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As filed with the Securities and Exchange Commission on August 21, 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)
Massachusetts 04-3186494
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Five Mountain Road, Framingham, Massachusetts 01701
(Address of Principal Executive Offices)
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HENRI A. TERMEER STOCK OPTIONS
(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
<TABLE>
Proposed Proposed maximum
Title of each class of securities to Amount to be maximum offering aggregate offering Amount of
be registered registered price per share price registration fee
- ------------------------------------ ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 3,000 shares(1) $7.25 $21,750 $6.59
Common Stock, $0.01 par value 10,000 shares(1) $3.625 $36,250 $10.99
</TABLE>
- -----------------
(1) Shares issuable under options granted to Henri A. Termeer, a director of
the Company, on May 28, 1997 and May 19, 1995, respectively.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") 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.
(d) The Registrant's definitive proxy statement or information statement,
if any, filed pursuant to Section 14 of the Exchange Act in connection with the
latest annual meeting of its stockholders, and any definitive proxy or
information statements so filed in connection with any subsequent special
meetings of its stockholders.
(e) Information as to stock options, including the amount outstanding,
exercises, prices and expiration dates, included in the Registrant's definitive
proxy statement, described in (d) above and which will be included in the future
either in the Registrant's proxy statements, annual reports or appendices to the
prospectus.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Sections 13(a), 13(d), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that 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 4. Description of Securities.
Not Applicable.
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 6. Indemnification of Directors and Officers.
Section 67 of chapter 156B of the Massachusetts Business Corporation Law
grants the Registrant the power to indemnify any director, officer, employee or
agent to whatever extent permitted by the Registrant's Restated Articles of
Organization, By-laws or a vote adopted by the holders of a majority of the
shares entitled to vote thereon, unless the proposed indemnitee has been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his or her actions were in the best
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interests of the corporation or, to the extent that the matter for which
indemnification is sought relates to service with respect to an employee benefit
plan, in the best interests of the participants or beneficiaries of such
employee benefit plan. Such indemnification may include payment by the
Registrant of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he or she shall be adjudicated to be not entitled to indemnification under
the statute.
Article VI of the Registrant's By-laws provides that the Registrant shall,
to the extent legally permissible, indemnify each person who may serve or who
has served at any time as a director or officer of the corporation or of any of
its subsidiaries, or who at the request of the corporation may serve or at any
time has served as a director, officer or trustee of, or in a similar capacity
with, another organization or an employee benefit plan, against all expenses and
liabilities (including counsel fees, judgments, fines, excise taxes, penalties
and amounts payable in settlements) reasonably incurred by or imposed upon such
person in connection with any threatened, pending or completed action, suit or
other proceeding, whether civil, criminal, administrative or investigative, in
which he or she may become involved by reason of his or her serving or having
served in such capacity (other than a proceeding voluntarily initiated by such
person unless he or she is successful on the merits, the proceeding was
authorized by the corporation or the proceeding seeks a declaratory judgment
regarding his or her own conduct). Such indemnification shall include payment
by the Registrant of expenses incurred in defending a civil or criminal action
or proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he or she shall be adjudicated to be not entitled to indemnification under
Article VI, which undertaking may be accepted without regard to the financial
ability of such person to make repayment.
The indemnification provided for in Article VI is a contract right inuring
to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not exclusive of
any other rights to which such director, officer or other person may be entitled
by contract or otherwise under law, and inures to the benefit of the heirs,
executors and administrators of such a person.
The Registrant also has in place agreements with certain officers and
directors which affirm the Registrant's obligation to indemnify them to the
fullest extent permitted by law and contain various procedural and other
provisions which expand the protection afforded by the Registrant's By-laws.
Section 13(b)(1-1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its articles of
organization, eliminate a director's personal liability to the corporation and
its stockholders for monetary damages for breaches of fiduciary duty, except in
circumstances involving (i) a breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
unauthorized distributions and loans to insiders and (iv) transactions from
which the director derived an improper personal benefit. Section 6.5 of the
Registrant's Restated Articles of Organization provides that no director shall
be personally liable to the corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director, except to the extent that such
exculpation is not permitted under the Massachusetts Business Corporation Law as
in effect when such liability is determined.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represents a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with
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the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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 21
day of August, 1997.
GENZYME TRANSGENICS CORPORATION
(Registrant)
By: /s/ James A. Geraghty
-------------------------------------
James A. Geraghty,
President and Chief Executive Officer
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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 21 day of August, 1997:
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ James A. Geraghty President, Chief Executive Officer August 21, 1997
- ---------------------- (Principal Executive Officer) and Director
James A. Geraghty
/s/ John B. Green Vice President and Chief Financial Officer August 21, 1997
- ---------------------- (Principal Financial Officer and Principal
John B. Green Accounting Officer)
/s/ Henri A. Termeer Chairman of the Board and Director August 21, 1997
- ----------------------
Henri A. Termeer
/s/ Robert W. Baldridge Vice Chairman of the Board and Director August 21, 1997
- ----------------------
Robert W. Baldridge
/s/ Henry E. Blair Director August 21, 1997
- ----------------------
Henry E. Blair
Director
- ----------------------
Alan E. Smith
/s/ Alan W. Tuck Director August 21, 1997
- ----------------------
Alan W. Tuck
/s/ Francis J. Bullock Director August 21, 1997
- ----------------------
Francis J. Bullock
</TABLE>
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EXHIBIT INDEX
Exhibit Page
Exhibit Page
Number Description Number
- ------- ---------------------------------------------------------- ------
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 Articles of Amendment of Genzyme Transgenics Corporation *
filed with the Secretary of the Commonwealth of Massachusetts
on June 26, 1997. Filed as Exhibit __ to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997 (Commission File No. 0-21794) and incorporated herein
by reference.
4.3 By-laws of Genzyme Transgenics Corporation, as amended. *
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 9
securities registered hereunder.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants. 10
23.2 Consent of Palmer & Dodge LLP (contained in Opinion of 9
Palmer & Dodge LLP filed as Exhibit 5).
24 Power of Attorney (set forth on the signature page to this 7
Registration Statement).
8
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Exhibit 5
Palmer & Dodge LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
August 21, 1997
Genzyme Transgenics Corporation
Five Mountain Road
Framingham, Massachusetts 01701
RE: Non-Statutory Stock Option Grants to Henri A. Termeer
Ladies and Gentlemen:
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 13,000 shares of the Company's Common Stock,
$0.01 par value per share, (the "Shares") offered pursuant to the provisions of
the Company's Non-Statutory Stock Options granted to Henri A. Termeer on
May 19, 1995 and May 28, 1997 (the "Options").
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 Options, 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
We consent to the incorporation by reference in this registration statement
of Genzyme Transgenics Corporation on Form S-8, relating to 13,000 shares of
the Company's common stock offered to Henri A. Termeer, 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.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
August 21, 1997
10
