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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 2000
REGISTRATION NO. 333-34972
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENZYME CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MASSACHUSETTS 2836 06-1047163
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(617) 252-7500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PETER WIRTH
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)
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COPIES OF ALL CORRESPONDENCE TO:
PAUL M. KINSELLA JUSTIN P. MORREALE
PALMER & DODGE LLP BINGHAM DANA LLP
ONE BEACON STREET 150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02108 BOSTON, MASSACHUSETTS 02110
(617) 573-0100 (617) 951-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective time of the merger
contemplated by the Agreement and Plan of Merger among Genzyme Corporation,
Seagull Merger Corporation, and Biomatrix, Inc., dated as of March 6, 2000, as
amended, which is attached as Annex A to the joint proxy statement/prospectus
forming a part of the Registration Statement to which this Post-Effective
Amendment No. 1 relates.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. /X/ REGISTRATION NO. 333-34972
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This Post-Effective Amendment No. 1 to Registration Statement on Form
S-4 (No. 333-34972) is filed pursuant to Rule 462(d) solely to file updated
exhibits and amend the exhibit index to such Registration Statement. This
Post-Effective Amendment No. 1 does not change any of the information included
in Part I or Part II of such Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this Post-Effective Amendment No. 1 to this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Cambridge, Commonwealth of Massachusetts, as of November 9, 2000.
Genzyme Corporation
By: /s/ Michael S. Wyzga
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Michael S. Wyzga
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement has been signed by
the following persons in the capacities indicated on November 9, 2000.
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SIGNATURE TITLE
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Principal Executive
/s/ Henri A. Termeer* Officer and Director
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Henri A. Termeer
/s/ Michael S. Wyzga
--------------------------------------- Principal Financial and
Michael S. Wyzga Accounting Officer
/s/ Constantine E. Anagnostopoulos* Director
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Constantine E. Anagnostopoulos
/s/ Douglas A. Berthiaume* Director
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Douglas A. Berthiaume
/s/ Henry E. Blair* Director
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Henry E. Blair
/s/ Robert J. Carpenter* Director
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Robert J. Carpenter
/s/ Charles L. Cooney* Director
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Charles L. Cooney
--------------------------------------- Director
Victor J. Dzau
*By: /s/ Michael S. Wyzga
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Michael S. Wyzga
Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
NO.
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2.1 Agreement and Plan of Merger, dated as of March 6, 2000, among
Genzyme Corporation, Seagull Merger Sub and Biomatrix, Inc. as
amended through October 25, 2000 (attached as Appendix A to the joint
proxy statement/prospectus contained in this registration statement).
2.2 Agreement and Plan of Merger, dated as of September 11, 2000, between
Genzyme Corporation and GelTex Pharmaceuticals, Inc. Filed as Exhibit
99.1 to Genzyme's Current Report on Form 8-K filed with the
Commission on September 12, 2000, and incorporated herein by
reference.
3.1 Amended and Restated Articles of Organization of Genzyme, as amended.
Filed as Exhibit 1 to Genzyme's Current Report on Form 8-K filed with
the Commission on June 30, 2000, and incorporated herein by
reference.
3.2 By-laws of Genzyme, as amended. Filed as Exhibit 3.2 to Genzyme's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1999, and incorporated herein by reference.
4.1 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.
4.2 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's Registration
Statement on Form S-3 (File No. 333-59513) and incorporated herein by
reference.
4.3 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.
4.4 Amended and Restated Renewed 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.
4.5 Warrant issued to Richard Warren, Ph.D. Filed as Exhibit 4 to the
Current Report on Form 8- K of IG Laboratories, Inc. dated October
11, 1990 (File No. 0-18439), and incorporated herein by reference.
4.6 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.
4.7 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 Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997, and incorporated herein by
reference.
4.8 Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit
10.22 to a General Form for Registration on Form 10 of PharmaGenics,
Inc. ("PharmaGenics") (File No. 0-20138), and incorporated herein by
reference.
5.1 Opinion of Palmer & Dodge LLP regarding validity of securities to be
issued under this registration statement. Previously filed.
8.1 Opinion of Palmer & Dodge LLP regarding certain United States federal
income tax consequences of the merger. Previously filed.
8.2 Opinion of Bingham Dana LLP regarding certain United Stated federal
income tax consequences of the merger. Previously filed.
21.1 Subsidiaries of Genzyme. Filed as Exhibit 21 to Genzyme's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, and
incorporated herein by reference.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants to
Genzyme. Previously filed.
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants to
Biomatrix, Inc. Previously filed.
23.3 Consent of Ernst & Young LLP, independent auditors to GelTex
Pharmaceuticals, Inc. Previously filed.
23.4 Consent of PricewaterhouseCoopers LLP, independent accountants to
Renagel LLC. Previously filed.
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23.5 Consent of Palmer & Dodge LLP (contained in Exhibit 5.1 and Exhibit
8.1 hereto).
23.6 Consent of Bingham Dana LLP (contained in Exhibit 8.2 hereto).
23.7 Consent of Lehman Brothers, Inc. Previously filed.
23.8 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Previously filed.
24.1 Power of Attorney (included on the signature page to the initial
filing of this registration statement).
99.1 Form of Proxy Cards for holders of Genzyme common stock. Previously
filed.
99.2 Form of Proxy Card for holders of Biomatrix common stock.
Previously filed.
99.3 Form of Election Form/Letter of Transmittal for holders of Biomatrix
common stock. Filed herewith.
99.4 Opinion of Lehman Brothers, Inc. (included as Annex C to the joint
proxy statement/prospectus which is a part of this registration
statement).
99.5 Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated
(included as Annex D to the joint proxy statement/prospectus which is
a part of this registration statement).
99.6.1 Management and Accounting Policies Governing the Relationship of the
Genzyme Divisions. Filed as Exhibit 3 to Genzyme's Current Report on
Form 8-K filed with the Commission on June 30, 2000, and incorporated
herein by reference.
99.6.2 Management and Accounting Policies Governing the Relationship of the
Genzyme Divisions, as proposed to be amended and restated (included
as Annex E to the joint proxy statement/prospectus which is a part of
this registration statement).
99.7 Terms of Biosurgery Stock (included as Annex F to the joint proxy
statement/prospectus which is a part of this registration statement).
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