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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 2000
REGISTRATION NO. 333-49130
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
GENZYME CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
MASSACHUSETTS 2836 06-1047163
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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--------------------------
ONE KENDALL SQUARE CAMBRIDGE, MASSACHUSETTS 02139
(617) 252-7500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PETER WIRTH
GENZYME CORPORATION
ONE KENDALL SQUARE
CAMBRIDGE, MASSACHUSETTS 02139
(617) 252-7500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------------
COPIES OF ALL CORRESPONDENCE TO:
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PAUL M. KINSELLA JEFFREY M. WIESEN
BETTY LO CUALIO LEWIS J. GEFFEN
PALMER & DODGE LLP MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND
ONE BEACON STREET POPEO, P.C.
BOSTON, MASSACHUSETTS 02108 ONE FINANCIAL CENTER
(617) 573-0100 BOSTON, MASSACHUSETTS 02111
(617) 542-6000
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--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective time of this Registration Statement
and the effective time
of the merger contemplated by the Agreement and Plan of Merger between Genzyme
Corporation and
GelTex Pharmaceuticals, Inc., dated as of September 11, 2000, as amended, which
is attached as
Annex A to the proxy statement/prospectus forming a part of this Registration
Statement.
--------------------------
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /X/ Registration No. 333-49130.
--------------------------
This Post-Effective Amendment No. 1 to Registration Statement on Form S-4
(No. 333-49130) is filed pursuant to Rule 462(d) solely to file updated exhibits
and amend the exhibit index to such Registration Statement. This Post-Effective
Amendment No. 1 does not change any of the information included in Part I or
Part II of such Registration Statement.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Post-Effective Amendment No. 1 to this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cambridge, Commonwealth of Massachusetts, as of November 14, 2000.
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GENZYME CORPORATION
BY: /S/ MICHAEL S. WYZGA
-----------------------------------------
Michael S. Wyzga
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER
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Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this registration statement has been signed on
November 14, 2000 by the following persons in the capacities indicated.
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<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S> <C>
/s/ HENRI A. TERMEER* Principal Executive
------------------------------------------- Officer and Director
Henri A. Termeer
/s/ MICHAEL S. WYZGA Principal Financial and
------------------------------------------- Accounting Officer
Michael S. Wyzga
/s/ CONSTANTINE E. ANAGNOSTOPOULOS* Director
-------------------------------------------
Constantine E. Anagnostopoulos
/s/ DOUGLAS A. BERTHIAUME* Director
-------------------------------------------
Douglas A. Berthiaume
/s/ HENRY E. BLAIR* Director
-------------------------------------------
Henry E. Blair
/s/ ROBERT J. CARPENTER* Director
-------------------------------------------
Robert J. Carpenter
/s/ CHARLES L. COONEY* Director
-------------------------------------------
Charles L. Cooney
/s/ VICTOR J. DZAU* Director
-------------------------------------------
Victor J. Dzau
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By: /s/ MICHAEL S. WYZGA
------------------------------
Michael S. Wyzga
Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
--------------------- ------------------------------------------------------------
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2.1 Agreement and Plan of Merger, dated as of September 11,
2000, among Genzyme Corporation, Titan Acquisition Corp. and
GelTex Pharmaceuticals, Inc. as amended through October 19,
2000 (attached as Annex A to the proxy statement/prospectus
contained in this registration statement).
2.2 Agreement and Plan of Merger, dated as of March 6, 2000,
among Genzyme Corporation, Seagull Merger Sub and Biomatrix,
Inc., as amended through August 25, 2000. Filed as Exhibit
99.1 to Genzyme's Current Report on Form 8-K dated March 6,
2000, and incorporated herein by reference.
3.1 Amended and Restated Articles of Organization of Genzyme, as
amended. Filed as Exhibit 1 to Genzyme's Current Report on
Form 8-K filed with the Commission on June 30, 2000, and
incorporated herein by reference.
3.2 By-laws of Genzyme, as amended. Filed as Exhibit 3.2 to
Genzyme's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, and incorporated herein by
reference.
4.1 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), and
incorporated herein by reference.
4.2 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), and incorporated herein by reference.
4.3 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), and
incorporated herein by reference.
4.4 Amended and Restated Renewed Rights Agreement dated as of
June 10, 1999 between Genzyme and American Stock Transfer
and Trust Company. Filed as Exhibit 4 to Amendment No. 1 to
Genzyme's Registration Statement on Form 8-A dated June 11,
1999, and incorporated herein by reference.
4.5 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), and incorporated herein by
reference.
4.6 Form of Genzyme General Division Convertible Debenture,
dated August 29, 1998, including a schedule with respect
thereto filed pursuant to Instruction 2 to Item 601
of Regulation S-K. Filed as Exhibit 4.15 to Genzyme's
Registration Statement on Form S-3 (File No. 333-64901) and
incorporated herein by reference.
4.7 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, and incorporated
herein by reference.
4.8 Warrant Agreement between Genzyme and Comdisco, Inc. Filed
as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. (File
No. 0-20138), and incorporated herein by reference.
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<PAGE>
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
--------------------- ------------------------------------------------------------
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5.1 Opinion of Palmer & Dodge LLP regarding the validity of
securities to be issued under this registration statement.
Previously filed.
8.1 Opinion of Palmer & Dodge LLP regarding material U.S.
federal income tax consequences of the merger. Previously
filed.
8.2 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. regarding material U.S. federal income tax consequences
of the merger. Previously filed.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants to Genzyme. Previously filed.
23.2 Consent of Ernst & Young LLP, independent accountants to
GelTex Pharmaceuticals, Inc. Previously filed.
23.3 Consent of PricewaterhouseCoopers LLP, independent
accountants to Biomatrix, Inc. Previously filed.
23.4 Consent of PricewaterhouseCoopers LLP, independent
accountants to RenaGel LLC. Previously filed.
23.5 Consent of Palmer & Dodge LLP (contained in Exhibit 8.1
hereto).
23.6 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. (contained in Exhibit 8.2 hereto).
23.7 Consent of SG Cowen Securities Corporation. Previously
filed.
24.1 Power of Attorney (included on the signature page to the
initial filing of this Registration Statement).
99.1 Form of Proxy Card for holders of GelTex common stock.
Previously filed.
99.2 Form of Election Form/Letter of Transmittal for holders of
GelTex common stock. Filed herewith.
99.3 Opinion of SG Cowen Securities Corporation (included as
Annex B to the proxy statement/prospectus which is a part of
this registration statement).
99.4 Management and Accounting Policies Governing the
Relationship of Genzyme Divisions (included as Annex D to
the proxy statement/prospectus contained in this
registration statement).
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