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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):
DECEMBER 18, 2000
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
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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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 18, 2000, Genzyme completed the acquisition of Biomatrix,
Inc. The acquisition was structured as a merger of Biomatrix with and into one
of Genzyme's wholly-owned subsidiaries pursuant to an Agreement and Plan of
Merger, dated as of March 6, 2000 among Genzyme, Seagull Merger Corporation and
Biomatrix, as amended. The merger is being accounted for as a purchase.
As consideration for the merger, Genzyme is issuing approximately 17.5
million shares of Genzyme Biosurgery Division Common Stock, $0.01 par value
("Biosurgery Stock"), and approximately $252.5 million in cash. To pay the cash
portion of the merger consideration, Genzyme is using a combination of current
cash and borrowing under a credit facility with Fleet Bank.
Biomatrix stockholders were entitled to submit on or before December 6,
2000, an election form on which they indicated their preferred form of merger
consideration. A stockholder could elect to receive for each share of Biomatrix
common stock held either the "standard consideration" of $10.50 and 0.7162 share
of Biosurgery Stock, the "stock consideration" of one share of Biosurgery Stock,
or the "cash consideration" of $37.00. A stockholder failing to submit a valid
election would receive the standard consideration. Under the merger agreement,
the cash consideration amount of $37.00 per share would be prorated if the final
elections would result in more than 28.38% of the outstanding shares of
Biomatrix common stock being convertible into cash. A proration was required,
and consequently each share of Biomatrix common stock that validly elected the
cash consideration converted into a right to receive $11.03 in cash and 0.7169
of a share of Genzyme Biosurgery Stock. In lieu of issuing any fractional shares
of Genzyme Biosurgery Stock, Genzyme is paying cash in an amount equal to the
share fraction multiplied by $11.79. All outstanding options to purchase shares
of Biomatrix common stock automatically converted into options to purchase
Genzyme Biosurgery Stock based on a one-to-one exchange ratio. A convertible
subordinated note made by Biomatrix in favor of SBC Warburg Dillon Read was
assumed by the Genzyme subsidiary and became a note convertible into the
standard consideration.
The assets acquired in the merger had been used by Biomatrix in the
business of developing, manufacturing and commercializing proprietary
viscoelastic products made of biological polymers called hylans for use in
therapeutic medical applications and skin care. Genzyme will continue to employ
the assets for similar purposes. Specifically, Genzyme intends to combine the
Biomatrix business with the businesses of Genzyme's former Surgical Products and
Tissue Repair divisions as a new division, Genzyme Biosurgery Division, focussed
on developing and commercializing products that combine mechanical and
biological approaches to surgery.
ITEM 5. OTHER EVENTS
Concurrent with the completion of Genzyme's acquisition of Biomatrix,
Genzyme amended its charter to create Genzyme Biosurgery Stock and eliminate
Genzyme Surgical Products Division Common Stock ("Surgical Products Stock") and
Genzyme Tissue Repair Division Common Stock ("Tissue Repair Stock"). At the
effective time of the charter
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amendment, each outstanding share of Surgical Products Stock converted into
0.606 of a share of Genzyme Biosurgery Stock and each outstanding share of
Tissue Repair Stock converted into 0.3352 of a share of Genzyme Biosurgery
Stock. The charter amendment and stock exchange, including the conversion
ratios, were approved at a special meeting of Genzyme stockholders held on
December 15, 2000. In lieu of issuing any fractional shares of Genzyme
Biosurgery Stock, Genzyme is paying cash in an amount equal to the share
fraction multiplied by $11.79. In the exchange, approximately 9.7 million
shares of Genzyme Biosurgery Stock are being issued to former holders of
Tissue Repair Stock and approximately 9.1 million shares of Genzyme
Biosurgery Stock are being issued to former holders of Surgical Products
Stock. All outstanding options to purchase Surgical Products Stock and Tissue
Repair Stock became options to purchase Genzyme Biosurgery Stock at the
applicable exchange ratios.
ITEM 7.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Genzyme intends to provide the financial statements of Biomatrix, Inc.
for the periods specified in Rule 3-05(b) of Regulation S-X, together with a
manually signed accountant's report pursuant to Rule 2-02 of Regulation S-X,
under cover of a Form 8-K/A within the time allowed for such filing by Item
7(a)(4) of this Form.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information will be filed under cover of a Form
8-K/A within the time allowed for such filing by Item 7(a)(4) of this Form.
(c) EXHIBITS.
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Exhibit
No. Description
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2.1 Agreement and Plan of Merger, dated as of March 6, 2000, among Genzyme
Corporation, Seagull Merger Corporation and Biomatrix, Inc., as amended
through October 25, 2000. Filed as Annex A to Amendment No. 2 to Genzyme's
Registration Statement on Form S-4 (File No. 333-34972) filed with the SEC
on October 27, 2000.
4.1 6.9% Convertible Subordinated Note due May 14, 2003 made by Biomatrix,
Inc. in favor of UBS Warburg LLC, successor in interest to SBC Warburg
Dillon Read Inc., dated as of May 14, 1998. Filed herewith.
4.2 Supplemental Agreement, dated as of December 15, 2000, among Seagull Merger
Corporation, Genzyme Corporation, and UBS Warburg LLC. Filed herewith.
99.1 Restated Articles of Organization of Genzyme filed with the Secretary of
the Commonwealth of Massachusetts on December 18, 2000. Filed as Exhibit
99.1 to Genzyme's Current Report on Form 8-K, filed with the SEC on
December 28, 2000.
99.2 Credit Agreement dated December 14, 2000 among Genzyme and
those of its subsidiaries party thereto, the lenders' party
thereto, Fleet National Bank as Administrative Agent, ABN
AMRO Bank N.V. as Syndication Agent and First Union National
Bank as Documentation Agent. Filed herewith.
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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 2, 2001 By: /s/ Michael Wyzga
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Michael Wyzga, Senior Vice President
and Chief Financial Officer
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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 March 6, 2000, among Genzyme
Corporation, Seagull Merger Corporation and Biomatrix, Inc., as amended
through October 25, 2000. Filed as Annex A to Amendment No. 2 to Genzyme's
Registration Statement on Form S-4 (File No. 333-34972) filed with the SEC
on October 27, 2000.
4.1 6.9% Convertible Subordinated Note due May 14, 2003 made by Biomatrix,
Inc. in favor of UBS Warburg LLC, successor in interest to SBC Warburg
Dillon Read Inc., dated as of May 14, 1998. Filed herewith.
4.2 Supplemental Agreement, dated as of December 15, 2000, among Seagull Merger
Corporation, Genzyme Corporation, and UBS Warburg LLC. Filed herewith.
99.1 Restated Articles of Organization of Genzyme filed with the Secretary of
the Commonwealth of Massachusetts on December 18, 2000. Filed as Exhibit
99.1 to Genzyme's Current Report on Form 8-K, filed with the SEC on
December 28, 2000.
99.2 Credit Agreement dated December 14, 2000 among Genzyme and
those of its subsidiaries party thereto, the lenders' party
thereto, Fleet National Bank as Administrative Agent, ABN
AMRO Bank N.V. as Syndication Agent and First Union National
Bank as Documentation Agent. Filed herewith.
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