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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENZYME CORPORATION
(Exact name of Registrant as Specified in its Charter)
MASSACHUSETTS 06-1047163
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and
effective upon filing pursuant to is effective pursuant to General
General Instruction A.(c), Instruction A.(d), please check
please check the following box./ / the following box. /X/
Securities Act registration statement file number to which this form
relates:_____________________________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
GENZYME SURGICAL PRODUCTS DIVISION COMMON STOCK, PAR VALUE $.01 PER SHARE
GSP STOCK PURCHASE RIGHTS
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Registration Statement on Form 8-A (the "Registration Statement") filed
by Genzyme Corporation (the "Registrant") on June 11, 1999 is hereby amended by
deleting Item 1(a) and Item 2 and replacing them with the Item 1(a) and Item 2
contained herein. Item 1(b) is not being amended and is reproduced herein.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
(a) Description of Genzyme Surgical Products Division Common Stock, par
value $.01 per share.
The description of the shares of Genzyme Surgical Products Division
Common Stock, par value $.01 per share ("GZSP Stock") registered hereby is
contained under Item 5 of the Registrant's Current Report on Form 8-K (File
No. 0-14680) filed with the Securities and Exchange Commission (the
"Commission") on June 30, 2000 and is hereby incorporated herein by
reference. That description is qualified in its entirely by reference to the
more complete description of the terms of GZSP Stock contained in the
Restated Articles of Organization of Genzyme, which is filed as Exhibit 1 to
this Registration Statement and is incorporated herein by reference.
(b) Description of the GSP Stock Purchase Rights.
Pursuant to the Amended and Restated Renewed Rights Agreement dated as of
June 10, 1999 (the "Agreement") between Genzyme Corporation and American Stock
Transfer & Trust Company, as Rights Agent, each outstanding share of GZSP Stock
also represents one preferred stock purchase right (a "GSP Stock Purchase
Right"). Each GSP Stock Purchase Right will, upon becoming exercisable, entitle
the holder to buy one newly-issued share of Genzyme's Series D Junior
Participating Preferred Stock, par value $0.01 per share, for each share of GZSP
Stock, at an exercise price of $150 per share. The description of the GSP Stock
Purchase Rights is contained in Amendment No. 1 to the Registrant's Registration
Statement on Form 8-A filed with the Commission on June 11, 1999, which is
incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Restated Articles of Organization of the Registrant. Filed as
Exhibit 1 to the Registrant's Current Report on Form 8-K filed
with the Commission on June 30, 2000 (the "June 2000 Form 8-K"),
and incorporated herein by reference.
2. Series Designation for the Series A, Series B, Series C and Series
D Junior Participating Preferred Stock of the Registrant. Filed as
Exhibit 2 to Amendment No. 1 to the Registrant's Registration
Statement on Form 8-A filed with the Commission on June 11, 1999,
and incorporated herein by reference.
3. By-Laws of the Registrant. Filed as Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 (File No. 0-14680), and incorporated herein by
reference.
4. Management and Accounting Policies Governing the Relationship of
Genzyme Divisions. Filed as Exhibit 3 to the Registrant's June
2000 Form 8-K and incorporated herein by reference.
5. Amended and Restated Renewed Rights Agreement dated as of June 10,
1999 between the Registrant and American Stock Transfer & Trust
Company. Filed as Exhibit 4 to Amendment No. 1 to the Registrant's
Registration Statement on Form 8-A filed with the Commission on
June 11, 1999, and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
GENZYME CORPORATION
Date: June 30, 2000 By: /s/ Michael S. Wyzga
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Name: Michael S. Wyzga
Title: Senior Vice President, Finance
and Chief Financial Officer
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EXHIBIT NO. DESCRIPTION
1. Restated Articles of Organization of the Registrant. Filed as
Exhibit 1 to the Registrant's Current Report on Form 8-K filed
with the Commission on June 30, 2000 (the "June 2000 Form 8-K"),
and incorporated herein by reference.
2. Series Designation for the Series A, Series B, Series C and Series
D Junior Participating Preferred Stock of the Registrant. Filed as
Exhibit 2 to Amendment No. 1 to the Registrant's Registration
Statement on Form 8-A filed with the Commission on June 11, 1999,
and incorporated herein by reference.
3. By-Laws of the Registrant. Filed as Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 (File No. 0-14680), and incorporated herein by
reference.
4. Management and Accounting Policies Governing the Relationship of
Genzyme Divisions. Filed as Exhibit 3 to the Registrant's June
2000 Form 8-K, and incorporated herein by reference.
5. Amended and Restated Renewed Rights Agreement dated as of June 10,
1999 between the Registrant and American Stock Transfer & Trust
Company. Filed as Exhibit 4 to Amendment No. 1 to the Registrant's
Registration Statement on Form 8-A filed with the Commission on
June 11, 1999, and incorporated herein by reference.
