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As filed with the Securities and Exchange Commission on June 12, 1997
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)
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<S> <C>
Massachusetts 04-3186494
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
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Five 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
Five 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) 573-0100
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities to Amount to be Proposed Proposed Maximum Amount of
be registered registered maximum offering aggregate offering registration fee
price per share(1) price(1)
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Common Stock, $0.01 par value 500,000 shares(2) $8.125 $4,062,500 $1,231.07
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(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 June 10, 1997 as reported by the Nasdaq
National Market System.
(2) This Registration Statement registers an additional 500,000 shares issuable
under the Registrant's 1993 Equity Incentive Plan (the "Plan"). An
aggregate of 2,015,000 shares have previously been registered under the
Plan (Reg. No. 33-69516 covering 350,000 shares, Reg. No. 33-84706 covering
an additional 235,360 shares, Reg. No. 33-88030 covering an additional
432,340 shares, Reg. No. 33-92998 covering an additional 272,300 shares and
Reg. No. 333-04535 covering an additional 725,000 shares).
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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 500,000 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 fiscal year
ended December 29, 1996.
(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. Lynnette C. Fallon, the
Assistant Clerk of the Company, is a partner 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 City of Boston, Commonwealth of Massachusetts, on this 28th
day of May, 1997.
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, Gary Cohen 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 stated and on this 28th day of May, 1997:
Signature Capacity
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/s/ James A. Geraghty President, Chief Executive Officer
- -------------------- (Principal Executive Officer) and
James A. Geraghty Director
/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
Number Description
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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 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.
23.1 Consent of Coopers & Lybrand L.L.P., independent
accountants.
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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EXHIBIT 5
Palmer & Dodge LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
June 11, 1997
Genzyme Transgenics Corporation
Five 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 500,000 shares of the Company's Common Stock,
$.01 par value per share, (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
Palmer & Dodge LLP
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Exhibit 23.1
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 relating to 500,000 shares of the
Company's common stock offered pursuant to the provisions of the Company's 1993
Employee Incentive Plan of our report dated February 24, 1997, except as to the
information presented in Note 13, for which the date is March 17, 1997, on our
audits of the consolidated financial statements of Genzyme Transgenics
Corporation as of December 29, 1996 and December 31, 1995 and for each of the
three fiscal years in the period ended December 29, 1996.
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 10, 1997
