<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(AMENDMENT NO. 7)(1)
GENZYME TRANSGENICS CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
37246E 10 5
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(CUSIP Number)
MICHAEL S. WYZGA PAUL M. KINSELLA
GENZYME CORPORATION PALMER & DODGE LLP
ONE KENDALL SQUARE ONE BEACON STREET
CAMBRIDGE, MA 02139 BOSTON, MA 02108
(617) 252-7500 (617) 573-0100
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
SEPTEMBER 27, 2000
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
------------------
(1)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the NOTES).
(Page 1 of 12 pages)
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SCHEDULE 13D
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CUSIP NO. 37246E 10 5 Page 2 of 12 pages
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1 NAME OF REPORTING PERSON
GENZYME CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
06-1047163
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 8,267,243 shares
BY EACH REPORTING
PERSON WITH --------------------------------------------
8 SHARED VOTING POWER
0 shares
--------------------------------------------
9 SOLE DISPOSITIVE POWER
8,267,243 shares
--------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,267,243 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
28.5%
--------------------------------------------------------------------------------
14 TYPE OR REPORT PERSON*
CO
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*SEE INSTRUCTIONS
(Page 2 of 12 pages)
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This Amendment No. 7 amends and restates the statement on Schedule 13D
initially filed by Genzyme Corporation, a Massachusetts corporation ("Genzyme"),
with the Securities and Exchange Commission (the "Commission") on July 19, 1993
and the statement on Schedule 13G filed with the Commission on October 6, 1994,
each as thereafter amended by Amendment No. 1 on Schedule 13D filed with the
Commission on February 21, 1995, Amendment No. 2 on Schedule 13D filed with the
Commission on June 21, 1995 and Amendment No. 3 on Schedule 13D filed with the
Commission on August 2, 1995, all as amended and restated by Amendment No. 4 on
Schedule 13D filed with the Commission on August 9, 1996, and as further amended
by Amendment No. 5 on Schedule 13D filed on February 26, 1999, and Amendment No.
6 on Schedule 13D filed on November 24, 1999 (as so amended and restated, the
"Schedule 13D").
The purpose of this Amendment No. 7 is to report the disposition by
Genzyme of 631,467 shares of Common Stock, $0.01 par value, of Genzyme
Transgenics Corporation.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $0.01 par value ("Common
Stock"), of Genzyme Transgenics Corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 175 Crossing Boulevard,
Framingham, Massachusetts 01701.
ITEM 2. IDENTITY AND BACKGROUND
Genzyme is a publicly-held, diversified human health care products
company with its principal place of business and principal office located at One
Kendall Square, Cambridge, Massachusetts 02139.
Set forth as Exhibit 1 to this Schedule 13D and incorporated herein by
reference is the following information with respect to each director and
executive officer of Genzyme: (i) name, (ii) business address, (iii) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
and (iv) citizenship.
During the last five years, neither Genzyme nor any of its directors or
executive officers has been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
For each acquisition of Common Stock described herein, the source of
funds was Genzyme's working capital. The method of each acquisition is described
in Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer was incorporated in February 1993. In May 1993, Genzyme
transferred to the Issuer certain assets and liabilities and entered into
certain agreements with the Issuer relating to Genzyme's transgenics business in
exchange for 4,000,000 shares of the Issuer's Common Stock, which constituted
all of the Issuer's then outstanding capital stock. In July 1993, the Issuer
completed an initial public offering of 1,500,000 shares of Common Stock,
reducing Genzyme's ownership to approximately 73%.
As previously reported, Genzyme's ownership was further reduced to
40.5% as a result of the issuance of 4,367,601 shares of Common Stock by the
Issuer on September 30, 1994.
(Page 3 of 12 pages)
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Also as previously reported, on February 7, 1995, Genzyme acquired
500,000 additional shares of Common Stock upon exercise by the Issuer of its
rights under a Common Stock Put Agreement dated July 8, 1993. Such acquisition
increased Genzyme's interest in the Issuer to 43.3%.
Also as previously reported, Genzyme extended a revolving line of
credit of up to $6,300,000 to the Issuer. On June 8, 1995, pursuant to a Common
Stock Purchase Agreement, Genzyme cancelled $3,999,999 of indebtedness under
such agreement and the Issuer's Promissory Note thereunder in exchange for
1,333,333 shares of the Issuer's Common Stock, thereby increasing Genzyme's
interest in the Issuer to 49.0%.
Also as previously reported, on July 3, 1995, the Issuer acquired all
of the outstanding capital stock of BioDevelopment Laboratories, Inc. ("BDL").
In connection with the acquisition of BDL, Genzyme entered into a Securities
Exchange Agreement with the Issuer, pursuant to which Genzyme acquired 475,467
of the 1,207,088 shares of common stock issued by the Issuer to the stockholders
of BDL in exchange for 33,945 shares of Genzyme General Stock. As a result,
Genzyme's interest in the Issuer was reduced to 48.2%.
Also as previously reported, on July 3, 1995, Genzyme acquired a
warrant to purchase 145,000 shares of the Issuer's Common Stock in exchange for
its guaranty of the Issuer's obligations under a $7,500,000 revolving credit
facility with a commercial bank, a copy of which is filed as Exhibit 2 hereto
and incorporated herein by reference. This warrant is exercisable from the date
of issuance to July 2005 at a price of $2.84375, which price was calculated
equal to the average closing price of the Issuer's Common Stock as reported on
the Nasdaq National Market System over the ten-day trading period immediately
preceding issuance of the warrant.
Also as previously reported, on March 29, 1996, the Issuer and Genzyme
entered into a Convertible Debt and Development Funding Agreement which was
subsequently amended as of May 3, 1996 (the "Convertible Debt Agreement"), a
copy of which is filed as Exhibit 3 hereto and incorporated herein by reference.
The Convertible Debt Agreement provided for the borrowing by the Issuer of up to
$10,000,000 from Genzyme on a revolving credit basis. The borrowings were
convertible into Common Stock at Genzyme's option at any time, and at the
Issuer's option once each fiscal quarter to the extent necessary, in the
reasonable judgment of the Issuer, to cause the Issuer's tangible net worth as
determined at the end of such fiscal quarter to be not less than $4,000,000 nor
more than $4,200,000. In either case, the conversion price was equal to the
average closing price of the Issuer's Common Stock over the twenty trading day
period ending two days prior to the date of conversion.
Also as previously reported, on March 29, 1996, the Issuer exercised
its option to convert $150,000 of outstanding indebtedness under the Convertible
Debt Agreement into 26,244 shares of Common Stock at a price of $5.715 per
share. On June 30, 1996, the Issuer exercised its option to convert an
additional $1,523,000 of indebtedness into 193,321 shares at a price of $7.878
per share. Upon completion of the public offering described in the next
paragraph, the line of credit under the Convertible Debt Agreement was
terminated and all outstanding indebtedness under such agreement (approximately
$1.4 million) was repaid.
Also as previously reported, on August 5, 1996, the Issuer completed an
underwritten public offering of 3,000,000 shares of its Common Stock. Genzyme
purchased 900,000 shares from the underwriters of such offering at the public
offering price of $4.00 per share. Upon completion of the public offering,
Genzyme beneficially owned 45% of the Issuer's outstanding Common Stock.
Also as previously reported, on December 28, 1998, Genzyme acquired a
warrant to purchase up to 288,000 shares of the Issuer's Common Stock in
exchange for its guaranty of the Issuer's obligations under a $24.6 million
credit agreement with a commercial bank, a copy of which is filed as Exhibit 5
hereto and incorporated herein by reference. The warrant has an exercise price
of $4.875 and expires on
(Page 4 of 12 pages)
<PAGE>
December 28, 2008. The warrant became immediately exercisable upon date of
issuance for 96,000 shares of Common Stock and further exercisable on the first
and second anniversaries of the date of issuance as to such additional number of
shares of Common Stock equal to the product obtained by multiplying: (i) 96,000
by (ii) a fraction, the numerator of which was the sum of the amount outstanding
plus the amount then available for borrowing but not outstanding on such
anniversary date under the aforementioned credit agreement and the denominator
of which is $24,600,000.
Also as previously reported, on December 28, 1998, Genzyme and the
Issuer entered into a Second Amended and Restated Convertible Debt Agreement
dated as of December 28, 1998, a copy of which is filed as Exhibit 10 hereto and
incorporated herein by reference. The Second Amended and Restated Convertible
Debt Agreement amends and restates the Convertible Debt Agreement (as so
amended, restated and further amended, the "Amended Convertible Debt
Agreement"). The Amended Convertible Debt Agreement reduces the amount that the
Issuer may borrow from Genzyme to $6,300,000. The Amended Convertible Debt
Agreement also provides that indebtedness thereunder may be converted into
Issuer Common Stock (i) at Genzyme's option at any time or (ii) at the Issuer's
option once each fiscal quarter to the extent necessary, in the reasonable
judgment of the Issuer, to maintain the Issuer's tangible net worth at the
minimum amount required for continued listing of the Issuer's Common stock on
the Nasdaq National Market. In either case, the conversion price will equal the
average closing price of the Issuer Common Stock on the Nasdaq National Market
for the twenty trading day period ending two trading days before the date of
conversion. As of the date of this Amendment No. 7, there is no indebtedness
outstanding under the Amended Convertible Debt Agreement.
Also as previously reported, on November 22, 1999, Genzyme acquired
6,602.53558 shares of Series B Convertible Preferred Stock, $0.01 par value, of
the Issuer (the "Series B Shares"). Genzyme acquired the Series B Shares
pursuant to a Stock Purchase Agreement dated as of November 12, 1999 between
Genzyme and the Issuer (the "Series B Stock Purchase Agreement"), a copy of
which is filed as Exhibit 6 hereto and incorporated herein by reference. The
Series B Shares were initially convertible at the option of Genzyme into an
aggregate of 1,048,021 shares of Common Stock of the Issuer. The number of
shares of Common Stock which could be issued upon conversion of the Series B
Shares was subject to adjustment under the terms of the Certificate of
Designation (which is included as Exhibit A to the Series B Stock Purchase
Agreement.)
Also as previously reported, on November 12, 1999, as an inducement for
Genzyme to enter into the Series B Stock Purchase Agreement, the Issuer issued
to Genzyme a Warrant to Purchase Common Stock exercisable for up to 55,833
shares of Common Stock (the "Execution Warrant"), a copy of which is filed as
Exhibit 7 hereto and incorporated herein by reference. On November 22, 1999, as
consideration for Genzyme purchasing the Series B Shares at the closing under
the Series B Stock Purchase Agreement, the Issuer issued to Genzyme an
additional Warrant to Purchase Common Stock exercisable for up to 29,491 shares
of Common Stock (the "Closing Warrant"), a copy of which is filed as Exhibit 8
hereto and incorporated herein by reference. The Execution Warrant and the
Closing Warrant are each exercisable by Genzyme at any time from their
respective date of issuance until ten years thereafter. The initial exercise
price of the Execution Warrant and the Closing Warrant is $6.30 per share,
subject to adjustment under the terms thereof.
On February 8, 2000, Genzyme converted its Series B Shares into
1,048,021 shares of Common Stock of the Issuer. On February 9, 2000, the Issuer
completed an underwritten public offering of 4,025,000 of its Common Stock.
Commencing on June 28, 2000 and ending on September 27, 2000, Genzyme sold an
aggregate of 631,467 shares of Issuer Common Stock. Upon completion of such
sales, Genzyme's ownership of the Issuer's Common Stock was reduced to 28.1%.
Genzyme acquired the Issuer warrants, the Series B Shares and the
shares of Issuer Common Stock as described in this Item 4 for its own account
and for investment purposes.
(Page 5 of 12 pages)
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Genzyme expects to evaluate on a continuing basis its goals and
objectives, other business opportunities available to it, and general economic
and equity market conditions, as well as the Issuer's business operations and
prospects. Based on these evaluations, from time to time in the future, Genzyme
may acquire additional shares of Issuer capital stock, and Genzyme may dispose
of some or all of the shares of Issuer Common Stock it has acquired in the open
market or in privately negotiated transactions.
Item 5. Interest in Securities of the Issuer.
(a) Genzyme beneficially owns 8,267,243 shares of the Common Stock
of the Issuer representing 28.5% of the outstanding shares of Common Stock of
the Issuer based on 29,056,992 shares outstanding as of August 4, 2000. The
shares beneficially owned by Genzyme include: an aggregate of 422,324 shares
currently issuable upon exercise of the four warrants described in Item 4.
Pursuant to a resolution adopted by Genzyme's Board of Directors, each
of the President, the Executive Vice President and Chief Legal Officer, and the
Senior Vice President, Finance of Genzyme is authorized to vote all shares of
the Issuer's Common Stock owned by Genzyme. The following table and footnotes
set forth certain information regarding the beneficial ownership of the Issuer's
Common Stock by directors and executive officers of Genzyme as of September 30,
2000.
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
------------------
Beneficial Owner Shares Percent
---------------- ------ -------
<S> <C> <C>
Henri A. Termeer................................... 8,304,743(1) 28.6%
Peter Wirth........................................ 8,269,243(2) 28.5%
Michael S. Wyzga................................... 8,267,243(3) 28.5%
Henry E. Blair..................................... 26,000(4) *
Earl M. Collier, Jr................................ 1,000 *
G. Jan van Heek.................................... 2,500(5) *
</TABLE>
-------------------
* Indicates less than 1%.
(1) Includes (i) 28,000 shares subject to stock options currently
exercisable or exercisable within 60 days of September 30, 2000 and
(ii) 8,267,243 shares owned by Genzyme, as to which Mr. Termeer disclaims
beneficial ownership.
(2) Includes (i) 2,000 shares subject to stock options currently
exercisable or exercisable within 60 days of September 30, 2000 and
(ii) 8,267,243 shares owned by Genzyme, as to which Mr. Wirth disclaims
beneficial ownership.
(3) Represents 8,267,243 shares owned by Genzyme, as to which Mr. Wyzga
disclaims beneficial ownership.
(4) Includes 25,000 shares subject to stock options currently
exercisable or exercisable within 60 days of September 30, 2000.
(5) Includes 2,000 shares subject to stock options currently exercisable
or exercisable within 60 days of September 30, 2000.
(Page 6 of 12 pages)
<PAGE>
(b) Each stockholder has sole investing and voting power with
respect to the shares of Common Stock of the Issuer beneficially owned by such
stockholder as set forth in Item 5(a), except that Messrs. Termeer, Wirth and
Wyzga have authority to vote the shares of the Issuer's Common Stock owned by
Genzyme.
(c) Other than the pursuant to the transactions described in Item
4, neither Genzyme nor any director or executive officer of Genzyme has acquired
or disposed of any shares of Common Stock of the Issuer during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The responses to Items 3 and 4 are incorporated herein by reference.
Genzyme has registration rights with respect to all shares of Common Stock
issued and issuable to Genzyme. These rights are set forth in Section 8 of the
Series A Convertible Preferred Stock Purchase Agreement dated as of May 1, 1993
between Genzyme and the Issuer, a copy of which is included as Exhibit 9 hereto
and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Directors and Executive Officers of Genzyme.
Exhibit 2: Warrant to purchase Common Stock, dated July 3, 1995.
Filed August 2, 1995 as Exhibit 3 to Amendment No. 3
to this Schedule 13D and incorporated herein by
reference.
Exhibit 3: Convertible Debt and Development Funding Agreement,
dated as of March 29, 1996. Filed as Exhibit 10.31 to
the Issuer's annual report on Form 10-K for the year
ended December 31, 1995 (File No. 0-21794) and
incorporated herein by reference.
Exhibit 4: First Amendment to Convertible Debt and Development
Funding Agreement, dated as of May 3, 1996. Filed as
Exhibit 10.31.2 to the Issuer's registration
statement on Form S-1 (File No. 333-05843) filed
June 12, 1996 and incorporated herein by reference.
Exhibit 5: Warrant to purchase Common Stock, dated December 28,
1998. Filed as Exhibit 5 to Genzyme's Amendment
No. 5 to this Schedule 13D (Commission File No.
005-46637) and incorporated herein by reference.
Exhibit 6: Stock Purchase Agreement dated November 12, 1999
between the Issuer and Genzyme. Filed as Exhibit 7 to
Genzyme's Amendment No. 6 to this Schedule 13D
(Commission File No. 005-46637) and incorporated
herein by reference.
Exhibit 7: Warrant to Purchase Common Stock dated November 12,
1999. Filed as Exhibit 8 to Genzyme's Amendment No. 6
to this Schedule 13D (Commission File No. 005-46637)
and incorporated herein by reference.
(Page 7 of 12 pages)
<PAGE>
Exhibit 8: Warrant to Purchase Common Stock dated November 22,
1999. Filed as Exhibit 9 to Genzyme's Amendment No. 6
to this Schedule 13D (Commission File No. 005-46637)
and incorporated herein by reference.
Exhibit 9: Series A Convertible Preferred Stock Purchase
Agreement dated as of May 1, 1993 between Genzyme and
the Issuer. Filed as Exhibit 10.5 to the Issuer's
Registration Statement on Form S-1 (Registration No.
33-62782) and incorporated herein by reference.
Exhibit 10: Second Amended and Restated Convertible Debt
Agreement dated as of December 28, 1998 between
Genzyme and the Issuer. Filed as Exhibit 10.29 to
Issuer's Annual Report on Form 10-K for the fiscal
year ended January 3, 1999 (Commission File No.
0-21794) and incorporated herein by reference.
(Page 8 of 12 pages)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: November 14, 2000 GENZYME CORPORATION
By: /s/ Michael S. Wyzga
-------------------------------
Michael S. Wyzga
Senior Vice President, Finance;
Chief Financial Officer;
and Chief Accounting Officer
(Page 9 of 12 pages)
<PAGE>
EXHIBIT INDEX
Exhibit 1: Directors and Executive Officers of Genzyme.
Exhibit 2: Warrant to purchase Common Stock, dated July 3, 1995.
Filed August 2, 1995 as Exhibit 3 to Amendment No. 3
to this Schedule 13D and incorporated herein by
reference.
Exhibit 3: Convertible Debt and Development Funding Agreement,
dated as of March 29, 1996. Filed as Exhibit 10.31 to
the Issuer's annual report on Form 10-K for the year
ended December 31, 1995 (File No. 0-21794) and
incorporated herein by reference.
Exhibit 4: First Amendment to Convertible Debt and Development
Funding Agreement, dated as of May 3, 1996. Filed as
Exhibit 10.31.2 to the Issuer's registration
statement on Form S-1 (File No. 333-05843) filed
June 12, 1996 and incorporated herein by reference.
Exhibit 5: Warrant to purchase Common Stock, dated December 28,
1998. Filed as Exhibit 5 to Genzyme's Amendment
No. 5 to this Schedule 13D (Commission File No.
005-46637) and incorporated herein by reference.
Exhibit 6: Stock Purchase Agreement dated November 12, 1999
between the Issuer and Genzyme. Filed as Exhibit 7 to
Genzyme's Amendment No. 6 to this Schedule 13D
(Commission File No. 005-46637) and incorporated
herein by reference.
Exhibit 7: Warrant to Purchase Common Stock dated November 12,
1999. Filed as Exhibit 8 to Genzyme's Amendment No. 6
to this Schedule 13D (Commission File No. 005-46637)
and incorporated herein by reference.
Exhibit 8: Warrant to Purchase Common Stock dated November 22,
1999. Filed as Exhibit 9 to Genzyme's Amendment No. 6
to this Schedule 13D (Commission File No. 005-46637)
and incorporated herein by reference.
Exhibit 9: Series A Convertible Preferred Stock Purchase
Agreement dated as of May 1, 1993 between Genzyme and
the Issuer. Filed as Exhibit 10.5 to the Issuer's
Registration Statement on Form S-1 (Registration No.
33-62782) and incorporated herein by reference.
Exhibit 10: Second Amended and Restated Convertible Debt
Agreement dated as of December 28, 1998 between
Genzyme and the Issuer. Filed as Exhibit 10.29 to
Issuer's Annual Report on Form 10-K for the fiscal
year ended January 3, 1999 (Commission File No.
0-21794) and incorporated herein by reference.
(Page 10 of 12 pages)
