<PAGE>
As filed with the Securities and Exchange Commission on December 15, 2000
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 (I.R.S. Employer
of incorporation) Identification No.)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices)
----------------------------------------
1990 EQUITY INCENTIVE 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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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
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<S> <C> <C> <C> <C>
Genzyme Surgical Products 175,000 shares $7.00 $1,225,000 $323.40
Division Common Stock, $0.01 par
value
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</TABLE>
(1) Plus such additional number of shares of Genzyme Surgical Products Division
Common Stock (the "Surgical Products 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 Surgical Products 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 Surgical
Products Stock on December 13, 2000 as reported by the Nasdaq National
Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT REGARDING INCORPORATION OF INFORMATION
BY REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on July 23, 1999 (File No. 333-83677) relating to the registration of
500,000 shares of Genzyme Surgical Products Division Common Stock, $.01 par
value (the "Surgical Products Stock") authorized for issuance under the
Company's 1990 Equity Incentive Plan is incorporated by reference in its
entirety in this Registration Statement. This Registration Statement provides
for the registration of an additional 175,000 shares of Surgical Products Stock
authorized for issuance under the Company's 1990 Equity Incentive Plan by the
Company's Board of Directors on March 2, 2000 and approved by the Company's
Stockholders on May 25, 2000.
<PAGE>
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
15th day of December, 2000.
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 December 15, 2000
----------------------------------------- Officer and Director
Henri A. Termeer
/s/ Michael S. Wyzga Principal Financial and December 15, 2000
----------------------------------------- Accounting Officer
Michael S. Wyzga
/s/ Constantine E. Anagnostopoulos Director December 15, 2000
-----------------------------------------
Constantine E. Anagnostopoulos
/s/ Douglas A. Berthiaume Director December 15, 2000
-----------------------------------------
Douglas A. Berthiaume
/s/ Henry E. Blair Director December 15, 2000
-----------------------------------------
Henry E. Blair
/s/ Robert J. Carpenter Director December 15, 2000
-----------------------------------------
Robert J. Carpenter
/s/ Charles L. Cooney Director December 15, 2000
-----------------------------------------
Charles L. Cooney
/s/ Victor J. Dzau Director December 15, 2000
-----------------------------------------
Victor J. Dzau
</TABLE>
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
*4.1 Restated Articles of Organization of Genzyme. Filed as Exhibit 1 to Genzyme's Current
Report on Form 8-K filed on June 30, 2000.
*4.2 By-laws of Genzyme, as amended. Filed as Exhibit 3.2 to Genzyme's 10-Q for the quarter
ended September 30, 1999.
*4.3 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 dated June 18, 1997.
*4.4 Series Designation for Genzyme Series A, Series B, Series C and Series D Junior
Participating Preferred Stock, $.01 par value. Filed as Exhibit 2 to Genzyme's
Registration Statement of Form 8-A dated June 11, 1999.
*4.5 Amended and Restated Renewed Rights Agreement dated as of June 10, 1999 between Genzyme
and American Stock Transfer & Trust Company. Filed as Exhibit 4 to Amendment No. 1 to our
Registration Statement on Form 8-A/A dated June 11, 1999.
*4.6 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).
*4.7 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 dated June 11, 1999.
*4.8 Form of Genzyme General Division Convertible Debenture. Filed as Exhibit 10.7 to
Genzyme's Form 10-Q for the quarter ended September 30, 1997.
*4.9 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.
*4.10 Warrant Agreement between Genzyme and Comdisco, Inc. Filed as Exhibit 10.22 to a Form 10
of PharmaGenics, Inc. (File No. 0-20138).
*4.11 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).
*4.12 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).
<PAGE>
<S> <C>
*4.13 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).
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).
</TABLE>
*Indicates exhibit previously filed with the Securities and Exchange Commission
and incorporated herein by reference. Exhibits filed with Forms 10-K, 8-K or 8-A
of Genzyme Corporation were filed under Commission File No. 0-14680.
