<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 of (I.R.S. Employer Identification No.)
incorporation)
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
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 100,000 shares(2) $8.688 $868,750 $256.29
</TABLE>
(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 9, 1998 as reported by the Nasdaq
National Market System.
(2) This Registration Statement registers an additional 100,000 shares
issuable under the Registrant's 1993 Director Stock Option Plan (the
"Plan"). An aggregate of One Hundred Thousand (100,000) shares
issuable under the Plan have previously been registered under two prior
registration statements (Registration Nos. 33-69518 and 333-29059).
<PAGE>
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 Director Stock Option 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 100,000 shares of
the Registrant's Common Stock to be issued under the Plan.
1
<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 28, 1997.
(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 Clerk of the Company, is a partner of Palmer & Dodge LLP.
Item 8. Exhibits.
See Exhibit Index immediately following the signature page.
2
<PAGE>
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 11th day of June, 1998.
GENZYME TRANSGENICS CORPORATION
By: /s/ James A. Geraghty
-----------------------------------------
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 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 11th day of June, 1998:
Signature Capacity
---------- --------
/s/ James A. Geraghty President, Chief Executive Officer
- ------------------------ (Principal Executive Officer), Chairman
James A. Geraghty of the Board and Director
/s/ John B. Green Vice President, Treasurer and Chief Financial
- ------------------------ Officer (Principal Financial Officer and
John B. Green Principal Accounting Officer)
/s/ Henri A. Termeer Director
- ------------------------
Henri A. Termeer
3
<PAGE>
/s/ Robert W. Baldridge Vice Chairman of the Board and Director
- ------------------------
Robert W. Baldridge
/s/ Henry E. Blair Director
- ------------------------
Henry E. Blair
/s/ Alan E. Smith Director
- ------------------------
Alan E. Smith
/s/ Alan W. Tuck Director
- ------------------------
Alan W. Tuck
/s/ Francis J. Bullock Director
- ------------------------
Francis J. Bullock
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
4.1.1 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.
4.1.2 Articles of Amendment to the Restated Articles of Organization of
the Company filed with the Secretary of the Commonwealth of
Massachusetts on June 26, 1997. Filed as Exhibit 3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June
29, 1997 (Commission File No. 0-21794) and incorporated herein by
reference.
4.2 By-laws of Genzyme Transgenics Corporation. 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).
</TABLE>
5
<PAGE>
EXHIBIT 5
Palmer & Dodge LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
June 11, 1998
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 100,000 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
<PAGE>
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 100,000 shares of
the Company's common stock issuable under its 1993 Director Stock Option
Plan, of our report dated February 25, 1998, except as to the information
presented in Note 13, for which the date is March 20, 1998, on our audits of
the consolidated financial statements of Genzyme Transgenics Corporation as
of December 28, 1997 and December 29, 1996 and for each of the three fiscal
years in the period ended December 28, 1997, which report is included in the
1997 Annual report of Genzyme Transgenics Corporation.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 11, 1998
