8
