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As filed with the Securities and Exchange Commission on April 16, 1997
Registration No. 33-8881
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 06-1047163
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices)
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1990 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
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HENRI A. TERMEER, PRESIDENT
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
(617) 252-7500
(Name, address and telephone number of agent for service)
with copies to:
MAUREEN P. MANNING, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
On December 20, 1991, the stockholders of Genzyme Corporation, a
Delaware corporation ("Genzyme-Delaware"), approved the reincorporation in
Massachusetts by means of a merger of Genzyme-Delaware with and into its
wholly-owned Massachusetts subsidiary, which merger was effected on December 30,
1991. By this amendment, Genzyme Corporation, a Massachusetts corporation (the
"Registrant"), hereby adopts this Registration Statement as its own for all
purposes of the Securities Act of 1933 (the "Securities Act") and the Securities
Exchange Act of 1934 (the "Exchange Act"), each as amended. This adoption is as
of December 30, 1991 and is made pursuant to Rule 414(d) under the Securities
Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated
herein by reference:
(a) The Registrant's annual report on Form 10-K for the year ended
December 31, 1996.
(b) All other reports of the registrant filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1996.
(c) The description of the Registrant's General Division Common Stock
contained in the Registrant's Registration Statement on Form 8-B filed on
February 28, 1992, as amended by Form 8-B/A filed on March 31, 1995, including
any further amendment or report filed hereafter for the purpose of updating such
description.
(d) The description of the Registrant's General Division Common Stock
Purchase Rights contained in the Registrant's Registration Statement on Form 8-A
filed on March 23, 1989, as amended by Form 8-A/A filed on November 28, 1994,
including any further amendment or report filed hereafter for the purpose of
updating such description.
(e) The description of the Registrant's Tissue Repair Division Common
Stock filed in the Registrant's Registration Statement on Form 8-A filed on
September 9, 1994, as amended by Form 8-A/A filed on December 14, 1994,
including any further amendment or report filed hereafter for the purpose of
updating such description.
(f) The description of the Registrant's Tissue Repair Division Common
Stock Purchase Rights contained in the Registrant's Registration Statement on
Form 8-A filed on November 28, 1994, including any amendment or report filed
hereafter for the purpose of updating such description.
All documents filed after the date of this Registration Statement by
the Registrant pursuant to Section 13(a), 13(d), 14 and 15(d) of the Exchange
Act and prior to the filing of a post-effective amendment that indicates that
all shares of General Division Common Stock ("General Stock") and Tissue Repair
Division Common Stock ("TR Stock") offered hereunder have been sold or which
deregisters all shares of General Stock and TR Stock remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.
Item 4. Description of Securities.
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 67 of chapter 156B of the Massachusetts Business Corporation
Law grants the Registrant the power to indemnify any director, officer, employee
or agent to whatever extent permitted by the Registrant's Restated Articles of
Organization, Bylaws or a vote adopted by the holders of a majority of the
shares entitled to vote thereon, if such indemnitee acted (a) in good faith in
the reasonable belief that his action was in the best interests of the
corporation or (b) 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 the Registrant 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 shall be adjudicated to be not
entitled to indemnification under the statute.
Article VI of the Registrant's Bylaws provides that the Registrant
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 may become involved by reason of his serving or
having served in such capacity (other than a proceeding voluntarily initiated by
such person unless he is successful on the merits, the proceeding was authorized
by the corporation or the proceeding seeks a declaratory judgment regarding his
own conduct). Such indemnification shall include payment by the Registrant 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 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.
The Registrant also has in place agreements with certain officers and
directors which affirm the Registrant'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 Bylaws.
Section 13(b)(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
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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. Article VI.C.5 of the
Registrant's Restated 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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index immediately following the signature page.
Item 9. 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.
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(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) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 provisions referred to in Item 6
hereof, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Cambridge,
Commonwealth of Massachusetts, on this 16th day of April, 1997.
GENZYME CORPORATION
By /s/ Henri A. Termeer
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Henri A. Termeer, President
Pursuant to the requirements of the Securities Act of 1933,
Post-Effective Amendment No. 1 to this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henri A. Termeer Director and Principal April 16, 1997
- ------------------------------------------ Executive Officer
Henri A. Termeer
/s/ David J. McLachlan Principal Financial and April 16, 1997
- ------------------------------------------ Accounting Officer
David J. McLachlan
/s/ Constantine E. Anagnostopoulos Director April 16, 1997
- ------------------------------------------
Constantine E. Anagnostopoulos
/s/ Douglas A. Berthiaume Director April 16, 1997
- ------------------------------------------
Douglas A. Berthiaume
/s/ Henry E. Blair Director April 16, 1997
- ------------------------------------------
Henry E. Blair
/s/ Robert J. Carpenter Director April 16, 1997
- ------------------------------------------
Robert J. Carpenter
/s/ Charles L. Cooney Director April 16, 1997
- ------------------------------------------
Charles L. Cooney
/s/ Henry R. Lewis Director April 16, 1997
- ------------------------------------------
Henry R. Lewis
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT Page
NUMBER Description Number
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<S> <C> <C>
5.1 Opinion of Palmer & Dodge LLP as to the legality of the 9
securities registered hereunder.
23.1 Consent of Coopers & Lybrand L.L.P., independent 10
accountants. Filed herewith.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit *
5.1).
99.1 Genzyme Corporation 1990 Equity Incentive Plan, as *
amended through May 16, 1996. Filed as Exhibit 99.1 to
the Company's Registration Statement on Form S-8 (File
No. 333-10003) and incorporated herein by reference.
</TABLE>
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Exhibit 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02018
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
April 16, 1997
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
We are rendering this opinion in connection with Registration Statement
No. 33-8881 (the "Registration Statement") relating to shares of the General
Division Common Stock, $0.01 par value, and Tissue Repair Division Common Stock,
$0.01 par value (collectively, the "Shares"), of Genzyme Corporation (the
"Company"), offered pursuant to the provisions of the Company's 1990 Equity
Incentive Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with authorization, issuance and sale of the Shares. We
have examined all such documents as we consider necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under Item 5 thereof.
Very truly yours,
/s/ Palmer & Dodge LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 33-8881) of Genzyme Corporation for its 1990 Equity Incentive
Plan of our reports dated February 27, 1997 on our audits of the consolidated
financial statements and financial statement schedule of Genzyme Corporation,
the combined financial statements and financial statement schedule of Genzyme
General Division and the combined financial statements and financial statement
schedule of Genzyme Tissue Repair Division all as of December 31, 1995 and 1996
and for each of the three years in the period ended December 31, 1996, which
reports are included in Genzyme Corporation's 1996 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
April 16, 1997
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