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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
NOVEMBER 22, 1999
GENZYME TRANSGENICS CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-21794 04-3186494
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
175 CROSSING BOULEVARD, FRAMINGHAM, MASSACHUSETTS 01701
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(508) 620-9700
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ITEM 5. OTHER EVENTS.
On November 22, 1999, Genzyme Transgenics Corporation (the "Company")
redeemed all of the outstanding shares of Series A Convertible Preferred
Stock for a cash payment of approximately $6.6 million. After sending notice
of the redemption, the holders of the Series A Convertible Preferred Stock
converted a portion of their shares into an aggregate of 901,807 shares of
Common Stock prior to the redemption.
Also on November 22, 1999, pursuant to a Stock Purchase Agreement
between the Company and Genzyme Corporation, the Company issued and sold
6,602.53558 shares of Series B Convertible Preferred Stock, $0.01 par value
per share, for an aggregate purchase price of $6,602,535.58. The Series B
Convertible Preferred Stock has an accruing dividend and converts to Common
Stock at a fixed price of $6.30 per share of Common Stock. Genzyme
Corporation also received ten-year warrants to purchase 85,324 shares of
Common Stock at an exercise price of $6.30 per share. The Company is
obligated to redeem all or part of the Series B Convertible Preferred Stock
in the event it consummates cumulative equity financings of $20 million or
more. In addition, the Company is obligated to issue additional warrants for
up to 29,491 shares of Common Stock to Genzyme Corporation in the event the
Series B Convertible Preferred Stock is not redeemed in full by July 1, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 9, 1999 GENZYME TRANSGENICS CORPORATION
By: /s/ John B. Green
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John B. Green, Vice President, Finance,
Principal Financial Officer
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