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As filed with the Securities and Exchange Commission on May 24, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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GENZYME TRANSGENICS CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3186494
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
ONE MOUNTAIN ROAD, FRAMINGHAM, MASSACHUSETTS 01701
(Address of Principal Executive Offices)
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1993 EQUITY INCENTIVE PLAN
(Full title of the plan)
JAMES A. GERAGHTY
President and Chief Executive Officer
Genzyme Transgenics Corporation
One Mountain Road
Framingham, Massachusetts 01701
(508) 872-8400
(Name, address and telephone number of agent for service)
with copies to:
LYNNETTE C. FALLON, ESQUIRE
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0220
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 725,000 shares(2) $9.75 $7,068,750 $2,437.50
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the high and low
prices of the Registrant's Common Stock on May 17, 1996 as reported by the
Nasdaq National Market System.
(2) This Registration Statement registers an additional 725,000 shares
issuable under the Registrant's 1993 Equity Incentive Plan (the "Plan").
An aggregate of 1,290,000 shares have previously been registered under the
Plan (Registration No. 33-69516 covering 350,000 shares, Registration No.
33-84706 covering an additional 235,360 shares, Registration No.
33-88030 covering an additional 432,340 shares and Registration No.
33-92998 covering an additional 272,300 shares).
</TABLE>
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Exhibit Index Appears on Page 6
Page 1 of 10 Sequential Pages
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STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE
REGISTRATION STATEMENT.
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") on September 28, 1993 (File No. 33-69516) relating
to the registration of 350,000 shares of the Registrant's Common Stock, $0.01
par value per share (the "Common Stock"), authorized for issuance under the
Registrant's 1993 Equity Incentive Plan (the "Plan"), are incorporated by
reference in their entirety in this Registration Statement, except as to the
items set forth below. This Registration Statement provides for the registration
of an additional 725,000 shares of the Registrant's Common Stock to be issued
under the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission (File No. 0-21794) are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995
(b) All other reports of the Registrant filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report referred to
in (a) above.
(c) The description of the Registrant's Common Stock contained in
its Registration Statement on Form 8-A (File No. 0-21794) filed on May 19, 1993,
including any amendment or report filed for the purpose of updating such
description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be passed upon for the
Company by Palmer & Dodge LLP, Boston, Massachusetts. Peter Wirth and Lynnette
C. Fallon, the Clerk and Assistant Clerk, respectively, of the Company, are
partners of Palmer & Dodge LLP.
ITEM 8. EXHIBITS.
See Exhibit Index on page 6.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Framingham, Commonwealth of Massachusetts, on this
15th day of May, 1996.
GENZYME TRANSGENICS CORPORATION
(Registrant)
By: /s/ James A. Geraghty
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James A. Geraghty,
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Genzyme Transgenics
Corporation, hereby severally constitute and appoint James A. Geraghty, John
B. Green, Mark A. Hofer, Peter Wirth and Lynnette C. Fallon, and each of them
singly, our true and lawful attorneys-in-fact, with full power to them in any
and all capacities, to sign any amendments to this Registration Statement on
Form S-8 (including any post-effective amendments thereto), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on this 15th day of May, 1996:
Signature Capacity
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/s/ James A. Geraghty President, Chief Executive Officer
- -------------------------------- (Principal Executive Officer) and Director
James A. Geraghty
/s/ John B. Green Vice President and Chief Financial Officer
- -------------------------------- (Principal Financial Officer and Principal
John B. Green Accounting Officer)
/s/ Henri A. Termeer Chairman of the Board and Director
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Henri A. Termeer
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/s/ Robert W. Baldridge Vice Chairman of the Board and Director
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Robert W. Baldridge
/s/ Henry E. Blair Director
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Henry E. Blair
/s/ Alan E. Smith Director
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Alan E. Smith
/s/ Alan W. Tuck Director
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Alan W. Tuck
/s/ Francis J. Bullock Director
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Francis J. Bullock
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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4.1 Restated Articles of Organization of Genzyme
Transgenics Corporation, as amended. Filed as Exhibit
3.1 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (Commission
File No. 0-21794) and incorporated herein by
reference. *
4.2 By-laws of Genzyme Transgenics Corporation (as
amended through June 25, 1993). Filed as Exhibit 3.2
to the Registrant's Registration Statement on Form S-1
(File No. 33-62782) and incorporated herein by
reference. *
5 Opinion of Palmer & Dodge LLP as to the legality of the
securities registered hereunder. 7
23.1 Consent of Coopers & Lybrand LLP, independent
accountants. 9
23.2 Consent of Palmer & Dodge LLP (contained in Opinion of
Palmer & Dodge LLP filed as Exhibit 5). ---
24 Power of Attorney (set forth on the Signature Page to
this Registration Statement) ---
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* Incorporated by reference
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EXHIBIT 5
[Opinion of Palmer & Dodge LLP]
May 23, 1996
Genzyme Transgenics Corporation
One Mountain Road
Framingham, Massachusetts 01701
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Genzyme
Transgenics Corporation (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on or about the date
hereof. The Registration Statement relates to 725,000 shares of the Company's
Common Stock, $.01 par value, (the "Shares") offered pursuant to the provisions
of the Company's 1993 Equity Incentive Plan (the "Plan").
We have acted as your counsel in connection with the preparation of
the Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization, issuance and sale of the Shares.
We have examined all such documents as we consider necessary to enable us to
render this opinion.
Based upon the foregoing, we are of the opinion that, when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
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Palmer & Dodge LLP
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
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We consent to the incorporation by reference in this registration statement of
Genzyme Transgenics Corporation on Form S-8 to register 725,000 shares of
Common Stock under the 1993 Equity Incentive Plan of our report dated
February 26, 1996, except as to the information presented in Note 13, for which
the date is March 28, 1996, on our audits of the consolidated financial
statements of Genzyme Transgenics Corporation as of December 31, 1995 and 1994,
and for the years ended December 31, 1995, 1994, and 1993, which report is
included in this Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
Boston, Massachusetts
May 23, 1996
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