<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
FOCAL, INC.
-----------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
-----------------------------
(Title of Class of Securities)
343909107
(CUSIP Number)
MICHAEL S. WYZGA
GENZYME CORPORATION
ONE KENDALL SQUARE
CAMBRIDGE, MA 02139
(617) 252-7500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
JANUARY 3, 2001
(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 7 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).
<PAGE>
---------------------------------------- -----------------------
CUSIP NO. 343909107 PAGE 2 OF 7 PAGES
---------------------------------------- -----------------------
SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
GENZYME CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
06-1047163
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 3,851,806
PERSON WITH -----------------------------------------------
8 SHARED VOTING POWER
0
-----------------------------------------------
9 SOLE DISPOSITIVE POWER
3,851,806
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,851,806
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
22.2%
--------------------------------------------------------------------------------
14 TYPE OR REPORT PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS
--------------------------------------------------------------------------------
<PAGE>
---------------------------------------- -----------------------
CUSIP NO. 343909107 PAGE 3 OF 7 PAGES
---------------------------------------- -----------------------
This Amendment No. 2 amends and restates the Statement on Schedule 13D
(the "Statement") filed by Genzyme Corporation ("Genzyme") with the United
States Securities and Exchange Commission (the "Commission") on November 8,
1999, as amended by Amendment No. 1 to Schedule 13D filed by Genzyme with the
Commission on April 14, 2000. The Statement is hereby amended and restated in
its entirety to read as follows:
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, $0.01 par value ("Common
Stock") of Focal, Inc. (the "Issuer"). The principal executive offices of the
Issuer are located at 4 Maguire Road, Lexington, Massachusetts 02173.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement is Genzyme Corporation ("Genzyme"), a
Massachusetts corporation. Genzyme is a publicly-held, diversified human health
care products company with its principal place of business and principal office
located at One Kendall Square, Cambridge, Massachusetts 02139.
Set forth in Exhibit 1 to this Statement incorporated herein by
reference is the following information with respect to each director and
executive officer of Genzyme: (1) name; (2) business address; (3) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted
and (4) citizenship.
During the last five years, neither Genzyme nor any of its directors or
executive officers has been (1) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (2) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining further violation of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 8, 1999, Genzyme purchased 810,372 shares (the "Initial
Shares") of Common Stock for an aggregate purchase price of $5,000,000. 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. On January 3, 2001, Genzyme
purchased 2,427,184 shares (the "Second Option Shares", and together with the
Initial Shares and the First Option Shares, the "Shares") of Common Stock for an
aggregate purchase price of $4,999,999. The funds used in making the purchases
came from Genzyme's working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Under the terms of the Stock Purchase Agreement dated as of October
21, 1999, between Genzyme and the Issuer (the "Stock Purchase Agreement"), a
copy of which is Exhibit 2 to this Statement, Genzyme purchased the Initial
Shares and granted to the Issuer three separate options to require Genzyme to
purchase, in each case, up to $5,000,000 of additional shares of Common
Stock. The Issuer has exercised the first two options. The third option is
exercisable in the sole discretion of the Issuer and is subject to the
fulfillment of the applicable closing conditions set forth in the Stock
Purchase Agreement. All references to the Stock Purchase Agreement are
qualified in their entirety by the full text of such Stock Purchase Agreement
which is incorporated by reference herein.
<PAGE>
---------------------------------------- -----------------------
CUSIP NO. 343909107 PAGE 4 OF 7 PAGES
---------------------------------------- -----------------------
The Issuer may exercise the third option by written notice delivered to
Genzyme during the period from May 30, 2001 to June 18, 2001. The per share
exercise price for the third option will equal the average of the closing prices
of the Common Stock during the 20-trading day period immediately preceding the
delivery date of the exercise notice. The 20-trading day period for determining
the exercise price for the third option may also be delayed under certain
circumstances set forth in the Stock Purchase Agreement. The third option
automatically terminates upon the occurrence of certain events described in the
Stock Purchase Agreement involving a reclassification or recapitalization of the
Common Stock, or a consolidation, merger or sale of the Issuer or the
termination of the Distribution and Marketing Collaboration Agreement dated
October 21, 1999 between the Issuer and Genzyme (the "Distribution Agreement")
as a consequence of certain events specified in the Distribution Agreement.
Under the terms of the Stock Purchase Agreement, the Issuer has granted
to Genzyme the right, subject to certain conditions, to participate in future
issuances of Common Stock or securities convertible into Common Stock (other
than certain exempted issuances) in proportion to Genzyme's ownership of Common
Stock at the time of the proposed issuance.
Genzyme has agreed pursuant to of the Stock Purchase Agreement that it
will not without the consent of the Issuer, either acting alone or as a member
of a "group" (1) acquire beneficial ownership of Common Stock, securities
convertible into Common Stock or other voting securities of the Issuer ("Voting
Stock") (other than pursuant to the exercise by the Issuer of the options or the
exercise by Genzyme of its participation rights) or (2) make a tender offer or
exchange offer for Voting Stock or engage in any solicitation of proxies for the
approval of any transaction, if, after the tender or exchange offer or other
transaction, Genzyme would beneficially own 20% or more of the combined voting
power of the Voting Stock or (3) take any action which could reasonably be
expected to force the Issuer to make a public announcement regarding any of the
matters described in clauses (1) or (2). These "standstill" restrictions will
terminate on the earlier of (1) October 21, 2004 or (2) the date which is one
year after the termination of the Distribution Agreement. In addition, these
"standstill" restrictions may be suspended under certain circumstances described
in the Stock Purchase Agreement.
Pursuant to the Stock Purchase Agreement, if the Issuer receives an
offer from a third party to engage in a transaction which could result in a
change of control of the Issuer, the Issuer has agreed to notify Genzyme
within one trading day and offer to Genzyme an opportunity to negotiate a
change of control transaction with the Issuer on terms no less favorable to
the Issuer than the terms offered by the third party.
The Issuer has also undertaken pursuant to the Stock Purchase Agreement
to amend its Rights Agreement dated as of December 17, 1997 between the Issuer
and Norwest Bank Minnesota, N.A. so as to provide that the entering into of the
Stock Purchase Agreement, the purchase of the Initial Shares, and subsequent
purchases of Common Stock or Voting Stock by Genzyme pursuant to option
exercises, participation rights, or otherwise as permitted subject to the
"standstill" restrictions will not trigger the operation of the Rights Agreement
or cause the rights granted thereunder to become exercisable.
Genzyme expects to evaluate on a continuing basis its goals and
objectives, other business opportunities available to it, and general economic
and equity market conditions, as well as the Issuer's business operations and
prospects. Based on such evaluations, from time to time in the future, subject
to the restrictions in the Stock Purchase Agreement, Genzyme may acquire, or
propose to acquire, additional shares of Common Stock, and Genzyme may dispose
of some or all of the shares of Common Stock it has acquired, in the open
market, in privately negotiated transactions or in accordance with any exercise
of the Third Option.
<PAGE>
---------------------------------------- -----------------------
CUSIP NO. 343909107 PAGE 5 OF 7 PAGES
---------------------------------------- -----------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Genzyme beneficially owns 3,851,806 shares of Common Stock,
representing 22.2% of the outstanding shares of Common Stock of the Issuer based
on (i) 14,903,597 shares outstanding as of October 30, 2000 and (ii) 2,427,184
shares issued to Genzyme on January 3, 2001.
(b) Genzyme has sole voting and investment power over the 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The responses to Items 3 and 4 are incorporated herein by reference. In
addition, concurrently with entering into the Stock Purchase Agreement, Genzyme
and the Issuer entered into a Registration Rights Agreement, dated as of October
21, 1999 (the "Registration Rights Agreement"). The Registration Rights
Agreement is Exhibit 3 to this Statement and is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Directors and Executive Officers of Genzyme. (Filed
herewith)
Exhibit 2: Stock Purchase Agreement dated as of October 21,
1999. (Filed as the same numbered exhibit with the
initial filing of this Statement.)
Exhibit 3: Registration Rights Agreement dated as of October
21, 1999. (Filed as the same numbered exhibit with
the initial filing of this Statement.)
<PAGE>
---------------------------------------- -----------------------
CUSIP NO. 343909107 PAGE 6 OF 7 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: January 3, 2001 GENZYME CORPORATION
By: /s/ Michael S. Wyzga
-----------------------------------------
Senior Vice President, Finance;
Chief Financial Officer; and
Chief Accounting Officer
<PAGE>
-----------------------
PAGE 7 OF 7 PAGES
-----------------------
EXHIBIT INDEX
Exhibit 1: Directors and Executive Officers of Genzyme. (Filed herewith)
Exhibit 2: Stock Purchase Agreement dated as of October 21, 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).
<PAGE>
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
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
President
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)
153 Second Avenue
Waltham, Massachusetts 02451
Charles L. Cooney
Professor of Chemical and Biochemical Engineering
Massachusetts Institute of Technology
25 Ames Street
Building 66-Room 472
Cambridge, Massachusetts 02139
Dr. Victor J. Dzau
Chairman, Department of Medicine
Physician in Chief and Director of Research
Brigham and Women's Hospital
75 Francis Street
Boston, Massachusetts 02115
<PAGE>
EXHIBIT I
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
Earl M. Collier, Jr.
Executive Vice President, Health Systems and Surgical Products
Zoltan Csimma
Senior Vice President, Human Resources
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 Division and Tissue Repair
Citizenship: The Netherlands
Peter Wirth
Executive Vice President, Legal, Corporate Development, Molecular Oncology and
Emerging Technologies; Chief Legal Officer
