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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. __)(1)
BIOMATRIX, INC.
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(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
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(Title of Class of Securities)
09060P-10-2
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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)
MARCH 6, 2000
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(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)
(Page 1 of 10 pages)
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CUSIP NO. 09060P-10-2 13D PAGE 2 OF 10 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, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
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NUMBER OF SHARES 7
BENEFICIALLY OWNED SOLE VOTING POWER
BY EACH REPORTING 4,600,000 (1) (see Item 3 and 5
PERSON WITH herein)
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8 SHARED VOTING POWER
7,837,924 (1) (see Items 3 and
5 herein)
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9 SOLE DISPOSITIVE POWER
4,600,000 (1) (see Item 3 and
5 herein)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,437,924
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
44.6%
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14 TYPE OR REPORT PERSON
CO
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(1) Genzyme Corporation has the right, subject to certain conditions, to
purchase up to 4,600,000 shares of Biomatrix Common Stock (as defined below)
upon the exercise of an option granted to Genzyme Corporation pursuant to a
Stock Option Agreement dated as of March 6, 2000 between Genzyme Corporation and
Biomatrix, Inc. Genzyme Corporation also has entered into Voting Agreements
dated March 6, 2000 with certain stockholders of Biomatrix, Inc. which provide
that the signatory stockholders will vote their shares of Biomatrix Common Stock
in favor of a proposal to adopt the Merger Agreement (as defined below). The
option is not currently exercisable, and until the Option becomes exercisable
and is exercised, Genzyme Corporation does not have any rights as a stockholder
of Biomatrix, Inc. pursuant to this Stock Option Agreement, including the right
to vote (or to direct the vote of) or dispose (or to direct the disposition of)
any shares of Biomatrix Common Stock that may be purchased upon exercise of the
option. Accordingly, Genzyme Corporation expressly disclaims beneficial
ownership of all shares of Biomatrix Common Stock subject to the Stock Option
Agreement. By virtue of the Voting Agreements, Genzyme may be deemed to share
with the Stockholders the power to vote the shares of Biomatrix Common Stock
subject to the Voting Agreements. However, Genzyme does not have any right to
dispose (or direct the disposition of) any shares of Biomatrix Common Stock
covered by the Voting Agreements. Accordingly, Genzyme expressly disclaims
beneficial ownership of all such shares.
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CUSIP NO. 09060P-10-2 13D PAGE 3 OF 10 PAGES
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, $0.0001 par
value ("Biomatrix Common Stock"), of Biomatrix, Inc. ("Biomatrix"), a Delaware
corporation. The principal executive offices of Biomatrix are located at 65
Railroad Avenue, Ridgefield, New Jersey 07657.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is Genzyme Corporation ("Genzyme"), a
Massachusetts corporation. 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.
To the best of Genzyme's knowledge as of the date hereof, set forth in
Schedule I to this Schedule 13D and incorporated herein by reference is the
following information with respect to each director and executive officer of
Genzyme:
(1) name;
(2) business address;
(3) 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
(4) citizenship.
During the last five years, neither Genzyme nor, to the best of
Genzyme's knowledge, any of its directors or executive officers has been (1)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (2) 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
violation 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.
On March 6, 2000, Genzyme, Seagull Merger Corporation, a Massachusetts
corporation and wholly-owned subsidiary of Genzyme, and Biomatrix entered into
an Agreement and Plan of Merger ("Merger Agreement") pursuant to which the
parties will effect a business combination through a merger of Biomatrix with
and into Genzyme (the "Merger"). In connection with the Merger, Genzyme will
form a new division named Genzyme Biosurgery (the "GBX Division") and will
create a new series of common stock designated "Genzyme Biosurgery Common
Stock," $0.01 par value per share ("GBX Stock"), which will be issued to the
holders of Biomatrix Common Stock in the Merger. The currently proposed terms of
the GBX Stock are set forth in an exhibit to the Merger Agreement. Upon the
approval of the Genzyme stockholders and in connection with the Merger, the
assets of Genzyme's Tissue Repair Division
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CUSIP NO. 09060P-10-2 13D PAGE 4 OF 10 PAGES
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and Surgical Products Division will become part of the GBX Division and the
outstanding shares of Genzyme Tissue Repair Division Common Stock ("GTR Stock")
and Genzyme Surgical Products Common Stock ("GSP Stock"), each a series of
Genzyme's common stock, will be exchanged for GBX Stock (the "Genzyme
Reorganization").
Under the terms of the Merger Agreement, each outstanding share of
Biomatrix Common Stock will be converted, at the option of the holder, into
either (i) $37.00 in cash or (ii) one share of GBX Stock (the "Merger
Consideration"). Based on the cash election price and the number of shares of
Biomatrix Common Stock outstanding, the cash portion of the transaction is
expected to be approximately $245 million. Under the Merger Agreement, 28.38% of
the shares of Biomatrix Common Stock outstanding at the effective time of the
Merger will be exchanged for cash and the remaining 71.62% of the shares of
Biomatrix Common Stock outstanding at the time of the Merger will be converted
into shares of GBX Stock at a conversion rate of one share of GBX Stock for each
share of Biomatrix Common Stock. However, the number of shares of GBX Stock to
be issued in the Merger is subject to an upward adjustment if the value of the
GBX Stock to be issued in the Merger on the effective date of the Merger is less
than 45% of the value of the total Merger Consideration in order to preserve the
status of the Merger as a tax-free reorganization.
Under the terms of the Merger Agreement, each outstanding share of GSP
Stock will convert into 0.6060 share of GBX Stock and each share of GTR Stock
will convert into 0.3352 share of GBX Stock.
In connection with the Merger Agreement, Genzyme and Biomatrix entered
into a Stock Option Agreement dated March 6, 2000 (the "Option Agreement").
Under the Option Agreement, Biomatrix granted Genzyme an option (the "Option")
to purchase up to 4,600,000 shares of Biomatrix Common Stock at a price of
$30.00 per share. The Option is not currently exercisable and may only be
exercised upon the occurrence of certain events, which are described in Item 5.
If the Option were to become exercisable, the purchase price required to
purchase all shares of Biomatrix Common Stock subject to the Option would be
$138,000,000. The Option may be exercised for cash or pursuant to a cashless
exercise in accordance with its terms. Under the Option Agreement, Genzyme has a
repurchase right whereby Genzyme may, at any time during the period in which the
Option is exercisable, request Biomatrix to purchase from Genzyme (i) all or any
portion of the Option at a price determined by a formula described in Section
7(a)(i) of the Option Agreement, or (ii) all or any portion of the shares under
the Option at a price determined by a formula described in Section 7(a)(ii) of
the Option Agreement. The Option Agreement provides that in no event will the
amount of cash received by Genzyme pursuant to any exercise of its
aforementioned repurchase rights plus other amounts realized by Genzyme as
described in Section 10 of the Option Agreement be permitted to exceed $22
million. Genzyme anticipates that any funds to be paid by it upon exercise of
the Option would be provided from working capital, cash on hand and/or cash
available from external sources, including proceeds from debt or equity
issuances. Genzyme did not pay additional consideration to Biomatrix in
connection with Biomatrix entering into the Option Agreement and granting the
Option.
Also, in connection with the Merger Agreement, certain officers of
Biomatrix (the "Stockholders") holding an aggregate of 7,837,924 shares of
Biomatrix Common Stock entered
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CUSIP NO. 09060P-10-2 13D PAGE 5 OF 10 PAGES
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into voting agreements dated as of March 6, 2000 (the "Voting Agreements") under
which they have agreed to vote all of their shares of Biomatrix Common Stock in
favor of the Merger until the earlier to occur of completion of the Merger or
five (5) days after the termination of the Merger Agreement. Genzyme did not pay
additional consideration to any of the Stockholders in connection with their
execution and delivery of the Voting Agreements.
References to, and descriptions of, the Merger Agreement, the Option
Agreement and the Voting Agreements as set forth above in this Item 3 are
qualified in their entirety by reference to the copies of the Merger Agreement,
the Option Agreement and the form of Voting Agreement included as Exhibits 1, 2
and 3, respectively, to this Schedule 13D, and which are incorporated herein in
their entirety by this reference.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth and/or incorporated by reference in Items 2
and 3 is hereby incorporated by reference into this Item 4.
Upon consummation of the Merger, as contemplated in the Merger
Agreement, the officers and directors of Merger Sub immediately prior to the
effective time of the Merger will be the officers and directors of the surviving
corporation upon the completion of the Merger. In addition, the Articles of
Organization and Bylaws of Merger Sub, shall be the Articles of Organization and
Bylaws of the surviving corporation until thereafter changed as provided therein
or by applicable law, except that the name of the surviving corporation shall be
changed to "Genzyme Biosurgery Corporation" or such other name as Genzyme may
designate. It is expected that the shares of Biomatrix Common Stock will become
eligible for termination of registration pursuant to the Securities Exchange Act
of 1934, as amended.
Consummation of the Merger is subject to the adoption of the Merger
Agreement by the Biomatrix stockholders, the approval of the issuance of GBX
Stock in the Merger and the necessary amendments of Genzyme's charter by the
Genzyme stockholders, including the approval of the exchange of GSP Stock for
GBX Stock by the GSP stockholders and the exchange of GTR Stock for GBX Stock by
the GTR stockholders, the receipt of regulatory approvals and certain other
customary closing conditions.
The Option may be exercised by Genzyme after the date on which (i) the
Merger Agreement becomes terminable under circumstances which would entitle
Genzyme to a Break-Up Fee (as defined in Section 10.4 of the Merger Agreement)
and (ii) assuming the Merger Agreement had been terminated (regardless of
whether it is terminated), Genzyme in fact would become entitled to such
Break-Up Fee. The Option will terminate upon the earliest of (i) the effective
time of the Merger; (ii) 180 days after the date Genzyme becomes entitled to a
Break-Up Fee, (unless the Option cannot be exercised by reason of any applicable
government order or because the waiting period related to the issuance of the
Option shares under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, if applicable, shall not have expired or been terminated, then the
Option shall not terminate until the 10th business day after such impediment to
exercise shall have been removed or shall have become final and not subject to
appeal); and (iii) 30 days after the date on which Genzyme would no longer be
entitled to a Break-Up Fee.
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CUSIP NO. 09060P-10-2 13D PAGE 6 OF 10 PAGES
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The Option Agreement also grants certain registration rights to Genzyme
with respect to the shares of Biomatrix Common Stock subject to the Option.
The Option is not currently exercisable, and until the Option becomes
exercisable and is exercised, Genzyme does not have any right to vote (or to
direct the vote of) or dispose (or to direct the disposition of) any shares of
the Biomatrix Common Stock that may be purchased upon exercise of the Option.
Accordingly, Genzyme expressly disclaims beneficial ownership of all such
shares.
Pursuant to the terms of the Voting Agreements, the Stockholders have
agreed, among other things, (i) to vote all of the shares of Biomatrix Common
Stock beneficially owned by them in favor of the approval and adoption of the
Merger Agreement, the Merger and any other action required in furtherance
thereof, and against opposing or competing proposals to the Merger and (ii) with
certain exceptions, not to transfer, sell, exchange, pledge, or otherwise
dispose of or encumber any such shares. The Voting Agreement terminates upon the
earlier to occur of the completion of the Merger or five days after the
termination of the Merger Agreement. The name of each Stockholder and the number
of outstanding shares of Biomatrix Common Stock held by each Stockholder and
subject to a Voting Agreement are set forth on a schedule following the Form of
Stockholder Voting Agreement attached as Exhibit 3 hereto and are incorporated
herein by reference.
By virtue of the Voting Agreements, Genzyme may be deemed to share with
the Stockholders the power to vote the shares of Biomatrix Common Stock subject
to the Voting Agreements. However, Genzyme does not have any right to dispose
(or direct the disposition of) any shares of Biomatrix Common Stock covered by
the Voting Agreements. Accordingly, Genzyme expressly disclaims beneficial
ownership of all such shares.
Except as otherwise set forth in this Schedule 13D, Genzyme does not
have any present plans, arrangements or understandings that relate to or would
result in:
(a) the acquisition by any person of additional securities of
Biomatrix, or the disposition of securities of Biomatrix;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Biomatrix or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of Biomatrix or
of any of its subsidiaries;
(d) any change in the present board of directors or management of
Biomatrix, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) an material change in the present capitalization or dividend policy
of Biomatrix;
(f) any other material change in Biomatrix's business or corporate
structure;
(g) changes in Biomatrix's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Biomatrix by any person;
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CUSIP NO. 09060P-10-2 13D PAGE 7 OF 10 PAGES
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(h) causing a class of securities of Biomatrix to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of Biomatrix becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Act
of 1933, as amended; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth and/or incorporated by reference in Items 2,
3 and 4 is hereby incorporated by reference.
(a) The number of shares of Biomatrix Common Stock covered by the
Option is 4,600,000 (representing approximately 16.5.% of the shares of
Biomatrix Common Stock issued and outstanding as of January 31, 2000, as
represented by Biomatrix in the Merger Agreement).
The aggregate number of shares of Biomatrix Common Stock
covered by the Voting Agreements is 7,837,924 (representing approximately 33.7%
of the voting power of shares of Biomatrix Common Stock outstanding as of
January 31, 2000, as represented by Biomatrix in the Merger Agreement).
Except as otherwise set forth in this Schedule 13D, to the best of
Genzyme's knowledge as of the date hereof, neither Genzyme nor any of the
individuals named in Schedule I hereto, owns any shares of Biomatrix Common
Stock.
(b) Until the Option becomes exercisable and is exercised, Genzyme does
not have any right to vote (or to direct the vote of) or dispose (or to direct
the disposition of) any shares of Biomatrix Common Stock that may be purchased
upon exercise of the Option. Accordingly, Genzyme expressly disclaims beneficial
ownership of all such shares.
In the event Genzyme were to purchase any shares of Biomatrix Common
Stock covered by the Option, Genzyme would have sole voting and investment power
over such shares.
(c) To the best of Genzyme's knowledge as of the date hereof, neither
Genzyme nor any of the individuals named in Schedule I hereto, has effected any
transaction in Biomatrix Common Stock during the past 60 days.
(d) To the best of Genzyme's knowledge as of the date hereof, neither
Genzyme nor any of the individuals named on Schedule I attached hereto, has or
knows any other person who has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any shares of
Biomatrix Common Stock beneficially owned by Genzyme.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The responses to Items 2 through 5 are incorporated herein by
reference.
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CUSIP NO. 09060P-10-2 13D PAGE 8 OF 10 PAGES
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Copies of the Merger Agreement, the Option Agreement and the Voting
Agreements are included as Exhibits 1, 2 and 3, respectively, to this Schedule
13D. To the best of Genzyme's knowledge, except as described in this Schedule
13D, there are currently no contracts, arrangements, understandings or
relationships among the persons named in Schedule I, and between any such person
or any person, with respect to any securities of Biomatrix.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION
1 Agreement and Plan of Merger, dated as of March 6,
2000, among Genzyme Corporation, Seagull Merger
Corporation and Biomatrix, Inc. (Filed as Exhibit
99.1 to Genzyme's Current Report on Form 8-K (File
No. 0-14680) dated as of March 15, 2000 and
incorporated herein by reference.)
2 Stock Option Agreement, dated as of March 6, 2000
between Genzyme Corporation and Biomatrix, Inc.
(Filed as Exhibit 99.2 to Genzyme's current report on
Form 8-K (File No. 0-14680) dated as of March 15,
2000 and incorporated herein by reference.)
3 Form of Voting Agreement, dated as of March 6, 2000,
between Genzyme Corporation and certain holders of
Biomatrix, Inc. Common Stock. (Filed as Exhibit 99.3
to Genzyme's current report on Form 8-K (File No.
0-14680) dated as of March 15, 2000 and incorporated
herein by reference.)
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CUSIP NO. 09060P-10-2 13D PAGE 8 OF 10 PAGES
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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: March 16, 2000 GENZYME CORPORATION
By: /s/ MICHAEL S. WYNGA
-------------------------------
Michael S. Wyzga
Senior Vice President, Finance
and Chief Financial Officer
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CUSIP NO. 09060P-10-2 13D PAGE 10 OF 10 PAGES
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EXHIBIT INDEX
Exhibit
NO. DESCRIPTION
1 Agreement and Plan of Merger, dated as of March 6,
2000, among Genzyme Corporation, Seagull Merger
Corporation and Biomatrix, Inc. (Filed as Exhibit
99.1 to Genzyme's Current Report on Form 8-K (File
No. 0-14680) dated as of March 15, 2000 and
incorporated herein by reference.)
2 Stock Option Agreement, dated as of March 6, 2000.
between Genzyme Corporation and Biomatrix, Inc.
(Filed as Exhibit 99.2 to Genzyme's current report on
Form 8-K (File No. 0-14680) dated as of March 15,
2000 and incorporated herein by reference.)
3 Form of Voting Agreement, dated as of March 6, 2000,
between Genzyme Corporation and certain holders of
Biomatrix, Inc. Common Stock. (Filed as Exhibit 99.3
to Genzyme's current report on Form 8-K (File No.
0-14680) dated as of March 15, 2000 and incorporated
herein by reference.)
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CUSIP NO. 09060P-10-2 13D PAGE 11 OF 10 PAGES
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SCHEDULE I
DIRECTORS OF GENZYME
Set forth below is the name, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted of each director of Genzyme.
Unless otherwise indicated, each director is a citizen of the United States.
Henri A. Termeer
Chairman of the Board, President and Chief Executive Officer
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
Citizenship: The Netherlands
Constantine E. Anagnostopoulos
Managing General Partner
Gateway Associates (venture capital limited partnership)
800 Maryland Avenue, Suite 1190
St. Louis, Missouri 63105
Douglas A. Berthiaume
President and Chief Executive Officer
Waters Corporation (high technology manufacturer of products used for
analysis and purification)
34 Maple Street
Milford, Massachusetts 01757
Henry E. Blair
President
Dyax Corp. (bioseparation, pharmaceutical discovery and development
company)
One Kendall Square, Building 600, 5th Floor
Cambridge, Massachusetts 02139
Robert J. Carpenter
President and Chief Executive Officer
VacTex, Inc. (biotechnology company)
70 Walnut Street
Wellesley, Massachusetts 02181
Charles L. Cooney
Professor of Chemical and Biochemical Engineering
Massachusetts Institute of Technology
25 Ames Street
Building 66-Room 472
Cambridge, Massachusetts 02139
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Henry R. Lewis
c/o Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
EXECUTIVE OFFICERS OF GENZYME
Set forth below is the name and present principal occupation of each of
the executive officers of Genzyme. Unless otherwise indicated, each executive
officer is a citizen of the United States and has as his principal business
address One Kendall Square, Cambridge, Massachusetts 02139.
Henri A. Termeer
Chairman of the Board, President and Chief Executive Officer
Citizenship: The Netherlands
Russell J. Campanello
Senior Vice President, Human Resources
Earl M. Collier, Jr.
Executive Vice President, Health Systems and Surgical Products
David D. Fleming
Group Senior Vice President, Diagnostic Products and Genetics
Michael S. Wyzga
Senior Vice President, Chief Financial Officer, Corporate Controller
and Chief Accounting Officer
Richard A. Moscicki
Senior Vice President, Clinical, Medical and Regulatory Affairs; Chief
Medical Officer
Alan E. Smith
Senior Vice President, Research; Chief Scientific Officer
Citizenship: United Kingdom
G. Jan van Heek
Executive Vice President, Therapeutics Division and Tissue Repair
Citizenship: The Netherlands
Peter Wirth
Executive Vice President, Legal, Corporate Development, Molecular
Oncology and Pharmaceuticals; Chief Legal Officer
