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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
NEOZYME II CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
CALLABLE COMMON STOCK, $1.00 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
G6420H11
-------------------------------------
(CUSIP Number)
DAVID J. MCLACHLAN MAUREEN P. MANNING
GENZYME CORPORATION PALMER & DODGE LLP
ONE KENDALL SQUARE ONE BEACON STREET
CAMBRIDGE, MA 02139 BOSTON, MA 02108
(617) 252-7500 (617) 573-0100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 6, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (a fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are being
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 13
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SCHEDULE 13D/A
- ----------------------- -------------------------
CUSIP NO. G6420H11 PAGE 2 OF 13 PAGES
------------ --- --
- ----------------------- -------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENZYME CORPORATION
I.R.S. IDENTIFICATION NO.: 06-1047163
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP (a) / /
(b) / /
NOT APPLICABLE
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
NOT APPLICABLE
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 2,415,000
PERSON WITH ---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,415,000
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,415,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
NOT APPLICABLE
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
100%
- -------------------------------------------------------------------------------
14 TYPE OR REPORT PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
Pursuant to Rule 13d-2(c), this Amendment No. 1 amends and restates the
statement on Schedule 13D initially filed by Genzyme Corporation with the
Securities and Exchange Commission (the "Commission") on June 22, 1992 (the
"Schedule 13D").
ITEM 1. SECURITY AND ISSUER.
This statement relates to the callable common stock, $1.00 par value
per share ("Callable Common Stock"), of Neozyme II Corporation ("Neozyme II").
The principal executive offices of Neozyme II are located at Todman Building,
Main Street, Road Town, Tortola, British Virgin Islands.
ITEM 2. IDENTITY AND BACKGROUND.
Genzyme Corporation ("Genzyme"), a Massachusetts corporation, is a
publicly-held, diversified human health care products company with its principal
place of business and principal office located at One Kendall Square, Cambridge,
Massachusetts 02139.
Set forth in Exhibit F to this Schedule 13D/A and incorporated herein
by reference is the following information with respect to each director and
executive officer of Genzyme: (i) name, (ii) business address, (iii) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted
and (iv) citizenship.
During the last five years, neither Genzyme nor any of its directors or
executive officers has been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining further violation of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities of Neozyme II beneficially owned by Genzyme consist of
an option (the "Purchase Option") to purchase all, but not less than all, of the
outstanding Callable Common Stock pursuant to a Purchase Option Agreement dated
April 28, 1992. The Callable Common Stock was issued as part of units (the
"Units"), each consisting of one share of Callable Common Stock, one Series N
warrant (a "Series N Warrant") to purchase one share of common stock, $0.01 par
value per share, of Genzyme ("Genzyme Common Stock") and one callable warrant (a
"Callable Warrant" and, together with the Series N Warrants, the "Warrants") to
purchase one share of Genzyme Common Stock, which were offered to the public
pursuant to a Prospectus dated April 28, 1992 filed with the Commission as part
of the Registration Statement on Form S-1/S-3 (No. 33-46126/33-47242) of Neozyme
II and Genzyme (the "Prospectus"). Genzyme received the Purchase Option from the
underwriters of the public offering in
Page 3 of 13
<PAGE> 4
consideration of the issuance by Genzyme of the Warrants which form part of the
Units. On August 4, 1992, the Series N Warrants began trading separately from
the Units. As a result of antidilution adjustments made pursuant to the terms
of the Callable Warrants, each Unit currently consists of one share of Callable
Common Stock and Callable Warrants to purchase two shares of Genzyme General
Division Common Stock and .135 shares of Genzyme Tissue Repair Division
Common Stock.
The source of funds for the proposed acquisition described in Item 4
hereof will be Genzyme's working capital.
ITEM 4. PURPOSE OF TRANSACTION.
As previously reported and in connection with the offering made
pursuant to the Prospectus (as described in Item 3), Genzyme licensed to Neozyme
II all patent and technology rights owned or controlled by it relating to its
products under development for treatment of cystic fibrosis. Neozyme II engaged
Genzyme to perform research, development and clinical testing of these products
and agreed to reimburse Genzyme for its costs associated with these activities
up to an amount consisting of substantially all of the net proceeds of the
offering. Genzyme issued the Warrants in exchange for the Purchase Option in
order to obtain the right to acquire any products developed by Neozyme II.
Genzyme is not obligated to exercise the Purchase Option, and may do so at its
sole discretion. Since Genzyme must exercise the option for 100% of the
outstanding shares of Callable Common Stock, if at all, any exercise would
result in a change in control of Neozyme II with the result that the Units would
cease to be quoted on the Nasdaq National Market and would become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Also as previously reported, the Purchase Option is exercisable until
December 31, 1996, at an exercise price per share that increases each month
through December 31, 1996 to a maximum of $117.00 per share. The Purchase
Option may be terminated by Neozyme II after the expenditure of all funds
available for payment by Neozyme II under the Development Agreement, as
described in the Prospectus, unless Genzyme funds or obtains alternative means
of funding research and development pertaining to the products, but in no event
will the Purchase Option continue later than December 31, 1996. Genzyme is under
no obligation to continue funding or to obtain alternative means to fund
research and development after such expenditure, but may do so at its option. If
the option is exercised, the purchase option exercise price may be paid in cash,
in shares of Genzyme Common Stock or in any combination thereof, at Genzyme's
sole discretion.
The Board of Directors of Neozyme II currently consists five persons:
three Class A directors, one of whom is also a director of Genzyme, and two
Class B directors, who are also executive officers of Genzyme. Each Class A
director has four votes, each Class B director has one vote and the Class A
directors and Class B directors vote together as a single class on all matters
voted upon by the Board of Directors, in accordance with the Amended and
Restated Memorandum of Association of Neozyme II.
Page 4 of 13
<PAGE> 5
Also as previously reported, under its Amended and Restated Memorandum
of Association, Neozyme II and its shareholders are prohibited from taking any
action or permitting any action to be taken which is inconsistent with Genzyme's
rights under the Purchase Option Agreement described in Item 3. Until the
termination of the Purchase Option Agreement, Neozyme II will not be able to
issue additional capital stock, merge, sell all or substantially all of its
assets or take certain other actions without the prior approval of Genzyme as
holder of a $100,000 note issued by Neozyme II (the "Series 1992 Note").
On September 6, 1996, Genzyme announced an agreement in principal with
the independent directors of Neozyme II regarding the acquisition of Neozyme II
at a price of $45.00 per Unit in cash. The acquisition is subject to the
execution and delivery of a definitive acquisition agreement containing
customary terms and conditions. A copy of the press release announcing such
agreement is attached hereto as Exhibit G and is incorporated herein by
reference.
If the acquisition is consummated, the Units would cease to be quoted
on the Nasdaq National Market and would become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As a result of the Purchase Option described in Items 3 and 4,
Genzyme has the right to acquire 2,415,000 shares of Callable Common Stock,
representing 100% of the outstanding shares of Callable Common Stock.*
(b) See the responses to lines (7), (8), (9) and (10) on the cover
page hereof.*
(c) Neither Genzyme nor any director or executive officer of Genzyme
has acquired or disposed of any shares of Callable Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
- -------------------------------
* The figure for the amounts held by Genzyme includes the following shares of
Callable Common Stock owned directly by the following executive officers and/or
directors of Genzyme, as to which shares Genzyme disclaims beneficial ownership:
Page 5 of 13
<PAGE> 6
<TABLE>
<CAPTION>
Executive Officer/Director No. of Shares %
-------------------------- ------------- -
<S> <C> <C>
Henri A. Termeer 3,300 *
Gregory D. Phelps 2,500 *
Robert J. Carpenter 2,000(1) *
David J. McLachlan 1,400 *
G. Jan van Heek 400 *
Richard Douglas 300 *
<FN>
-----------------------
* Indicates less than 1%.
(1) Includes 1,000 shares owned by Mr. Carpenter's wife, as to which
he disclaims beneficial ownership.
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Genzyme Corporation hereby incorporates by reference the discussion
under the heading "Series 1992 Note" on page 50 and under the heading "The
Agreements" on pages 50 through 55 of the Prospectus included in the
Registration Statement, which pages were filed as Exhibit A to the Schedule 13D
of Genzyme Corporation filed with the Commission on June 22, 1992 and
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Pages 50-55 of the Prospectus dated April 28, 1992 filed
with the Securities and Exchange Commission as part of the
Registration Statement on Form S-1/S-3 of Neozyme II
Corporation and Genzyme Corporation (Registration No.
33-46126/33-47242). Filed as Exhibit A to the Schedule 13D
filed by Genzyme Corporation on June 22, 1992, and
incorporated herein by reference.
Exhibit B: Purchase Option Agreement dated April 28, 1992 among Genzyme
Corporation, PaineWebber Incorporated, Shearson Lehman
Brothers Inc., Cowen & Company, PaineWebber International
(U.K.) Ltd. and Lehman Brothers International Limited. Filed
as Exhibit 28.9 to the Form 10-Q of Genzyme Corporation for
the quarter ended March 31, 1992, and incorporated herein by
reference.
Exhibit C: Series 1992 Note of Neozyme II Corporation dated April 28,
1992. Filed as Exhibit 28.11 to the Form 10-Q of Genzyme
Corporation for the quarter ended March 31, 1992, and
incorporated herein by reference.
Exhibit D: Amended and Restated Articles of Association of Neozyme II
Corporation. Filed as Exhibit 28.4 to the Form 10-Q of
Neozyme II
Page 6 of 13
<PAGE> 7
Corporation for the quarter ended March 31, 1992, and
incorporated herein by reference.
Exhibit E: Amended and Restated Memorandum of Association of Neozyme II
Corporation. Filed as Exhibit 28.3 to the Form 10-Q of
Neozyme II Corporation for the quarter ended March 31, 1992,
and incorporated herein by reference.
Exhibit F: Directors and Executive Officers of Genzyme Corporation.
Filed herewith.
Exhibit G: Genzyme Corporation press release dated September 6, 1996.
Filed herewith.
Page 7 of 13
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: September 6, 1996 GENZYME CORPORATION
By: /s/ David J. McLachlan
----------------------------------
David J. McLachlan
Senior Vice President, Finance and
Chief Financial Officer
Page 8 of 13
<PAGE> 9
EXHIBIT INDEX
PAGE
----
Exhibit A: Pages 50-55 of the Prospectus dated April 28, 1992 filed --
with the Securities and Exchange Commission as part of the
Registration Statement on Form S-1/S-3 of Neozyme II
Corporation and Genzyme Corporation (Registration No.
33-46126/33-47242). Filed as Exhibit A to the Schedule
13D filed by Genzyme Corporation on June 22, 1992, and
incorporated herein by reference.
Exhibit B: Purchase Option Agreement dated April 28, 1992 among Genzyme --
Corporation, PaineWebber Incorporated, Shearson Lehman
Brothers Inc., Cowen & Company, PaineWebber International
(U.K.) Ltd. and Lehman Brothers International Limited.
Filed as Exhibit 28.9 to the Form 10-Q of Genzyme
Corporation for the quarter ended March 31, 1992,
and incorporated herein by reference.
Exhibit C: Series 1992 Note of Neozyme II Corporation dated April 28, --
1992. Filed as Exhibit 28.11 to the Form 10-Q of Genzyme
Corporation for the quarter ended March 31, 1992, and
incorporated herein by reference.
Exhibit D: Amended and Restated Articles of Association of Neozyme II --
Corporation. Filed as Exhibit 28.4 to the Form 10-Q of
Neozyme II Corporation for the quarter ended March 31, 1992,
and incorporated herein by reference.
Exhibit E: Amended and Restated Memorandum of Association of Neozyme II --
Corporation. Filed as Exhibit 28.3 to the Form 10-Q of
Neozyme II Corporation for the quarter ended March 31, 1992,
and incorporated herein by reference.
Exhibit F: Directors and Executive Officers of Genzyme Corporation. 10
Filed herewith.
Exhibit G: Genzyme Corporation press release dated September 6, 1996. 13
Filed herewith.
Page 9 of 13
<PAGE> 1
EXHIBIT F
Directors of Genzyme
- --------------------
Set forth below is the name, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted of each director of Genzyme.
Unless otherwise indicated, each director is a citizen of the United States.
Henri A. Termeer
Chairman of the Board, President and Chief Executive Officer
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
Citizenship: The Netherlands
Constantine E. Anagnostopoulos
Managing General Partner
Gateway Associates (venture capital limited partnership)
800 Maryland Avenue, Suite 1190
St. Louis, MO 63105
Douglas A. Berthiaume
President and Chief Executive Officer
Waters Corporation (high technology manufacturer of products used for
analysis and purification)
34 Maple Street
Milford, Massachusetts 01757
Henry E. Blair
Consultant
P.O. Box 648
275 Mill Way
Barnstable, Massachusetts 02630
Robert J. Carpenter
President and Chief Executive Officer
VacTex, Inc.
70 Walnut Street
Wellesley, Massachusetts 02181
Page 10 of 13
<PAGE> 2
Charles L. Cooney
Professor of Chemical and Biochemical Engineering
Massachusetts Institute of Technology
25 Ames Street
Building 66-Room 472
Cambridge, Massachusetts 02139
Henry R. Lewis
Consultant
Protein Engineering Corporation
35 Clover Street
Belmont, Massachusetts 02178
Executive Officers of Genzyme
- -----------------------------
Set forth below is the name and present principal occupation of each of
the executive officers of Genzyme. Unless otherwise indicated, each executive
officer is a citizen of the United States and has as his principal business
address One Kendall Square, Cambridge, Massachusetts 02139.
Henri A. Termeer
Chairman of the Board, President and Chief Executive Officer
Citizenship: The Netherlands
Geoffrey F. Cox
Senior Vice President, Operations and Pharmaceuticals and Fine
Chemicals
Citizenship: United Kingdom
David D. Fleming
Senior Vice President; President, Diagnostics Division
John V. Heffernan
Senior Vice President, Human Resources
Elliott D. Hillback, Jr.
Senior Vice President
Peter Wirth
Senior Vice President and General Counsel
Mark A. Hofer
Senior Vice President and Chief Patent Counsel
Evan M. Lebson
Vice President and Treasurer
Page 11 of 13
<PAGE> 3
David J. McLachlan
Senior Vice President, Finance; Chief Financial Officer
John M. McPherson
Vice President, Protein Development
Richard A. Moscicki
Vice President, Clinical, Medical and Regulatory Affairs
Gregory D. Phelps
Senior Vice President; President, Genzyme Tissue Repair Division
James R. Rasmussen
Senior Vice President, Research
Alan E. Smith
Senior Vice President, Research
Citizenship: United Kingdom
G. Jan van Heek
Vice President; President, Therapeutics Division
Citizenship: The Netherlands
Richard Douglas
Vice President of Corporate Development
Lisa Raines
Vice President, Government Relations
Page 12 of 13
<PAGE> 1
EXHIBIT G
FOR IMMEDIATE RELEASE GENZYME CONTACT: NEOZYME II CONTACT:
September 6, 1996 Caren Arnstein Dennis J. Purcell
617-252-7570 Hambrecht & Quist LLC
212-207-1552
GENZYME ANNOUNCES PROPOSED CASH ACQUISITION OF NEOZYME II
CAMBRIDGE, Mass. -- Genzyme Corp. announced today that it has reached an
agreement in principle with a committee comprising the independent directors of
Neozyme II Corp. (Nasdaq: NIIUF) to acquire Neozyme II for $45 per unit in
cash.
Each Neozyme II unit consists of one share of Neozyme II callable
common stock and one callable warrant to purchase two shares of Genzyme General
Division common stock (Nasdaq: GENZ) and 0.135 share of Genzyme Tissue Repair
Division common stock (Nasdaq: GENZL). There are 2,415,000 Neozyme II units
outstanding.
The proposed transaction is subject to the negotiation and execution of
a definitive agreement. If a definitive agreement is reached, the parties
anticipate that the transaction will close later this year.
In evaluating this proposal, the Neozyme II committee, which consists
of the directors of Neozyme II who are not officers or directors of Genzyme,
retained independent advisors, including Hambrecht & Quist LLC of New York as
financial advisor and Hale and Dorr of Boston as legal advisors.
Neozyme II was formed in 1992 to conduct research, development, and
clinical testing of products for the treatment of cystic fibrosis under
contract with Genzyme.
One of the world's top five biotechnology companies, Genzyme focuses on
developing innovative products and services for major unmet medical needs. The
company's General Division develops and markets pharmaceuticals, genetic
diagnostic services, and therapeutic, diagnostic, and surgical products. Its
Tissue Repair Division is a leading developer of biological products for the
treatment of cartilage damage, severe burns, and chronic skin ulcers.
# # #
Genzyme's releases are on the World Wide Web at http://www.prnewswire.com and
PR Newswire's fax-on-demand service at 1-800-758-5804, ext. 104284.
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