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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
(Exact name of Registrant as Specified in its Charter)
MASSACHUSETTS 06-1047163
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
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 class If this Form relates to the registration of a class
of securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the
Exchange Act and is effective upon filing Exchange Act and is effective pursuant to
pursuant to General Instruction A.(c), please General Instruction A.(d), please check
check the following box. / / the following box. /X/
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Securities Act registration statement file number to which this form relates:
--------------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Each Class
to be so Registered is to be Registered
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
GGD STOCK PURCHASE RIGHTS
GMO STOCK PURCHASE RIGHTS
GBS STOCK PURCHASE RIGHTS
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
The purpose of this Registration Statement is to register and describe
rights to purchase a new series of the Registrant's common stock, the Genzyme
Biosurgery Division Common Stock , $0.01 par value (the "GBS Stock Purchase
Rights"). Included in this description is a description of rights to purchase
the Registrant's other two series of common stock, the Genzyme General Division
Common Stock , $0.01 par value (the "GGD Stock Purchase Right"), and the Genzyme
Molecular Oncology Division Common Stock , $0.01 par value (the "GMO Stock
Purchase Right"), which have been previously registered pursuant to section
12(g) of the Exchange Act of 1934, as amended.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Throughout the discussion below:
- "Genzyme General Stock" refers to the Genzyme General Division
Common Stock , $0.01 par value, a series of Genzyme's common
stock designed to reflect the value and track the performance
of its Genzyme General Division;
- "Molecular Oncology Stock" refers to the Genzyme Molecular
Oncology Division Common Stock , $0.01 par value, a series of
Genzyme's common stock designed to reflect the value and track
the performance of its Genzyme Molecular Oncology Division;
and
- "Biosurgery Stock" refers to the Genzyme Biosurgery Division
Common Stock , $0.01 par value, a series of Genzyme's common
stock designed to reflect the value and track the performance
of its Genzyme Biosurgery Division.
Pursuant to the Second Amended and Restated Renewed Rights Agreement dated as of
December 18, 2000 between Genzyme and American Stock Transfer & Trust Company,
as Rights Agent, (the "Amended Rights Agreement") each outstanding share of
Genzyme's three series of common stock - namely, its Genzyme General Stock,
Molecular Oncology Stock and Biosurgery Stock -- also represents one GGD Stock
Purchase Right, one GMO Stock Purchase Right and one GSP Stock Purchase Right,
respectively (each a "Right"). Each Right will, upon becoming exercisable,
entitle the holder to buy one newly-issued share of Genzyme's (i) Series A
Junior Participating Preferred Stock, par value $.01 per share, for each share
of Genzyme General Stock, at an exercise price of $300, (ii) Series B Junior
Participating Preferred Stock, par value $.01 per share, for each share of
Biosurgery Stock, at an exercise price of $80 and (iii) Series C Junior
Participating Preferred Stock, par value $0.01 per share, for each share of
Molecular Oncology Stock, at an exercise price of $26 (all such series of Junior
Participating Preferred Stock being referred to herein, collectively, as
"Preferred Stock," and each series' exercise price being referred to herein, as
its "Purchase Price"). The description and terms of the Rights are set forth in
the Amended Rights Agreement.
The Rights will be evidenced, with respect to any certificate of any series of
common stock outstanding prior to the Distribution Date (as defined below), by
those common stock certificates and no separate certificates for the Rights will
be issued. The Rights will only be transferable with the common stock, and a
transfer of common stock will also constitute a transfer of the corresponding
Rights.
Genzyme will mail separate certificates for the Rights ("Right Certificates")
upon the earlier of (i) the tenth day (or such later date as the Board of
Directors of Genzyme (the "Board") may determine) following Genzyme's public
announcement that a person or group has acquired 15% or more of the combined
voting power of all series of Genzyme's outstanding common stock (such person or
group being hereinafter referred to as an "Acquiring Person") or (ii) the tenth
business day (or such later date as the Board may determine) after any person or
group commences a tender or exchange offer which would, if completed, result in
the offeror owning 15% or more of the combined voting power of all series of
Genzyme's outstanding common stock. The earlier of the dates described in (i)
and (ii) above is called the "Distribution Date." The Rights cannot be exercised
until the Distribution Date. Until a Right is exercised, holding a Right will
not confer rights as a stockholder of Genzyme, such as the right to vote or to
receive dividends. The Rights expire on March 28, 2009.
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The Rights may generally be redeemed by action of the Board at $0.001 per Right
at any time prior to the tenth day (or such later date as the Board may
determine) following Genzyme's public announcement that an Acquiring Person has
become such. The Rights may also be redeemed, following the above-cited public
announcement, in connection with certain mergers and other transactions between
Genzyme and a person who is not an Acquiring Person.
Preferred Stock purchasable upon exercise of the Rights will not be redeemable.
Each share of Preferred Stock will be entitled to a minimum preferential
quarterly dividend payment of $1 per share, but will be entitled to an aggregate
dividend of 100 times the dividend declared per share of the corresponding
series of common stock. In the event of liquidation, the holders of the
Preferred Stock will be entitled to an aggregate payment of 100 times the
payment made per share of the corresponding series of common stock. Each share
of Preferred Stock will have 100 votes, and will vote together with the common
stock. In the event of any merger, consolidation or other transaction in which
common stock is exchanged, each share of Preferred Stock will be entitled to
receive 100 times the amount received per share of the corresponding series of
common stock.
The value of the one one-hundredth interest in a share of Preferred Stock
purchasable upon exercise of each Right should approximate the value of one
share of the corresponding series of common stock because of the nature of the
Preferred Stocks' dividend, liquidation and voting rights.
To preserve the economic value of the Rights, in the event of any stock
dividends, stock splits, recapitalizations, reclassifications or other similar
changes in capitalization, then the number of shares of Preferred Stock (or the
number and kind of other securities) issuable upon exercise of each Right, the
Purchase Price and redemption price in effect at such time (including the number
of Rights or fractional Rights associated with each share of common stock) shall
be adjusted as deemed appropriate by the Board. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in the Purchase Price. No fractional shares
of Preferred Stock will be issued (other than fractions which are integral
multiples of one one-hundredth of a share of Preferred Stock); instead, an
adjustment in cash will be made based on the average closing price of the
Preferred Stock (or if not ascertainable, the market price of the underlying
common stock) over the last ten trading days before the date of exercise.
Upon an Acquiring Person becoming such, each holder of Rights, other than an
Acquiring Person, will thereafter have the right to purchase a number of shares
of a series of Genzyme's common stock having a value equal to two times the
exercise price of the corresponding Right. Genzyme also has the right, in such
circumstances, to mandatorily exchange the Rights for such shares of common
stock.
Alternatively, if Genzyme is involved in a merger or other business combination
in which Genzyme is not the surviving corporation at any time when any person
owns 15% or more of the voting power of Genzyme's outstanding common stock, the
Rights will entitle a holder to buy shares of common stock of the acquiring
company having a market value of two times the Purchase Price of each Right.
Prior to the Distribution Date, the Board may amend any terms of the Rights
without the consent of holders of certificates representing Common Shares,
including holders of the Rights. From and after the Distribution Date, the
Amended Rights Agreement may be amended without the approval of any holders of
Rights only to (i) cure ambiguities, (ii) correct defective provisions, (iii)
extend the redemption period for the rights, or (iv) change provisions as the
Board deems necessary, but that will not adversely affect the interests of
holders of the Rights. Under no circumstances, however, can the Amended Rights
Agreement be amended to extend the redemption period after that period has
expired.
The Rights have certain anti-takeover effects. The Rights can cause substantial
dilution to a person or group that attempts to acquire Genzyme on terms that are
not approved by the Board. The Rights should not interfere with any merger or
other business combination that is approved by the Board because the Rights may
be redeemed by Genzyme prior to the time that the Rights have become
exercisable.
The Amended Rights Agreement specifying the terms of the Rights and the Genzyme
charter setting forth the terms of the Preferred Stock are exhibits to this
Registration Statement and are incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to these
exhibits.
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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 registering the
Genzyme Biosurgery Division Common Stock, $0.01 par value per share (File No.
0-14680), filed with the Commission on December 19, 2000 ("December Form 8-A"),
and incorporated herein by reference.
2. 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.
3. Management and Accounting Policies Governing the Relationship of
Genzyme Divisions. Filed as Exhibit 3 to the Registrant's December 2000 Form
8-A, and incorporated herein by reference.
4. Second Amended and Restated Renewed Rights Agreement dated as of
December 18, 2000 between the Registrant and American Stock Transfer & Trust
Company. Filed herewith.
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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: December 18, 2000 By: /s/ Michael S. Wyzga
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Name: Michael S. Wyzga
Title: Senior Vice President, Finance
and Chief Financial Officer
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EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
1. Restated Articles of Organization of the Registrant. Filed as
Exhibit 1 to the Registrant's Registration Statement on Form 8-A registering the
Genzyme Biosurgery Division Common Stock, $0.01 par value per share (File No.
0-14680), filed with the Commission on December 19, 2000 ("December Form 8-A"),
and incorporated herein by reference.
2. 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.
3. Management and Accounting Policies Governing the Relationship of
Genzyme Divisions. Filed as Exhibit 3 to the Registrant's December 2000 Form
8-A, and incorporated herein by reference.
4. Second Amended and Restated Renewed Rights Agreement dated as of
December 18, 2000 between the Registrant and American Stock Transfer & Trust
Company. Filed herewith.
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