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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENZYME CORPORATION
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(Exact name of Registrant as Specified in its Charter)
MASSACHUSETTS 06-1047163
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
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ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a If this Form relate to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective upon of the Exchange Act and is effective pursuant
filing pursuant to General Instruction A.(c), to General Instruction A.(d), please check the
please check the following box. [ ] following box. [X]
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Securities Act registration statement file number to which this form
relates:
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(If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
GGD STOCK PURCHASE RIGHTS
GTR STOCK PURCHASE RIGHTS
GMO STOCK PURCHASE RIGHTS
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Pursuant to the Renewed Rights Agreement dated as of March 16, 1999 between
Genzyme Corporation and American Stock Transfer & Trust Company, as Rights
Agent, each outstanding share of Genzyme General Division Common Stock, Genzyme
Tissue Repair Division Common Stock and Genzyme Molecular Oncology Division
Common Stock also represents one preferred stock purchase right (a "GGD Stock
Purchase Right," "GTR Stock Purchase Right" and "GMO Stock Purchase Right,"
respectively, and, collectively, the "Rights"). The description of the Rights is
contained in the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "Commission") on March 17, 1999, which
is incorporated herein by reference.
The Rights being registered hereby replace the preferred stock purchase
rights that expire on March 28,1999 and which were registered on the
Registrant's Registration Statement on Form 8-A filed with the Commission on
June 18, 1997.
ITEM 2. EXHIBITS.
1. Restated Articles of Organization of the Registrant. Filed as
Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed
with the Commission on June 18, 1997, and incorporated herein by
reference.
2. Series Designation for the Series A, Series B and Series C
Junior Participating Preferred Stock of the Registrant. Filed as
Exhibit 3 to the Registrant's Registration Statement on Form 8-A filed
with the Commission on June 18, 1997, and incorporated herein by
reference.
3. By-Laws of the Registrant. Filed as Exhibit 3.2 to the
Registrant's Current Report on Form 8-K dated December 31, 1991 (File
No. 0-14680), and incorporated herein by reference.
4. Renewed Rights Agreement dated as of March 28, 1999 between
the Registrant and American Stock Transfer & Trust Company. Filed as
Exhibit 4 to the Registrant's Current Report on Form 8-K filed with
the Commission on March 17, 1999, and incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
GENZYME CORPORATION
Date: March 25, 1999 By: /s/ Peter Wirth
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Name: Peter Wirth
Title: Executive Vice President
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EXHIBIT NO. DESCRIPTION
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1. Restated Articles of Organization of the Registrant. Filed as
Exhibit 1 to the Registrants Registration Statement on Form 8-A
filed with the Commission on June 18, 1997, and incorporated
herein by reference.
2. Series Designation for the Series A, Series B and Series C Junior
Participating Preferred Stock of the Registrant. Filed as Exhibit
3 to the Registrants Registration Statement on Form 8-A filed
with the Commission on June 18, 1997, and incorporated herein by
reference.
3. By-Laws of the Registrant. Filed as Exhibit 3.2 to the
Registrant's Current Report on Form 8-K dated December 31, 1991
(File No. 0-14680), and incorporated herein by reference.
4. Renewed Rights Agreement dated as of March 28, 1999 between the
Registrant and American Stock Transfer & Trust Company. Filed as
Exhibit 4 to the Registrant's Current Report on Form 8-K filed
with the Commission on March 17, 1999, and incorporated herein by
reference.
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