<PAGE> 1
As filed with the Securities and Exchange Commission on July 23, 1999
REGISTRATION NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
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)
----------------------------------
DIRECTOR'S DEFERRED COMPENSATION 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
----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------- -------------------- -------------------- --------------------- ------------------
Proposed maximum Proposed maximum
Title of each class of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per share(2) price registration fee
- ----------------------------------- -------------------- -------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Genzyme Surgical Products 50,000 shares $6.2812 $314,060 $87.31
Division Common Stock, $0.01 par
value
- ----------------------------------- -------------------- -------------------- --------------------- ------------------
</TABLE>
(1) Plus such additional number of shares of Genzyme Surgical Products Division
Common Stock (the "GZSP Stock") as are required for issuance upon a stock
split, stock dividend or similar transaction. Includes associated purchase
rights which currently are evidenced by certificates for shares of GZSP
Stock and automatically trade with such shares.
(2) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h)(1). The proposed maximum offering price
per share indicated equals the last per share sale price of the GZSP Stock
on July 20, 1999 as reported by the Nasdaq National Market.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) Genzyme Corporation's Annual Report on Form 10-K filed with the
Commission on March 31, 1999 (except for pages 2-31 of Exhibit 13.1, which
financial statements have been restated and filed with the Commission on Form
8-K on June 30, 1999), as amended by Form 10-K/A filed with the
Commission on June 30, 1999.
(b) Genzyme Corporation's Quarterly Report on Form 10-Q filed with the
Commission on May 17, 1999 (except for pages 4-9 and 26-28 (to the extent such
discussion relates to Genzyme General Division), which financial
statements and related discussion have been restated and filed with the
Commission on Form 8-K on June 30, 1999).
(c) Genzyme Corporation's Current Reports on Form 8-K filed with the
Commission on March 17, 1999, June 11, 1999, and June 30, 1999.
(d) The description of the Genzyme Surgical Products Division Common
Stock ("GZSP Stock") and GZSP Stock Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A filed on June 11, 1999,
including any further 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(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment that indicates that all shares
of GZSP Stock offered hereunder have been sold or which deregisters all shares
of GZSP 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.
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 Genzyme the power to indemnify any director, officer, employee or agent
to whatever extent permitted by Genzyme's Articles of Organization, By-Laws or a
vote adopted by the holders of a majority of the shares entitled to vote
thereon, unless the proposed indemnitee has been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that his or her actions
were in the best interests of the corporation or, 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 Genzyme 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 or she shall be adjudicated to be not entitled to indemnification under
the statute.
<PAGE> 3
Article VI of Genzyme's By-Laws provides that Genzyme 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 or she may become involved by reason of his or her serving or having
served in such capacity (other than a proceeding voluntarily initiated by such
person unless he or she is successful on the merits, the proceeding was
authorized by the corporation or the proceeding seeks a declaratory judgment
regarding his or her own conduct); provided that no indemnification shall be
provided for any such person with respect to any matter as to which he or she
shall have been finally adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that his or her action was in the best interests
of Genzyme or, to the extent such matter relates to service with respect to any
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan; and provided, further, that as to
any matter disposed of by a compromise payment by such person, pursuant to a
consent decree or otherwise, the payment and indemnification thereof have been
approved by Genzyme, which approval shall not unreasonably be withheld, or by a
court of competent jurisdiction. Such indemnification shall include payment by
Genzyme 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 or she 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.
Genzyme also has in place agreements with certain officers and directors
which affirm Genzyme'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 Genzyme's By-Laws.
Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its articles of
organization, eliminate a director's personal liability to the corporation and
its stockholders for monetary damages for breaches of fiduciary duty, except in
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. Section VI.C.5. of
Genzyme's 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.
2
<PAGE> 4
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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
(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) The undersigned Registrant hereby undertakes 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
3
<PAGE> 5
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.
4
<PAGE> 6
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
30th day of June, 1999.
GENZYME CORPORATION
By: /s/ Michael S. Wyzga
-------------------------------------------------
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henri A. Termeer Principal Executive June 30, 1999
- ----------------------------------------- Officer and Director
Henri A. Termeer
/s/ Michael S. Wyzga Principal Financial and June 30, 1999
- ----------------------------------------- Accounting Officer
Michael S. Wyzga
/s/ Constantine E. Anagnostopoulos Director June 30, 1999
- -----------------------------------------
Constantine E. Anagnostopoulos
/s/ Douglas A. Berthiaume Director June 30, 1999
- -----------------------------------------
Douglas A. Berthiaume
/s/ Henry E. Blair Director June 30, 1999
- -----------------------------------------
Henry E. Blair
/s/ Robert J. Carpenter Director June 30, 1999
- -----------------------------------------
Robert J. Carpenter
/s/ Charles L. Cooney Director June 30, 1999
- -----------------------------------------
Charles L. Cooney
/s/ Henry R. Lewis Director June 30, 1999
- -----------------------------------------
Henry R. Lewis
</TABLE>
5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
* 4.1 Restated Articles of Organization of Genzyme, as amended. Filed as
Exhibit 1 to Genzyme's Registration Statement on Form 8-A filed with
the Commission on June 18, 1997, and incorporated herein by reference.
* 4.2 By-laws of Genzyme. Filed as Exhibit 3.2 to Genzyme's Form 8-K dated
December 31, 1991, and incorporated herein by reference.
* 4.3 Indenture, dated as of May 22, 1998, between Genzyme and State Street
Bank and Trust Company, as Trustee, including the form of Note. Filed
as Exhibit 4.3 to Genzyme's Registration Statement on Form S-3 (File
No. 333-59513) and incorporated herein by reference.
* 4.4 Registration Rights Agreement, dated as of May 19, 1998, among
Genzyme, Credit Suisse First Boston Corporation, Goldman, Sachs & Co.
and Cowen & Company. Filed as Exhibit 4.4 to Genzyme Registration
Statement on Form S-3 (File No. 333-59513) and incorporated herein by
reference.
* 4.5 Purchase Agreement, dated as of May 19, 1998, among Genzyme, Credit
Suisse First Boston Corporation, Goldman, Sachs & Co. and Cowen &
Company. Filed as Exhibit 4.5 to Genzyme's Registration Statement on
Form S-3 (File No. 333-59513) and incorporated herein by reference.
* 4.6 Series Designation for Genzyme Molecular Oncology Division Common
Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's Registration
Statement on Form 8-A filed with the Commission on June 18, 1997, and
incorporated herein by reference.
* 4.7 Series Designation for the Series A, Series B, Series C and Series D
Junior Participating Preferred Stock, $.01 par value, of Genzyme.
Filed as Exhibit 2 to Amendment No. 1 to Genzyme's Registration
Statement on Form 8-A filed with the Commission on June 11, 1999, and
incorporated herein by reference.
* 4.8 Amended and Restated Registration Rights Agreement, dated as of June
10, 1999, between Genzyme and American Stock Transfer and Trust
Company. Filed as Exhibit 4 to Amendment No. 1 to Genzyme's
Registration Statement on Form 8-A dated June 11, 1999, and
incorporated herein by reference.
* 4.9 Warrant issued to Richard Warren, Ph.D. Filed as Exhibit 4 to the Form
8-K of IG Laboratories, Inc. dated October 11, 1990 (File No.
0-18439), and incorporated herein by reference.
* 4.10 Genzyme Common Stock Purchase Warrant No. A-1 dated July 31, 1997
issued to Canadian Medical Discoveries Fund, Inc. ("CMDF"). Filed as
Exhibit 10.2 to Genzyme's Form 10-Q for the quarter ended September
30, 1997, and incorporated herein by reference.
* 4.11 Genzyme Common Stock Purchase Warrant No. A-2 dated July 31, 1997
issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form 10-Q for the
quarter ended September 30, 1997, and incorporated herein by
reference.
* 4.12 Genzyme Common Stock Purchase Warrant No. A-3 dated July 31, 1997
issued to CMDF. Filed as Exhibit 10.4 to Genzyme's Form 10-Q for the
quarter ended September 30, 1997, and incorporated herein by
reference.
* 4.13 Registration Rights Agreement, dated as of July 31, 1997, by and
between Genzyme and CMDF. Filed as Exhibit 10.1 to Genzyme's Form 10-Q
for the quarter ended September 30, 1997, and incorporated herein by
reference.
* 4.14 Form of Genzyme General Division Convertible Debenture, dated August
29, 1998, including a schedule with respect thereto filed pursuant to
Instruction 2 to Item 601 of Regulation S-K. Filed as Exhibit 4.15 to
Genzyme's Registration Statement on Form S-3 (File No. 333-64901), and
incorporated herein by reference.
* 4.15 Registration Rights Agreement, dated as of August 29, 1997, by and
among Genzyme and the entities listed on the signature pages thereto.
Filed as Exhibit 10.8 to Genzyme's Form 10-Q for the quarter ended
September 30, 1997, and incorporated herein by reference.
* 4.16 Warrant Agreement between Genzyme and Comdisco, Inc. Filed
as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. (Filed
No. 0-20138), and incorporated herein by reference.
* 4.17 Form of Genzyme Corporation Convertible Note dated
February 28, 1997 issued to Credit Suisse First Boston
(Hong Kong) Ltd. Filed as Exhibit 4.14 to Genzyme's Form
10-K/A for the year ended December 31, 1997 filed with the
Commission on April 27, 1998, and incorporated herein by
reference.
* 4.18 Series Designation for Genzyme Surgical Products Division
Common Stock, $.01 par value. Filed as Exhibit 2 to
Genzyme's Registration Statement on Form 8-A filed with
the Commission on June 11, 1999, and incorporated herein
by reference.
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).
<FN>
* Indicates exhibit previously filed with the Securities
and Exchange Commission and incorporated herein by
reference. Exhibits filed with the Forms 10-K, 10-K/A,
8-K, or 8-A of Genzyme Corporation were filed under
Commission File No. 0-14680.
</FN>
</TABLE>
<PAGE> 1
Exhibit 5
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02018
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
July 23, 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 50,000 shares of Genzyme Surgical Products
Division Common Stock, $0.01 par value (the "Shares"), offered pursuant to the
provisions of the Company's Director's Deferred Compensation 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
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Genzyme Corporation for its Director's Deferred
Compensation Plan of: our reports dated February 23, 1999 relating to the
financial statements and financial statement schedules of Genzyme Corporation,
Genzyme Tissue Repair and Genzyme Molecular Oncology which appear in Genzyme
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998;
our report dated June 9, 1999 relating to the financial statements and financial
statement schedule of Genzyme Surgical Products which appears in Genzyme
Corporation's Form 8-K as filed on June 11, 1999; our report dated June 28, 1999
relating to the financial statements and financial statement schedule of Genzyme
General which appears in Genzyme Corporation's Form 8-K as filed on June 30,
1999; and our report dated June 16, 1999 relating to the financial statements of
the Genzyme Retirement Savings Plan which appears in Genzyme Corporation's Form
10-K/A as filed on June 30, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
July 23, 1999
