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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(AMENDMENT NO. 8)(1)
GENZYME TRANSGENICS CORPORATION
(Name of Issuer)
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COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
37246E 10 5
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(CUSIP Number)
MICHAEL S. WYZGA
GENZYME CORPORATION
ONE KENDALL SQUARE
CAMBRIDGE, MA 02139
(617) 252-7500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 28, 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)
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(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 1 of 5 pages)
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CUSIP NO. 37246E 10 5 PAGE 2 OF 5 PAGES
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SCHEDULE 13D
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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 ITEM 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 8,263,243 shares
BY EACH REPORTING
PERSON WITH -------- -----------------------------------
8 SHARED VOTING POWER
0 shares
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9 SOLE DISPOSITIVE POWER
8,263,243 shares
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10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,263,243 shares
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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)
27.4%
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14 TYPE OR REPORT PERSON*
CO
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*SEE INSTRUCTIONS
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CUSIP NO. 37246E 10 5 PAGE 3 OF 5 PAGES
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This Amendment No. 8 amends the statement on Schedule 13D initially
filed by Genzyme Corporation, a Massachusetts corporation ("Genzyme"), with the
Securities and Exchange Commission (the "Commission") on July 19, 1993 and the
statement on Schedule 13G filed with the Commission on October 6, 1994, each as
thereafter amended by Amendment No. 1 on Schedule 13D filed with the Commission
on February 21, 1995, Amendment No. 2 on Schedule 13D filed with the Commission
on June 21, 1995 and Amendment No. 3 on Schedule 13D filed with the Commission
on August 2, 1995, all as amended and restated by Amendment No. 4 on Schedule
13D filed with the Commission on August 9, 1996, and as further amended by
Amendment No. 5 on Schedule 13D filed on February 26, 1999, and Amendment No. 6
on Schedule 13D filed on November 24, 1999, all as amended and restated by
Amendment No. 7 on Schedule 13D filed on November 14, 2000 (as so amended and
restated, the "Schedule 13D").
Except as set forth below, there are no changes to the information set
forth in the Schedule 13D. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Schedule 13D.
The purpose of this Amendment No. 8 is to report (1) the disposition by
Genzyme of 100,000 shares of Common Stock, $0.01 par value, of Genzyme
Transgenics Corporation and (2) a warrant held by Genzyme becoming exercisable
for 96,000 additional shares of that stock.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by inserting between the fifteenth and sixteenth
paragraphs the following paragraph:
On November 9, 2000, Genzyme sold 25,000 shares of Common Stock of the
Issuer on the Nasdaq National Market. On November 10, 2000, Genzyme sold 75,000
shares of Common Stock of the Issuer on the Nasdaq National Market. On December
28, 2000, the warrant Genzyme acquired on December 28, 1998 became exercisable
for 96,000 additional shares of Common Stock of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended by replacing subsection (a) with the following
paragraph:
(a) Genzyme beneficially owns 8,263,243 shares of the Common Stock of
the Issuer representing 27.4% of the outstanding shares of Common Stock of the
Issuer based on 29,635,915 shares outstanding as of November 27, 2000. The
shares beneficially owned by Genzyme include an aggregate of 518,324 shares
currently issuable upon exercise of warrants described in Item 4.
Item 5 is amended by replacing subsection (b) with the following
paragraph:
(b) Genzyme has sole voting and investment power over the shares of
Common stock of the Issuer that it beneficially owns.
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CUSIP NO. 37246E 10 5 PAGE 4 OF 5 PAGES
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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 5, 2001 GENZYME CORPORATION
By: /s/ Michael S. Wyzga
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Michael S. Wyzga
Senior Vice President and
Chief Financial Officer
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CUSIP NO. 37246E 10 5 PAGE 5 OF 5 PAGES
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EXHIBIT INDEX
Exhibit 1: Directors and Executive Officers of Genzyme.
Exhibit 2: Warrant to purchase Common Stock, dated July 3,
1995. Filed August 2, 1995 as Exhibit 3 to Amendment
No. 3 to this Schedule 13D and incorporated herein by
reference.
Exhibit 3: Convertible Debt and Development Funding
Agreement, dated as of March 29, 1996. Filed as
Exhibit 10.31 to the Issuer's annual report on Form
10-K for the year ended December 31, 1995 (File No.
0-21794) and incorporated herein by reference.
Exhibit 4: First Amendment to Convertible Debt and
Development Funding Agreement, dated as of May 3,
1996. Filed as Exhibit 10.31.2 to the Issuer's
registration statement on Form S-1 (File No.
333-05843) filed June 12, 1996 and incorporated
herein by reference.
Exhibit 5: Warrant to purchase Common Stock, dated December 28,
1998. Filed as Exhibit 5 to Genzyme's Amendment No. 5
to this Schedule 13D (Commission File No. 005-46637)
and incorporated herein by reference.
Exhibit 6: Stock Purchase Agreement dated November 12, 1999
between the Issuer and Genzyme. Filed as Exhibit 7 to
Genzyme's Amendment No. 6 to this Schedule 13D
(Commission File No. 005-46637) and incorporated
herein by reference.
Exhibit 7: Warrant to Purchase Common Stock dated November 12,
1999. Filed as Exhibit 8 to Genzyme's Amendment No. 6
to this Schedule 13D (Commission File No. 005-46637)
and incorporated herein by reference.
Exhibit 8: Warrant to Purchase Common Stock dated November 22,
1999. Filed as Exhibit 9 to Genzyme's Amendment No. 6
to this Schedule 13D (Commission File No. 005-46637)
and incorporated herein by reference.
Exhibit 9: Series A Convertible Preferred Stock Purchase
Agreement dated as of May 1, 1993 between Genzyme and
the Issuer. Filed as Exhibit 10.5 to the Issuer's
Registration Statement on Form S-1 (Registration No.
33-62782) and incorporated herein by reference.
Exhibit 10: Second Amended and Restated Convertible Debt
Agreement dated as of December 28, 1998 between
Genzyme and the Issuer. Filed as Exhibit 10.29 to
Issuer's Annual Report on Form 10-K for the fiscal
year ended January 3, 1999 (Commission File No.
0-21794) and incorporated herein by reference.
