<PAGE> 1
As filed with the Securities and Exchange Commission on September 23, 1998
REGISTRATION NO. 333- __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
PETER WIRTH, ESQ.
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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered share price registration fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Genzyme General Division
Common Stock, $0.01 par value 250,000 shares $29.6875(1) $7,421,875 $2,189.45
- ----------------------------------------------------------------------------------------------------------------
Genzyme Tissue Repair Division
Common Stock, $0.01 par value 350,000 shares $3.00(1) $1,050,000 $ 309.75
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high and
low sale prices on September 17, 1998 for both the Genzyme General Division
Common Stock ("GGD Stock"), and the Genzyme Tissue Repair Division Common
Stock ("GTR Stock"), each as reported by the Nasdaq National Market System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT REGARDING INCORPORATION OF INFORMATION
BY REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on August 8, 1997 (File No. 333-33291) relating to the registration
of 500,000 shares of Genzyme General Division Common Stock, $.01 par value (the
"GGD Stock"), 500,000 shares of Genzyme Tissue Repair Division Common Stock,
$0.01 par value (the "GTR Stock") and 500,000 shares of Genzyme Molecular
Oncology Division Common Stock, $.01 par value (the "GMO Stock"), authorized for
issuance under the Company's 1990 Employee Stock Purchase Plan is incorporated
by reference in its entirety in this Registration Statement. This Registration
Statement provides for the registration of an additional 250,000 shares of GGD
Stock and 350,000 shares of GTR Stock authorized for issuance under the
Company's 1990 Employee Stock Purchase Plan by the Company's Board of Directors
on March 6, 1998 and approved by the Company's shareholders on May 28, 1998.
ITEM 8. EXHIBITS.
See Exhibit Index immediately following the signature page.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 22
day of September, 1998.
GENZYME CORPORATION
By: /s/ David J. McLachlan
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David J. McLachlan
Executive Vice President, Finance
and Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Genzyme Corporation,
hereby severally constitute and appoint Henri A. Termeer, David J. McLachlan,
Evan M. Lebson and Peter Wirth, and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to sign
any and all amendments to this Registration Statement on Form S-8 including any
post-effective amendments thereto), and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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 President, Chief Executive September 22, 1998
- ---------------------------------- Officer and Director
Henri A. Termeer (Principal Executive Officer)
/s/ David J. McLachlan Executive Vice President, September 22, 1998
- ---------------------------------- Finance and Chief Financial
David J. McLachlan Officer (Principal Financial
and Accounting Officer)
/s/ Constantine E. Anagnostopoulos Director September 22, 1998
- ----------------------------------
Constantine E. Anagnostopoulos
/s/ Douglas A. Berthiaume Director September 22, 1998
- ----------------------------------
Douglas A. Berthiaume
/s/ Henry E. Blair Director September 22, 1998
- ----------------------------------
Henry E. Blair
/s/ Robert J. Carpenter Director September 22, 1998
- ----------------------------------
Robert J. Carpenter
/s/ Charles L. Cooney Director September 22, 1998
- ----------------------------------
Charles L. Cooney
/s/ Henry R. Lewis Director September 22, 1998
- ----------------------------------
Henry R. Lewis
</TABLE>
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
5 Opinion of Palmer & Dodge LLP as to the legality of the
securities registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5).
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Exhibit 5
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
September 23, 1998
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Genzyme
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), on or
about the date hereof. The Registration Statement relates to 250,000 shares of
Genzyme General Division Common Stock, $0.01 par value and 350,000 shares of
Genzyme Tissue Repair Division Common Stock, $0.01 par value (collectively, the
"Shares"), offered pursuant to the provisions of the Company's 1990 Employee
Stock Purchase 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, 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 of Genzyme Corporation for its 1990 Employee Stock Purchase Plan of our
reports dated February 27, 1998 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, the combined financial statements and financial statement schedule of
Genzyme Tissue Repair Division and the combined financial statements of Genzyme
Molecular Oncology Division as of December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997, which reports are included in
Genzyme Corporation's 1997 Annual Report on Form 10-K, as amended.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
September 22, 1998
