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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
GENZYME TRANSGENICS CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
37246E 10 5
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
AUGUST 5, 1996
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(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 other wise 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).
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SCHEDULE 13D
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CUSIP NO. 37246310 5 PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENZYME CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 7,573,365
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
7,573,365
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,573,365
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
45%
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14 TYPE OR REPORT PERSON*
CO
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<PAGE> 3
*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> 4
Pursuant to Rule 13d-2(c), this Amendment No. 4 amends and restates the
statement on Schedule 13D initially filed by Genzyme Corporation, a
Massachusetts corporation ("Genzyme"), with the Securities and Exchange
Commission (the "Commission") on July 19, 1993 and the statement on Schedule 13G
filed with the Commission on October 6, 1994, each as thereafter amended by
Amendment No. 1 on Schedule 13D filed with the Commission on February 21, 1995,
Amendment No. 2 on Schedule 13D filed with the Commission on June 21, 1995 and
Amendment No. 3 on Schedule 13D filed with the Commission on August 2, 1995 (as
so amended, the "Schedule 13D").
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $0.01 par value ("Common
Stock"), of Genzyme Transgenics Corporation (the "Issuer"). The principal
executive offices of the Issuer are located at One Mountain Road, Framingham,
Massachusetts 01701.
ITEM 2. IDENTITY AND BACKGROUND.
Genzyme is a publicly-held, diversified human health care products company
with its principal place of business located at One Kendall Square, Cambridge,
Massachusetts 02139.
Set forth as Exhibit 1 to this Schedule 13D 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.
For each acquisition of Common Stock described herein, the source of funds
was Genzyme's working capital. The method of each acquisition is described in
Item 4.
Page 3 of 11
<PAGE> 5
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer was incorporated in February 1993. In May 1993, Genzyme
transferred to the Issuer certain assets and liabilities and entered into
certain agreements with the Issuer relating to Genzyme's transgenics business in
exchange for 4,000,000 shares of the Issuer's Common Stock, which constituted
all of the Issuer's then outstanding capital stock. In July 1993, the Issuer
completed an initial public offering of 1,500,000 shares of Common Stock,
reducing Genzyme's ownership to approximately 73%.
As previously reported, Genzyme's ownership was further reduced to 40.5%
as a result of the issuance of 4,367,601 shares of Common Stock by the Issuer on
September 30, 1994.
Also as previously reported, on February 7, 1995, Genzyme acquired 500,000
additional shares of Common Stock upon exercise by the Issuer of its rights
under a Common Stock Put Agreement dated July 8, 1993. Such acquisition
increased Genzyme's interest in the Issuer to 43.3%.
Also as previously reported, Genzyme extended a revolving line of credit
of up to $6,300,000 to the Issuer. On June 8, 1995, pursuant to a Common Stock
Purchase Agreement, Genzyme cancelled $3,999,999 of indebtedness under such
agreement and the Issuer's Promissory Note thereunder in exchange for 1,333,333
shares of the Issuer's Common Stock, thereby increasing Genzyme's interest in
the Issuer to 49.0%.
Also as previously reported, on July 3, 1995, the Issuer acquired all of
the outstanding capital stock of BioDevelopment Laboratories, Inc. ("BDL"). In
connection with the acquisition of BDL, Genzyme entered into a Securities
Exchange Agreement with the Issuer, pursuant to which Genzyme acquired 475,467
of the 1,207,088 shares of common stock issued by the Issuer to the stockholders
of BDL in exchange for 33,945 shares of Genzyme General Stock. As a result,
Genzyme's interest in the Issuer was reduced to 48.2%.
Also as previously reported, on July 3, 1995, Genzyme acquired a warrant
to purchase 145,000 shares of the Issuer's Common Stock in exchange for its
guaranty of the Issuer's obligations under a $7,500,000 revolving credit
facility with a commercial bank. This warrant is exercisable from the date of
issuance to July 2005 at a price of $2.84375, which price was calculated equal
to the average closing price of the Issuer's Common Stock as reported on the
Nasdaq National Market System over the ten-day trading period immediately
preceding issuance of the warrant.
On March 29, 1996, the Issuer and Genzyme entered into a Convertible Debt
and Development Funding Agreement which was subsequently amended as of May 3,
1996 (the "Convertible Debt Agreement"). The Convertible Debt Agreement provided
for the borrowing by the Issuer of up to $10,000,000 from Genzyme on a revolving
credit basis. The borrowings were convertible into Common Stock at Genzyme's
option at any time, and at the Issuer's option once each fiscal quarter to the
extent necessary, in the reasonable judgment of the Issuer, to
Page 4 of 11
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cause the Issuer's tangible net worth as determined at the end of such fiscal
quarter to be not less than $4,000,000 nor more than $4,200,000. In either case,
the conversion price was equal to the average closing price of the Issuer's
Common Stock over the twenty trading day period ending two days prior to the
date of conversion.
On March 29, 1996, the Issuer exercised its option to convert $150,000 of
outstanding indebtedness under the Convertible Debt Agreement into 26,244 shares
of Common Stock at a price of $5.715 per share. On June 30, 1996, the Issuer
exercised its option to convert and additional $1,523,000 of indebtedness into
193,321 shares at a price of $7.878 per share. Following completion of the
public offering described in the next paragraph, the line of credit under the
Convertible Debt Agreement will be terminated and all outstanding indebtedness
under such agreement (approximately $1.4 million) will be repaid.
On August 5, 1996, the Issuer completed an underwritten public offering of
3,000,000 shares of its Common Stock. Genzyme purchased 900,000 shares from the
underwriters of such offering at the public offering price of $4.00 per share.
Upon completion of the public offering, Genzyme owns beneficially 45% of the
Issuer's outstanding Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the transactions described in Item 4, Genzyme beneficially
owns 7,573,365 shares of the Issuer's Common Stock (including shares issuable
upon exercise of the warrant described in Item 4), representing 45% of the
outstanding shares of Common Stock of the Issuer as of June 30, 1996. Pursuant
to a resolution adopted by Genzyme's Board of Directors on March 14, 1996, each
of the President, the Senior Vice President, Finance and the Senior Vice
President and General Counsel of Genzyme is authorized to vote all shares of the
Issuer's Common Stock owned by Genzyme.
<TABLE>
The following table and footnotes set forth certain information regarding
the beneficial ownership of the Issuer's Common Stock by directors and executive
officers of Genzyme as of June 30, 1996:
<CAPTION>
Shares of Common Stock
Beneficial Owner Beneficially Owned (1)
---------------- ----------------------
Shares Percent
------ -------
<S> <C> <C>
Henri A. Termeer............................... 7,590,865(2) 45
Henry E. Blair................................. 7,000(3) *
Alan E. Smith.................................. 8,000(4) *
Gregory D. Phelps.............................. 4,000(4) *
- ----------
<FN>
* Indicates less than 1%.
</TABLE>
Page 5 of 11
<PAGE> 7
(1) Unless otherwise indicated in these footnotes, each stockholder has sole
voting and investment power with respect to the shares listed in the table.
(2) Includes (i) 8,000 shares subject to stock options currently exercisable
or exercisable within the 60 day period following June 30, 1996 and (ii)
7,573,365 shares owned by Genzyme, as to which Mr. Termeer disclaims beneficial
ownership.
(3) Includes 6,000 shares subject to stock options currently exercisable or
exercisable within the 60-day period following June 30, 1996.
(4) Represents shares subject to stock options currently exercisable or
exercisable within the 60-day period following June 30, 1996.
Other than the pursuant to the transactions described in Item 4, neither
Genzyme nor any director or executive officer of Genzyme has acquired or
disposed of any shares of Common Stock of the Issuer during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to a resolution adopted by Genzyme's Board of Directors on March
14, 1996, each of the President, the Senior Vice President, Finance and the
Senior Vice President and General Counsel of Genzyme is authorized to vote all
shares of the Issuer's Common Stock owned by Genzyme. Genzyme also has
registration rights with respect to its shares of the Issuer's Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Directors and Executive Officers of Genzyme.
Exhibit 2: Warrant to purchase Common Stock, dated July 3, 1995. Filed
August 2, 1995 as Exhibit 3 to Amendment No. 3 to this
Schedule 13D and incorporated herein by reference.
Exhibit 3: Convertible Debt and Development Funding Agreement dated as
of March 29, 1996. Filed as Exhibit 10.31 to the Issuer's
annual report on Form 10-K for the year ended December 31,
1995 (File No. 0-21794) and incorporated herein by reference.
Exhibit 4: First Amendment to Convertible Debt and Development Funding
Agreement, dated as of May 3, 1996. Filed as Exhibit 10.31.2
to the Issuer's registration statement on Form S-1 (File No.
333-05843) filed June 12, 1996 and incorporated herein by
reference.
Page 6 of 11
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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: August 6, 1996 GENZYME CORPORATION
By: /s/ David J. McLachlan
-------------------------------------
David J. McLachlan
Senior Vice President, Finance and
Chief Financial Officer
Page 7 of 11
<PAGE> 9
EXHIBIT INDEX
PAGE
----
Exhibit 1 Directors and Executive Officers of Genzyme. 9
Exhibit 2: Warrant to purchase Common Stock, dated July 3, 1995. Filed
August 2, 1995 as Exhibit 3 to Amendment No. 3 to this Schedule 13D
and incorporated herein by reference.
Exhibit 3: Convertible Debt and Development Funding Agreement, dated as of
March 29, 1996. Filed as Exhibit 10.31 to the Issuer's annual report
on Form 10-K for the year ended December 31, 1995 (File No. 0-21794)
and incorporated herein by reference.
Exhibit 4: First Amendment to Convertible Debt and Development Funding
Agreement, dated as of May 3, 1996. Filed as Exhibit 10.31.2 to the
Issuer's registration statement on Form S-1 (File No. 333-05843)
filed June 12, 1996 and incorporated herein by reference.
Page 8 of 11
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EXHIBIT 1
Directors of Genzyme
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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 9 of 11
<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
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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 10 of 11
<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 11 of 11
