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As filed with the Securities and Exchange Commission on June 22, 1999
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)
<TABLE>
<S> <C>
MASSACHUSETTS 06-1047163
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices)
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1997 EQUITY INCENTIVE 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
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
- --------------------------------- -------------- -------------------- -------------------- ------------------
Proposed maximum Proposed maximum
Title of each class of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share price registration fee
- --------------------------------- -------------- -------------------- -------------------- ------------------
Genzyme General Division Common 700,000 shares $44.72(1) $31,304,000 $8,702.51
Stock, $0.01 par value
- --------------------------------- -------------- -------------------- -------------------- ------------------
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(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h)(1) and based upon the average of the high and
low sale prices on June 15, 1999 for the GENZ Stock 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 December 16, 1997 (File No. 333-42371) relating to the
registration of 4,000,000 shares of Genzyme General Division Common Stock, $.01
par value (the "GENZ Stock"), 2,000,000 shares of Genzyme Tissue Repair Division
Common Stock, $.01 par value, and 2,000,000 shares of Genzyme Molecular Oncology
Division Common Stock, $.01 par value, authorized for issuance under the
Company's 1997 Equity Incentive Plan is incorporated by reference in its
entirety in this Registration Statement. This Registration Statement provides
for the registration of an additional 700,000 shares of GENZ Stock authorized
for issuance under the Company's 1997 Equity Incentive Plan by the Company's
Board of Directors on March 24, 1999.
ITEM 8
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
22nd day of June, 1999.
GENZYME CORPORATION
By: /s/ Michael S. Wyzga
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Michael S. Wyzga
Senior Vice President and Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Genzyme Corporation,
hereby severally constitute and appoint Henri A. Termeer, Michael S. Wyzga, 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:
SIGNATURE TITLE DATE
/s/ Henri A. Termeer Principal Executive June 22, 1999
- ---------------------------------- Officer and Director
Henri A. Termeer
/s/ Michael S. Wyzga Principal Financial and June 22, 1999
- ---------------------------------- Accounting Officer
Michael S. Wyzga
/s/ Constantine E. Anagnostopoulos Director June 22, 1999
- ----------------------------------
Constantine E. Anagnostopoulos
/s/ Douglas A. Berthiaume Director June 22, 1999
- ----------------------------------
Douglas A. Berthiaume
/s/ Henry E. Blair Director June 22, 1999
- ----------------------------------
Henry E. Blair
/s/ Robert J. Carpenter Director June 22, 1999
- ----------------------------------
Robert J. Carpenter
/s/ Charles L. Cooney Director June 22, 1999
- ----------------------------------
Charles L. Cooney
/s/ Henry R. Lewis Director June 22, 1999
- ----------------------------------
Henry R. Lewis
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
5 Opinion of Palmer & Dodge LLP as to the legality of the
securities registered hereunder.
23.1 Consent of Pricewaterhousecoopers L.L.P., 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, Massachusetts 02018
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
June 21, 1999
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 700,000 shares of
Genzyme General Division Common Stock, $0.01 par value (the "Shares"), offered
pursuant to the provisions of the Company's 1997 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, 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.
Very truly yours,
/s/ PALMER & DODGE LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Genzyme Corporation for its 1997 Equity Incentive Plan
of our reports dated February 23, 1999 related to the financial statements and
financial statement schedules of Genzyme Corporation, Genzyme General Division,
Genzyme Tissue Repair Division and Genzyme Molecular Oncology Division, which
appear in Genzyme Corporation's 1998 Annual Report on Form 10-K.
We also hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Genzyme Corporation for its 1997 Equity Incentive Plan
of our report dated June 9, 1999 related to the financial statements and
financial statement schedule of Genzyme Surgical Products Division, which
appears in Genzyme Corporation's Current Report on Form 8-K dated June 11, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
June 21, 1999
