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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)
<TABLE>
<S> <C>
Massachusetts 04-3186494
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
Five Mountain Road, Framingham, Massachusetts 01701
(Address of Principal Executive Offices)
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1993 DIRECTOR STOCK OPTION 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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<S> <C> <C> <C> <C>
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 50,000 shares(2) $8.125 $406,250 $123.11
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(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high and
low sale prices on June 10, 1997 as reported by the Nasdaq National Market
System.
(2) This Registration Statement registers an additional 50,000 shares issuable
under the Registrant's 1993 Employee Stock Purchase Plan (the "Plan").
Fifty Thousand (50,000) shares issuable under the Plan have previously been
registered (Registration No. 33-69518).
</TABLE>
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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. 33-69518)
relating to the registration of 50,000 shares of the Registrant's Common
Stock, $0.01 par value per share (the "Common Stock"), authorized for
issuance under the Registrant's 1993 Employee Stock Purchase 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 50,000 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 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.
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 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
Exhibit
Number Description
- ------- -----------
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 50,000 shares of the Company's Common Stock,
$.01 par value per share, (the "Shares") offered pursuant to the provisions of
the Company's 1993 Director Stock Option 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 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
We consent to the incorporation by reference in this registration statement of
Genzyme Transgenics Corporation on Form S-8 relating to 50,000 shares of the
Company's common stock offered pursuant to the provisions of the Company's 1993
Director Stock Option 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
