<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only
/X/ Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 204.14a-12
GENZYME CORPORATION
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GENZYME CORPORATION
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(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of Securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
GENZYME CORPORATION
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(617) 252-7500
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
A special meeting of the stockholders of Genzyme Corporation, a
Massachusetts corporation, will be held at the Company's offices at One Kendall
Square, Cambridge, Massachusetts at 11:00 a.m. on Wednesday, July 24, 1996 for
the following purposes:
1. To approve an amendment to the Company's Articles of Organization that
would increase the number of authorized shares of General Division
Common Stock from 100,000,000 to 200,000,000 shares.
2. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on June 21, 1996 will
be entitled to vote at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. THEREFORE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE YOUR PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE MEETING AND WISH TO VOTE IN PERSON, YOUR PROXY
WILL NOT BE USED.
By order of the Board of Directors,
Peter Wirth
Clerk
Dated: July 1, 1996
<PAGE> 3
GENZYME CORPORATION
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
TELEPHONE (617) 252-7500
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PROXY STATEMENT
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GENERAL INFORMATION
The enclosed proxy is solicited on behalf of the Board of Directors of
Genzyme Corporation (the "Company" or "Genzyme") for use at the special meeting
of stockholders to be held on Wednesday, July 24, 1996, and at any adjournments
thereof.
The authority granted by an executed proxy may be revoked at any time
before its exercise by filing with the Clerk of the Company a written revocation
or a duly executed proxy bearing a later date or by voting in person at the
meeting. Shares represented by valid proxies will be voted in accordance with
the specifications in the proxies. If no specifications are made, the proxies
will be voted to approve the proposal listed in the notice on the cover page of
this proxy statement.
On June 21, 1996, the Company had outstanding 34,622,366 shares of General
Division Common Stock, $.01 par value (the "General Division Stock"), and
12,493,534 shares of Tissue Repair Division Common Stock, $.01 par value (the
"TR Stock"), which are its only outstanding classes of voting stock. The holders
of General Division Stock and TR Stock will vote together as a single class of
stock on all matters that will be presented for consideration at the meeting.
Each share of General Division Stock entitles the holder thereof to one vote and
each share of TR Stock entitles the holder thereof to .29 votes. Only
stockholders of record at the close of business on June 21, 1996 will be
entitled to vote at the meeting. A majority in interest of the outstanding
General Division Stock and TR Stock considered together as a single class,
represented at the meeting in person or by proxy, constitutes a quorum for the
transaction of business.
The approximate date on which this proxy statement and accompanying proxy
are first being sent or given to stockholders is July 1, 1996.
Dated: July 1, 1996
<PAGE> 4
SHARE OWNERSHIP
The following table and footnotes set forth certain information regarding
the ownership of the Company's General Division Stock and TR Stock, and the
common stock of Genzyme Transgenics Corporation ("GTC"), an affiliate of the
Company, as of June 1, 1996 by (i) persons known by the Company to be beneficial
owners of more than 5% of its General Division Stock or TR Stock, (ii) the Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company, (iii) each director of the Company, and (iv) all
current executive officers and directors of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED
(1)
---------------------
BENEFICIAL OWNER SHARES PERCENT
- ------------------------------------------------------------------------- --------- -------
<S> <C> <C>
Twentieth Century Companies, Inc. (2)
4500 Main Street, P.O. Box 41820
Kansas City, Missouri 64141
General Division Stock.............................................. 1,900,000 5.5
TR Stock............................................................ 700,000 5.6
Ark Asset Management (3)
1 New York Plaza
New York, New York 10041
General Division Stock.............................................. 1,775,000 5.1
TR Stock............................................................ 0 --
Henri A. Termeer (4)
General Division Stock.............................................. 448,941 1.3
TR Stock............................................................ 103,114 *
Geoffrey F. Cox (5)
General Division Stock.............................................. 78,240 *
TR Stock............................................................ 33,094 *
Gregory D. Phelps (6)
General Division Stock.............................................. 83,016 *
TR Stock............................................................ 43,871 *
Alan E. Smith (7)
General Division Stock.............................................. 72,499 *
TR Stock............................................................ 18,226 *
G. Jan van Heek (8)
General Division Stock.............................................. 28,839 *
TR Stock............................................................ 16,187 *
Henry E. Blair (9)
General Division Stock.............................................. 20,100 *
TR Stock............................................................ 11,736 *
Robert J. Carpenter (10)
General Division Stock.............................................. 12,680 *
TR Stock............................................................ 23,630 *
Charles L. Cooney (11)
General Division Stock................................................. 17,400 *
TR Stock............................................................... 7,689 *
Constantine E. Anagnostopoulos (12)
General Division Stock................................................. 15,000 *
TR Stock............................................................... 7,430 *
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED
(1)
---------------------
BENEFICIAL OWNER SHARES PERCENT
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<S> <C> <C>
Henry R. Lewis (13)
General Division Stock................................................. 15,300 *
TR Stock............................................................... 7,065 *
Douglas A. Berthiaume (14)
General Division Stock................................................. 16,850 *
TR Stock............................................................... 11,015 *
All current executive officers and directors
as a group (23 persons) (15)
General Division Stock................................................. 1,446,191 4.0
TR Stock............................................................... 482,671 3.7
</TABLE>
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* Indicates less than 1%
(1) Unless otherwise indicated in these footnotes, each stockholder has sole
voting and investment power with respect to the shares listed in the table.
Shares acquired for the account of any officer under the Genzyme 1990
Employee Stock Purchase Plan after March 31, 1996 are not included in the
table.
(2) Represents shares held by entities or managed accounts over which Twentieth
Century Companies, Inc. has investment discretion. Based on the Schedule
13F for the quarter ended March 31, 1996 filed with the Securities and
Exchange Commission by Twentieth Century Companies, Inc.
(3) Based on the Schedule 13F for the quarter ended March 31, 1996 filed with
the Securities and Exchange Commission by Ark Asset Management.
(4) The stock beneficially owned by Mr. Termeer includes 432,750 and 87,425
shares of General Division Stock and TR Stock, respectively, subject to
stock options exercisable within the 60-day period following June 1, 1996
and 3,350 and 452 shares of General Division Stock and TR Stock,
respectively, subject to currently exercisable warrants. In addition, Mr.
Termeer owns 9,500 shares of GTC common stock and holds options to purchase
8,000 shares of GTC common stock that are exercisable within the 60-day
period following June 1, 1996.
(5) The stock beneficially owned by Dr. Cox includes 74,646 and 20,608 shares
of General Division Stock and TR Stock, respectively, subject to stock
options exercisable within the 60-day period following June 1, 1996 and
3,594 and 12,486 shares of General Division Stock and TR Stock,
respectively, held jointly with his wife.
(6) The stock beneficially owned by Mr. Phelps includes 79,616 and 33,050
shares of General Division Stock and TR Stock, respectively, subject to
stock options exercisable within the 60-day period following June 1, 1996.
(7) The stock beneficially owned by Dr. Smith includes 69,646 and 17,071 shares
of General Division Stock and TR Stock, respectively, subject to stock
options exercisable within the 60-day period following June 1, 1996. In
addition, Dr. Smith holds options to purchase 8,000 shares of GTC common
stock that are exercisable within the 60-day period following June 1, 1996.
(8) The stock beneficially owned by Mr. van Heek includes 28,513 and 13,266
shares of General Division Stock and TR Stock, respectively, subject to
stock options exercisable within the 60-day period following June 1, 1996.
(9) The stock beneficially owned by Mr. Blair includes 7,600 and 8,402 shares
of General Division Stock and TR Stock, respectively, subject to stock
options exercisable within the 60-day period following
3
<PAGE> 6
June 1, 1996. In addition, Mr. Blair owns 1,000 shares of GTC common stock
and holds options to purchase 6,000 shares of GTC common stock that are
exercisable within the 60-day period following June 1, 1996.
(10) The stock beneficially owned by Mr. Carpenter includes 3,200 and 5,800
shares of General Division Stock and TR Stock, respectively, subject to
stock options exercisable within the 60-day period following June 1, 1996
and 1,000 and 135 shares of General Division Stock and TR Stock,
respectively, subject to currently exercisable warrants. Also included are
246 and 33 shares of General Division Stock and TR Stock, respectively,
held by his wife, and 1,000 and 135 shares of General Division Stock and TR
Stock, respectively, subject to currently exercisable warrants held by his
wife. Mr. Carpenter disclaims beneficial ownership of all shares held by
his wife.
(11) The stock beneficially owned by Dr. Cooney includes 6,000 and 6,080 shares
of General Division Stock and TR Stock, respectively, subject to stock
options exercisable within the 60-day period following June 1, 1996 and 60
shares of General Division Stock held jointly with his wife.
(12) The stock beneficially owned by Dr. Anagnostopoulos includes 14,000 and
6,890 shares of General Division Stock and TR Stock, respectively, subject
to stock options exercisable within the 60-day period following June 1,
1996.
(13) The stock beneficially owned by Mr. Lewis includes 14,000 and 6,890 shares
of General Division Stock and TR Stock, respectively, subject to stock
options exercisable within the 60-day period following June 1, 1996.
(14) The stock beneficially owned by Mr. Berthiaume includes 15,600 and 9,482
shares of General Division Stock and TR Stock, respectively, subject to
stock options exercisable within the 60-day period following June 1, 1996.
Also included are 1,000 and 1,500 shares of General Division Stock and TR
Stock, respectively, held by his wife. Mr. Berthiaume disclaims beneficial
ownership of all shares held by his wife.
(15) Includes 1,344,770 and 393,129 shares of General Division Stock and TR
Stock, respectively, that are subject to outstanding stock options
exercisable within the 60-day period following June 1, 1996 and 7,650 and
992 shares of General Division Stock and TR Stock, respectively, subject to
currently exercisable warrants. Also includes 3,654 and 12,155 shares of
General Division Stock and TR Stock, respectively, held jointly by officers
and directors of Genzyme with their respective spouses. Also includes 1,330
and 1,544 shares of General Division Stock and TR Stock, respectively, held
by the spouses of officers, 1,000 and 135 shares of General Division Stock
and TR Stock, respectively, subject to currently exercisable warrants held
by the spouse of a director, and 2,631 and 382 shares of General Division
Stock and TR Stock, respectively, held by the spouses of officers for the
benefit of the children of such officers. All such shares subject to
warrants and stock options are treated as outstanding for the purpose of
computing the stated percentage.
Genzyme's officers and directors as a group own beneficially an aggregate
of 32,500 shares of common stock, less than 1% of the shares outstanding, of
GTC, including 22,000 shares subject to stock options exercisable within the
60-day period following June 1, 1996.
4
<PAGE> 7
PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF
ORGANIZATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF GENERAL DIVISION STOCK
On June 6, 1996, the Board of Directors of the Company approved and
recommended to the stockholders that Articles III and IV of the Company's
Articles of Organization be amended to increase the number of authorized shares
of General Division Stock from 100,000,000 to 200,000,000 shares. On June 6,
1996, the Board of Directors declared a 2-for-1 stock split of shares of General
Division Stock (the "Stock Split"), subject to stockholder approval of the
proposed amendment. The Stock Split will be effected by means of a 100% stock
dividend payable on July 25, 1996 to stockholders of record on July 11, 1996.
The principal reason for the proposed amendment is to ensure that a
sufficient number of shares are available to effect the Stock Split. As of June
1, 1996, there were 34,608,109 shares of General Division Stock issued and
outstanding and 13,763,125 shares reserved for issuance upon the exercise of
outstanding options, warrants and employee stock purchase rights. In addition,
the Board of Directors believes that it is important to ensure that the Company
will continue to have an adequate number of authorized and unissued shares of
General Division Stock available for future use. If the proposed amendment is
adopted by the stockholders, the additional authorized General Division Stock
would be available for issuance from time to time for such corporate purposes as
financings, acquisitions, future stock splits and future stock dividends, as the
Board of Directors may deem appropriate, without the necessity of further
amendment to the Articles of Organization.
The issuance of additional shares of General Division Stock, while
providing desirable flexibility in carrying out corporate purposes, could have
the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring, a majority of the outstanding voting
stock of the Company. In addition, the issuance of additional shares of General
Division Stock could also dilute the interests of existing holders of General
Division Stock.
The affirmative vote of the holders of a majority in interest of the
outstanding General Division Stock and TR Stock, voting together as a single
class, is required to approve the proposed amendment to the Articles of
Organization. Therefore, abstentions and broker non-votes will have the effect
of negative votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
5
<PAGE> 8
DEADLINE FOR STOCKHOLDER PROPOSALS
In order for a stockholder proposal to be considered for inclusion in the
Company's proxy materials for the 1997 annual meeting, it must be received by
the Company at One Kendall Square, Cambridge, Massachusetts 02139, Attention:
David J. McLachlan, no later than December 13, 1996.
EXPENSES OF SOLICITATION
The Company will bear the cost of the solicitation of proxies on behalf of
the Board of Directors, including the charges and expenses of brokerage firms
and others of forwarding solicitation material to beneficial owners of stock. In
addition to use of the mails, proxies may be solicited by officers and employees
of the Company in person or by telephone. Genzyme has retained a professional
proxy solicitation firm to assist in the solicitation of proxies at a cost that
Genzyme anticipates will not exceed $10,000.
OTHER MATTERS
The Board of Directors does not know of any business to come before the
meeting other than the matter described in the notice. If other business is
properly presented for consideration at the meeting, the enclosed proxy
authorizes the persons named therein to vote the shares in their discretion.
6
<PAGE> 9
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS JULY 24, 1996
GENZYME CORPORATION
Tissue Repair Division Common Stock
The undersigned stockholder of Genzyme Corporation (the "Company")
hereby appoints Henri A. Termeer, David J. McLachlan and Peter Wirth, and each
of them acting singly, the attorneys and proxies of the undersigned, with full
power of substitution, to vote on behalf of the undersigned all the shares of
Tissue Repair, Division Common Stock of the Company that the undersigned
is entitled to vote at the Special Meeting of Stockholders of the Company to be
held on July 24, 1996, and at all adjournments thereof, hereby revoking any
proxy heretofore given with respect to such shares.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFICATION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1. IN THEIR DISCRETION, THE PROXIES ARE ALSO AUTHORIZED
TO VOTE UPON SUCH MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Mark Here For / /
PLEASE SIGN AND MAIL PROXY TODAY Address Change
and Note on Reverse
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
------------
SEE REVERSE
SIDE
------------
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<PAGE> 10
/x/ Please mark your
votes as in this
example
1. Proposal to amend the Company's Articles of Organization to increase the
number of authorized shares of General Division Common Stock from
100,000,000 to 200,000,000.
FOR AGAINST ABSTAIN
/ / / / / /
Signature: _______________________________________ Date: ______________________
Signature: _______________________________________ Date: ______________________
(if held jointly)
NOTE: Please sign exactly as name appears on stock certificate. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partner, please sign in partnership
name by authorized person.
<PAGE> 11
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS JULY 24, 1996
GENZYME CORPORATION
General Division Common Stock
The undersigned stockholder of Genzyme Corporation (the "Company")
hereby appoints Henri A. Termeer, David J. McLachlan and Peter Wirth, and each
of them acting singly, the attorneys and proxies of the undersigned, with full
power of substitution, to vote on behalf of the undersigned all the shares of
General Division Common Stock of the Company that the undersigned is entitled
to vote at the Special Meeting of Stockholders of the Company to be held on
July 24, 1996, and at all adjournments thereof, hereby revoking any proxy
heretofore given with respect to such shares.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFICATION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1. IN THEIR DISCRETION, THE PROXIES ARE ALSO AUTHORIZED
TO VOTE UPON SUCH MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Mark Here For / /
PLEASE SIGN AND MAIL PROXY TODAY Address Change
and Note on Reverse
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
/SEE REVERSE SIDE/
<PAGE> 12
/X/ Please mark your
vote as in this
example.
1. Proposal to amend the Company's Articles of Organization to increase the
number of authorized shares of General Division Common Stock from 100,000,000
to 200,000,000.
For Against Abstain
/ / / / / /
Signature:________________Date:_________Signature:_______________ Date:_________
(If held jointly)
NOTE: Please sign exactly as name appears on stock certificate. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partner, please sign in partnership name by
authorized person.
