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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
JANUARY 5, 2000
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
MASSACHUSETTS 0-14680 06-1047163
(State or other jurisdiction of (Commission file number) (IRS employer identification
incorporation or organization) number)
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ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 252-7500
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ITEM 5. OTHER EVENTS.
On January 5, 2000, Genzyme Tissue Repair, a division of Genzyme Corporation,
announced that the $13 million convertible note that it issued in February 1997
has been fully converted by its private holder.
Genzyme hereby incorporates by reference the contents of the Genzyme Tissue
Repair Division press release dated January 5, 2000, a copy of which is filed
herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS:
Exhibit
No. Description
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99.1 Press release dated January 5, 2000. Filed herewith.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENZYME CORPORATION
Dated: January 10, 2000 By: /s/ Michael. S. Wyzga
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Michael S. Wyzga
Senior Vice President, Finance
Chief Financial Officer and
Chief Accounting Officer
3
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press release dated January 5, 2000. Filed herewith.
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Exhibit 99.1
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FOR IMMEDIATE RELEASE Media Contact Investor Contact:
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January 5, 2000 Elizabeth Heller Kristen Nally
617-761-8419 617-252-7815
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GENZYME TISSUE REPAIR ANNOUNCES COMPLETE CONVERSION OF $13 MILLION PRIVATE
PLACEMENT CONVERTIBLE NOTE
CAMBRIDGE, Mass. - Genzyme Tissue Repair (Nasdaq: GZTR) today announced
that the $13 million convertible note issued in February 1997 has been fully
converted by its private holder. During the first half of December 1999, the
holder converted the remaining $4.2 million of the principal amount of the note
in exchange for approximately 2.9 million GZTR shares. Genzyme Tissue Repair has
no further obligations under the note.
"This is a significant milestone for the company as we gear up for a
year of aggressive growth and lowering our breakeven point to move toward
profitability," said Russell Herndon, president, Genzyme Tissue Repair. "We are
starting 2000 without this added pressure on our stock and with a new plan that
we expect will enable us to achieve our near- and longer-term goals. We
anticipate providing more detailed guidance on our plan later this quarter."
The $13 million note was fully converted into a total of approximately
7.5 million GZTR shares. Genzyme Tissue Repair now has approximately 28.5
million shares outstanding.
Genzyme Tissue Repair is a leading developer of biological products for
the treatment of orthopedic injuries such as cartilage damage, and severe burns.
It is a
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division of Genzyme Corp. and has its own common stock intended to reflect its
value and track its performance.
This press release contains forward-looking statements, including
statements regarding Genzyme Tissue Repair's ability to move toward
profitability, the effect of the complete conversion of the $13 million
convertible note on Genzyme Tissue Repair's stock, expectations regarding the
effect of Genzyme Tissue Repair's new plan and the timing of an announcement of
Genzyme Tissue Repair's guidance for 2000. Actual results may differ materially
depending on many factors, including without limitation, revenue fluctuations,
actual growth rates, actual results of sales and marketing efforts, actual
expenses, market acceptance of and the availability of reimbursement from third
party payors for Genzyme Tissue Repair's products and services, the competitive
environment in the orthopedic and burn care markets, the actual effect of the
complete conversion of the note on Genzyme Tissue Repair's stock, the actual
effect of Genzyme Tissue Repair's new plan and the actual timing of an
announcement of Genzyme Tissue Repair's guidance for 2000.
# # #
Genzyme's releases are on the World Wide Web at http://www.genzyme.com.
They are also available from Genzyme's fax-on-demand service at 1-800-436-1443
within the United States and 1-201-521-1080 outside the United States.
