<PAGE> 1
As filed with the Securities and Exchange Commission on July 23, 1999
REGISTRATION NO. 333-33265
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------------
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 06-1047163
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices)
----------------------------------
1988 DIRECTOR STOCK OPTION PLAN
1998 DIRECTOR STOCK OPTION 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:
PAUL M. KINSELLA, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
----------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY STATEMENT
The Registrant hereby amends its Registration Statement on Form S-8 (File
No. 333-33265) filed with the Securities and Exchange Commission on August 8,
1997, to reflect the merger of the Registrant's 1988 Director Stock Option Plan
(the "1988 Plan") with and into the Registrant's 1998 Director Stock Option Plan
(the "1998 Plan"). As of the date of termination of the 1988 Plan, 209,600
shares of Genzyme General Division Common Stock, 24,818 shares of Genzyme Tissue
Repair Division Common Stock and 53,800 shares of Genzyme Molecular Division
Common Stock that had been previously registered had not been issued under the
1988 Plan. The 1998 Plan was effective as of March 6, 1998, the date on which it
was approved by the Registrant's Board of Directors.
<PAGE> 3
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 be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this
23rd day of July, 1999.
GENZYME CORPORATION
By: /s/ Michael S. Wyzga
-----------------------------------------
Michael S. Wyzga
Senior Vice President and
Chief Financial Officer
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>
* Principal Executive July 23, 1999
- ---------------------------------------- Officer and Director
Henri A. Termeer
/s/ Michael S. Wyzga Principal Financial and July 23, 1999
- ---------------------------------------- Accounting Officer
Michael S. Wyzga
* Director July 23, 1999
- ----------------------------------------
Constantine E. Anagnostopoulos
* Director July 23, 1999
- ----------------------------------------
Douglas A. Berthiaume
* Director July 23, 1999
- ----------------------------------------
Henry E. Blair
* Director July 23, 1999
- ----------------------------------------
Robert J. Carpenter
* Director July 23, 1999
- ----------------------------------------
Charles L. Cooney
* Director July 23, 1999
- ----------------------------------------
Henry R. Lewis
*By: /s/ Peter Wirth July 23, 1999
------------------------------------
Peter Wirth
Attorney-in-Fact
</TABLE>
