<PAGE> 1
As filed with the Securities and Exchange Commission on March 18, 1996.
Registration No. 333-1105
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GENZYME CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
MASSACHUSETTS 2834 06-1047163
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
ONE KENDALL SQUARE
CAMBRIDGE, MASSACHUSETTS 02139
(617) 252-7500
(Address, Including ZIP Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
HENRI A. TERMEER
GENZYME CORPORATION
ONE KENDALL SQUARE
CAMBRIDGE, MASSACHUSETTS 02139
(617) 252-7500
(Name, Address, Including ZIP Code and Telephone Number, Including Area Code,
of Agent for Service)
with a copy to:
Peter Wirth, Esq.
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective and
all other conditions to the merger described in the enclosed Prospectus and
Proxy Statement have been satisfied or waived.
---------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of chapter 156B of the Massachusetts Business Corporation
Law grants Genzyme the power to indemnify any director, officer, employee or
agent to whatever extent permitted by Genzyme's Articles of Organization,
By-Laws or a vote adopted by the holders of a majority of the shares entitled to
vote thereon, unless the proposed indemnitee has been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his or
her actions were in the best interests of the corporation or, 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 Genzyme 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 or she shall be adjudicated to be not entitled to indemnification under
the statute.
Article VI of Genzyme's By-Laws provides that Genzyme 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 or she may become involved by reason of his or her serving or having
served in such capacity (other than a proceeding voluntarily initiated by such
person unless he or she is successful on the merits, the proceeding was
authorized by the corporation or the proceeding seeks a declaratory judgment
regarding his or her own conduct). Such indemnification shall include payment by
Genzyme 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 or she 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.
Genzyme also has in place agreements with certain officers and
directors which affirm Genzyme'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 By-Laws.
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
Genzyme's 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.
Part II - 1
<PAGE> 3
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS.
See Exhibit Index immediately following signature page.
(B) FINANCIAL STATEMENT SCHEDULES.
The following Financial Statement Schedule of Genzyme is
incorporated by reference to Item 14 of Genzyme's Annual Report on Form 10-K for
its fiscal year ended December 31, 1994:
Schedule II - Valuation and Qualifying Accounts.
All other schedules are omitted since the required information is inapplicable
or has been presented in the financial statements and related notes.
ITEM 22. 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) 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 foregoing provisions, 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 indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Part II - 2
<PAGE> 4
(c) 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.
(d) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
(e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
(f) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is part of this registration statement, by any person or party
who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(g) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (f) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes 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.
Part II - 3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused Amendment No. 3 to this Registration Statement (File No. 333-1105) to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cambridge, Commonwealth of Massachusetts, on March 18, 1996.
GENZYME CORPORATION
By: * HENRI A. TERMEER
--------------------
Henri A. Termeer, President
Pursuant to the requirements of the Securities Act of 1933, Amendment
No. 3 to this Registration Statement (File No. 333-1105) has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
* HENRI A. TERMEER Director and Principal March 18, 1996
- ----------------------------------- Executive Officer
Henri A. Termeer
* DAVID J. MCLACHLAN Principal Financial and March 18, 1996
- ----------------------------------- Accounting Officer
David J. McLachlan
* CONSTANTINE E. ANAGNOSTOPOULOS Director March 18, 1996
- -----------------------------------
Constantine E. Anagnostopoulos
* DOUGLAS A. BERTHIAUME Director March 18, 1996
- -----------------------------------
Douglas A. Berthiaume
* HENRY E. BLAIR Director March 18, 1996
- -----------------------------------
Henry E. Blair
* ROBERT J. CARPENTER Director March 18, 1996
- -----------------------------------
Robert J. Carpenter
* CHARLES L. COONEY Director March 18, 1996
- -----------------------------------
Charles L. Cooney
* HENRY R. LEWIS Director March 18, 1996
- -----------------------------------
Henry R. Lewis
* By: /s/ PETER WIRTH
- -----------------------------------
Peter Wirth
Attorney-in-Fact
</TABLE>
Part II - 4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
- ------- ----------- --------
<S> <C> <C>
2 Composite conformed copy of Agreement and Plan of Merger
dated as of January 11, 1996, between Genzyme, Genetrix and
the Principal Stockholders of Genetrix. Filed herewith as
Exhibit A to the Prospectus/Proxy Statement. Pursuant to Item
601(b)(2) of Regulation S-K, the schedules referred to in the
Agreement and Plan of Merger are omitted. The Registrant
hereby undertakes to furnish supplementally a copy of any
omitted schedule to the Commission upon request.
4.1 Articles of Organization, as amended, of Genzyme. Filed as
Exhibit 3.1 to Genzyme'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. Filed as Exhibit 3.2 to Genzyme'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 and American Stock Transfer and Trust
Company. Filed as Exhibit 4 to Genzyme's Form 8-K dated
December 29, 1994 (File No. 0-14680), and incorporated herein
by reference.
* 5 Form of opinion of Palmer & Dodge.
* 8 Form of opinion of Palmer & Dodge with respect to certain
federal income tax matters.
** 23.1 Consent of Coopers & Lybrand L.L.P., independent accountants
to Genzyme Corporation.
23.2 Consent of Ernst & Young LLP, independent accountants to
Genetrix, Inc. Filed herewith.
** 23.3 Consent of Price Waterhouse LLP, independent accountants to
BioSurface Technology, Inc.
** 23.4 Consent of Coopers & Lybrand L.L.P., independent accountants
to Genzyme Development Partners, L.P.
* 23.5 Consents of Palmer & Dodge (contained in Exhibits 5 and 8).
* 24 Power of Attorney (included in the signature page hereto).
99 Fairness Opinion of Alex. Brown & Sons Incorporated. Filed
herewith as Exhibit B to the Prospectus/Proxy Statement.
* Previously filed on February 21, 1996 as the same numbered exhibit to this
Registration Statement on Form S-4 (File No. 333-1105).
** Previously filed on March 14, 1996 as the same numbered exhibit to this
Registration Statement on Form S-4 (File No. 333-1105).
</TABLE>
<PAGE> 7
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the captions "Experts" and
"Genetrix Selected Financial Data" and to the use of our report dated May 25,
1995 included in the Proxy Statement of Genetrix, Inc. that is made a part of
this Registration Statement (Form S-4, File No. 333-1105) and Prospectus of
Genzyme Corporation for the registration of 625,000 shares of its General
Division Common Stock.
/s/ Ernst & Young, LLP
----------------------
Phoenix, Arizona
March 15, 1996
