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As filed with the Securities and Exchange Commission on September 1, 1999.
Registration No. 333-64901
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENZYME CORPORATION
(Exact name of registrant as specified in charter)
Massachusetts 06-1047163
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number
One Kendall Square, Cambridge, Massachusetts 02139 (617) 252-7500
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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PETER WIRTH, ESQ.
Executive Vice President and Chief Legal Officer
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 copies to
PAUL M. KINSELLA, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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Genzyme Corporation's Registration Statement on Form S-3 (File No.
333-64901) registered 787,060 shares of Genzyme General Division Common Stock,
$0.01 par value per share, issuable upon the conversion of $21.2 million of
convertible debentures. This registration statement relates to resales by the
securityholders named in the prospectus. Pursuant to Rule 416, this registration
statement is deemed to cover 28,600 additional shares issuable upon conversion
of the convertible debentures because of reductions in the conversion price
resulting from two stock dividends. None of the registered shares have been
sold. The shares are now eligible for sale pursuant to Rule 144(k). This
Post-Effective Amendment is filed to deregister the shares.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cambridge, Commonwealth of
Massachusetts, on September 1, 1999.
GENZYME CORPORATION
By: /S/ Michael S. Wyzga
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Michael S. Wyzga
Senior Vice President and
Chief Financial Officer
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