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As filed with the Securities and Exchange Commission on June 14, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GENZYME TRANSGENICS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
MASSACHUSETTS 04-3186494
<S> <C>
(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)
1993 EQUITY INCENTIVE PLAN
(Full title of the plan)
SANDRA NUSINOFF LEHRMAN
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
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share(1) price(1)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 375,000 shares (2) $4.50 $1,687,500 $469.12
- -----------------------------------------------------------------------------------------------------------------------
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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 8, 1999 as reported by the Nasdaq
National Market System.
(2) This Registration Statement registers an additional 375,000 shares
issuable under the Registrant's 1993 Equity Incentive Plan (the
"Plan"). An aggregate of 3,015,000 shares issuable under the Plan have
previously been registered under seven prior registration statements
(Registration Nos. 33-69516, 33-84706, 33-88030, 33-92998, 333-04535,
333-29977 and 333-56749).
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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 375,000 shares of the Registrant's Common Stock to be issued
under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 3, 1999.
(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.
1
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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 9th
day of June, 1999.
GENZYME TRANSGENICS CORPORATION
By: /s/ Sandra Nusinoff Lehrman
---------------------------------------
Sandra Nusinoff Lehrman
President and Chief Executive Officer
2
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POWER OF ATTORNEY
We, the undersigned officers and directors of Genzyme Transgenics
Corporation, hereby severally constitute and appoint Sandra Nusinoff Lehrman,
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 14th day of June, 1999:
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<CAPTION>
SIGNATURE CAPACITY
<S> <C>
/s/ Sandra Nusinoff Lehrman President, Chief Executive Officer
- ----------------------------------
Sandra Nusinoff Lehrman (Principal Executive Officer) and Director
/s/ John B. Green Vice President, Treasurer and Chief Financial
- ----------------------------------
John B. Green Officer (Principal Financial Officer and
Principal Accounting Officer)
/s/ James A. Geraghty Chairman of the Board and Director
- ----------------------------------
James A. Geraghty
/s/ Henri A. Termeer Director
- ----------------------------------
Henri A. Termeer
/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
</TABLE>
3
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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 PricewaterhouseCoopers LLP, 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 14, 1999
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 375,000 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 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
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 to register 375,000 shares of Common Stock issuable under
the 1993 Equity Incentive Plan, of our report dated February 25, 1999, relating
to the consolidated financial statements, which appear in Genzyme Transgenics
Corporation's Annual Report on Form 10-K for the year ended January 3, 1999. We
also consent to the incorporation by reference of our report dated March 22,
1999, relating to the financial statements of ATIII LLC which also appear in
such Annual Report on Form 10-K.
/S/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
June 14, 1999
