<PAGE>
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):
DECEMBER 18, 2000
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-14680 06-1047163
(State or other jurisdiction of (Commission file (IRS employer
incorporation or organization) number) identification number)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 252-7500
<PAGE>
ITEM 5. OTHER EVENTS.
PURPOSE OF THIS REPORT
The purpose of this Current Report is to report upon
- the filing with the Secretary of Commonwealth of Massachusetts
by Genzyme Corporation ("Genzyme"), and the effectiveness of,
an amendment and restatement of Genzyme's corporate charter
(the "Amendment") solely to
(1) cancel its Genzyme Surgical Products Division Common
Stock (the "Surgical Products Stock") and its Genzyme
Tissue Repair Common Stock (the "Tissue Repair
Stock") and create its Genzyme Biosurgery Division
Common Stock , $0.01 par value (the "Biosurgery
Stock"), and
(2) cancel its Series B Junior Participating Preferred
Stock and Series D Junior Participating Preferred
Stock and create a new Series B Junior Participating
Preferred Stock;
- the adoption of a revised set of Management and Accounting
Policies Governing the Relationship of Genzyme Divisions
("Divisional Policies") solely to reflect the elimination of
the Genzyme Surgical Products Division and the Genzyme Tissue
Repair Division and the creation of the Genzyme Biosurgery
Division; and
- the amendment of the Company's Amended and Restated Renewed
Rights Agreement (the "Amended Rights Agreement") between
Genzyme and American Stock Transfer & Trust Company, as Rights
Agent solely to reflect the cancellation of the purchase
rights associated with Surgical Products Stock and the Tissue
Repair Stock and the creation purchase rights associated with
the Biosurgery Stock.
The Amendment was filed with the Secretary of the Commonwealth of Massachusetts
on December 18, 2000, becoming automatically effective at 11:59 p.m. on such
date (the "Effective Time"). The Amended Rights Agreement is effective as of the
Effective Time.
Set forth below is a description of
- the terms of the Biosurgery Stock created by the Amendment,
- the Divisional Policies, and
- Amended Rights Agreement, including a description of the
purchase rights associated with the Biosurgery Stock and the
new Series B Junior Participating Preferred Stock.
5(a) DESCRIPTION OF BIOSURGERY STOCK AND DIVISIONAL POLICIES
For a description of the Biosurgery Stock and the Divisional Policies
see the description contained in Genzyme's Registration Statement on Form 8-A
(File No. 0-14680) registering such security as filed with the Securities and
Exchange Commission (the "Commission") on December 19, 2000, which description
is hereby incorporated herein by reference. That description of the Biosurgery
Stock and the Divisional Policies is qualified in its entirety by reference to
the more complete description of the terms of such security and policies as
contained in the Genzyme's Restated Articles of Organization and its Divisional
Policies, which are filed as Exhibits 1 and 3, respectively, to that
registration statement and is incorporated herein by reference.
<PAGE>
5(b) DESCRIPTION OF THE AMENDED RIGHTS AGREEMENT
For a description of the Amended Rights Agreement, see the description
contained in Genzyme's Registration Statement on Form 8-A (File No. 0-14680)
registering the purchase rights associated with Genzyme's common stock filed
with the Securities and Exchange Commission (the "Commission") on December 19,
2000, which description is hereby incorporated herein by reference. That
description of the Amended Rights Agreement is qualified in its entirety by
reference to the Amended Rights Agreement itself, which is filed as Exhibit 4 to
that registration statement and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1. Related Articles of Organization of Genzyme filed with the
Secretary of the Commonwealth of Massachusetts on December
18, 2000. Filed as Exhibit 1 to Genzyme's Registration
Statement on Form 8-A registering Genzyme Biosurgery
Division Common Stock, filed with the SEC on December 19,
2000.
2. Managing and Accounting Policies Governing the Relationship
of Genzyme Divisions. Filed as Exhibit 3 to Genzyme's
Registration Statement on Form 8-A registering Genzyme
Biosurgery Division Common Stock, filed with the SEC on
December 19, 2000.
3. Second Amended and Restated Renewed Rights Agreement dated
December 18, 2000 between Genzyme and American Stock
Transfer & Trust Company, as Rights Agent. Filed as Exhibit
4 to Genzyme's Registration Statement on Form 8-A
registering GBS Purchase Rights, filed with the SEC on
December 19, 2000.
</TABLE>
<PAGE>
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: December 18, 2000 By: /s/ Michael Wyzga
---------------------------------------
Michael Wyzga, Senior Vice President
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1. Related Articles of Organization of Genzyme filed with the
Secretary of the Commonwealth of Massachusetts on December
18, 2000. Filed as Exhibit 1 to Genzyme's Registration
Statement on Form 8-A registering Genzyme Biosurgery
Division Common Stock, filed with the SEC on December 19,
2000.
2. Managing and Accounting Policies Governing the Relationship
of Genzyme Divisions. Filed as Exhibit 3 to Genzyme's
Registration Statement on Form 8-A registering Genzyme
Biosurgery Division Common Stock, filed with the SEC on
December 19, 2000.
3. Second Amended and Restated Renewed Rights Agreement dated
December 18, 2000 between Genzyme and American Stock
Transfer & Trust Company, as Rights Agent. Filed as Exhibit
4 to Genzyme's Registration Statement on Form 8-A
registering GBS Purchase Rights, filed with the SEC on
December 19, 2000.
</TABLE>
