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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)(1)
FOCAL, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
343909107
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(CUSIP Number)
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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)
APRIL 14, 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 5 pages)
------------------
(1)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the NOTES).
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SCHEDULE 13D
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CUSIP NO. 343909107 Page 2 of 5 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
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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 SOLE VOTING POWER
BENEFICIALLY OWNED 1,424,622
BY EACH REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,424,622
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,424,622
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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)
9.6%
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14 TYPE OR REPORT PERSON*
CO
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*SEE INSTRUCTIONS
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Page 3 of 5 pages
This Amendment No. 1 amends and supplements the Statement on Schedule
13D initially filed by Genzyme Corporation, a Massachusetts corporation
("Genzyme"), with the Securities and Exchange Commission (the "Commission") on
November 8, 1999.
Except as set forth below, there are no changes in the information
set forth in the Schedule 13D. Capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended by replacing in its entirety the information
regarding the directors and executive officers of Genzyme that is set forth in
Exhibit 1 to the Schedule 13D and incorporated in such item by reference with
the information set forth in Exhibit 1 to this Amendment No. 1 on Schedule 13D
and incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended by inserting the following text at the end of such
item:
On April 14, 2000, Genzyme purchased 614,250 shares (the "First Option
Shares") of Common Stock for an aggregate purchase price of $4,999,995.
The funds used in making the purchase came from Genzyme's working
capital.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended by replacing such item in its entirety with the
following text:
(a) Genzyme beneficially owns 1,424,622 shares of Common Stock,
representing 9.59% of the outstanding shares of Common Stock of the Issuer based
on 14,235,231 shares outstanding as of March 20, 2000. The Initial Shares were
acquired from the Issuer in a private placement on November 8, 1999 and the
First Option Shares were acquired from the Issuer in a private placement on
April 14, 2000 pursuant to the exercise by the Issuer of the first option
described in Item 4.
(b) Genzyme has sole voting and investment power over the Initial
Shares and the First Option Shares.
(c) Other than pursuant to the transactions described in Item 3 and
Item 4, neither Genzyme nor any director or executive officer of Genzyme has
acquired or disposed of any shares of Common Stock of the Issuer during the past
60 days.
(d) Not applicable.
(e) Not applicable.
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Page 4 of 5 pages
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: April 14, 2000 GENZYME CORPORATION
By: /s/ Michael S. Wyzga
--------------------------------
Michael S. Wyzga
Senior Vice President, Finance;
Chief Financial Officer;
and Chief Accounting Officer
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Page 5 of 5 pages
EXHIBIT INDEX
The Exhibit Index is amended by replacing the text of such Index in its entirety
with the following text:
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Exhibit 1: Directors and Executive Officers of Genzyme. Filed herewith.
Exhibit 2: Stock Purchase Agreement dated as of October 23, 1999. Filed as
Exhibit 2 to Statement on Schedule 13D filed on November 8, 1999
(File No. 000-23247).
Exhibit 3: Registration Rights Agreement dated as of October 21, 1999.
Filed as Exhibit 3 to Statement on Schedule 13D filed
on November 8, 1999 (File No. 000-23247).
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EXHIBIT 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
Constantine E. Anagnostopoulos
Managing General Partner
Gateway Associates (venture capital limited partnership)
800 Maryland Avenue, Suite 1190
St. Louis, MO 63105
Douglas A. Berthiaume
Chairman, 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
Chairman and Chief Executive Officer
Dyax Corp. (bioseparation, pharmaceutical discovery and development
company)
One Kendall Square, Building 600, 5th Floor
Cambridge, Massachusetts 02139
Robert J. Carpenter
Chairman
GelTex Pharmaceuticals, 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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EXHIBIT I
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
Russell J. Campanello
Senior Vice President, Human Resources
Earl M. Collier, Jr.
Executive Vice President; President, Surgical Products
David D. Fleming
Group Senior Vice President, Diagnostic Products and Genetics
Michael S. Wyzga
Senior Vice President, Chief Financial Officer 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 and Genetics
Citizenship: The Netherlands
Peter Wirth
Executive Vice President, Legal, Corporate Development, Molecular
Oncology and Pharmaceuticals; Chief Legal Officer
