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As filed with the Securities and Exchange Commission on November 29, 2000.
REGISTRATION NO. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
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 or organization) Identification Number)
175 Crossing Boulevard, Suite 410
Framingham, Massachusetts 01702
(508) 620-9700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------------
SANDRA NUSINOFF LEHRMAN, M.D.
President and Chief Executive Officer
Genzyme Transgenics Corporation
175 Crossing Boulevard, Suite 410
Framingham, Massachusetts 01702
(508) 620-9700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies to:
LYNNETTE C. FALLON, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box./ /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box./ /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price per aggregate offering registration
securities to be registered registered share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 333,334 shares $16.78 $5,593,345 $1,477
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(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c) under the Securities Act of 1933, based
upon the average of the high and low prices per share on November 22, 2000,
as reported by the Nasdaq National Market.
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</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 29, 2000
PROSPECTUS
333,334 SHARES
GENZYME TRANSGENICS CORPORATION
COMMON STOCK
<TABLE>
<CAPTION>
THE COMPANY: THE OFFERING:
<S> <C>
- We are a biotechnology business engaged in - This prospectus relates to the resale of
the application of transgenic technology to 333,334 shares issued in connection with our
the development and production of monoclonal acquisition of a joint venture with Sumitomo
antibodies and other recombinant proteins for Metals Industries Ltd. in September 2000.
therapeutic purposes and a preclinical
contract research business.
- The Selling Stockholders named in this
- Genzyme Transgenics Corporation prospectus are offering all the shares and
175 Crossing Boulevard, Suite 410 will receive all of the net proceeds from the
Framingham, Massachusetts 01702 sale of these shares.
(508) 620-9700
- Our common stock trades on the Nasdaq
National Market under the symbol "GZTC." The
last reported sale price on November 27, 2000
was $18.00 per share.
</TABLE>
INVESTING IN OUR COMMON STOCK INVOLVES RISK. YOU SHOULD CAREFULLY READ AND
CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS BEFORE YOU
BUY SHARES OF OUR COMMON STOCK.
-----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------
YOU SHOULD RELY ONLY ON THE INFORMATION INCLUDED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE BELOW.
-----------------------
WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING
OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IN NOT
PERMITTED OR LEGAL.
The date of this Prospectus is _______________, 2000
<PAGE>
<TABLE>
TABLE OF CONTENTS
<S> <C>
GENZYME TRANSGENICS CORPORATION...............................................4
RISK FACTORS..................................................................6
NOTE REGARDING FORWARD-LOOKING STATEMENTS....................................12
USE OF PROCEEDS..............................................................13
SELLING STOCKHOLDERS.........................................................13
PLAN OF DISTRIBUTION.........................................................14
LEGAL MATTERS................................................................16
EXPERTS......................................................................16
WHERE YOU CAN FIND MORE INFORMATION..........................................16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................16
</TABLE>
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GENZYME TRANSGENICS CORPORATION
We are a leader in the application of transgenic technology to the
development and production of recombinant proteins for therapeutic and other
biomedical uses. To date, we have produced more than 65 such proteins, two
thirds through collaborations with various commercial and academic organizations
and the remainder independently. More than half of our transgenic proteins
actively under development are monoclonal antibodies/Ig fusion proteins. For our
lead compound, Antithrombin III, we have completed two identical Phase III
clinical studies for the treatment of heparin resistance in patients undergoing
cardiopulmonary bypass procedures. We also own and operate a leading preclinical
contract research organization, Primedica Corporation, which provides services
such as preclinical efficacy and safety testing, IN VITRO testing and
formulation development to pharmaceutical, biotechnology, medical device and
other companies.
Pharmaceutical and biotechnology companies are developing a growing
number of recombinant proteins for therapeutic and diagnostic applications. Many
of these proteins have proven difficult or expensive to produce in the
quantities required using traditional protein production systems, such as
bacteria, yeast or mammalian cell cultures. Moreover, bacteria and yeast systems
cannot produce many complex proteins. While mammalian cell cultures can produce
most of these complex proteins, these cells are generally more difficult and
expensive to grow and often produce lower volumes of protein, or the proteins
may not be secreted by the cells into the culture medium.
We produce recombinant proteins by inserting into the genetic material
of an animal embryo a specific DNA sequence that directs the production of a
desired protein in the milk of transgenic offspring. We believe that transgenic
production offers substantial economic and technological advantages in
comparison to traditional protein production systems. In the case of certain
complex proteins, including Ig fusion proteins, transgenic production may
represent the only technologically and economically feasible method of
commercial production. For proteins currently derived from pooled human plasma,
transgenic production provides an alternative source with reduced risk of
transmission of human viruses and other known adventitious agents. Of the 65
transgenic proteins produced to date, we have expressed 45 proteins at levels
greater than one gram per liter, which is substantially higher than those
typically achieved for comparable proteins in traditional protein production
systems.
Our primary focus is on using transgenic technology to produce
monoclonal antibodies. These therapeutics are likely to be required in
relatively large and repeated doses for chronic diseases such as rheumatoid
arthritis, other autoimmune diseases and cancer. The economic and technological
advantages of transgenic technology make it well suited to produce the large
amount of proteins anticipated for therapeutic use of monoclonal antibodies.
Transgenic production may provide the only commercially viable means to meet the
large projected volume requirements of these therapeutics.
We have several partnerships with pharmaceutical and other
biotechnology companies to develop monoclonal antibodies/Ig fusion proteins
transgenically. Our corporate partners include Abgenix Bristol-Myers Squibb,
Elan, Centocor, Alexion and BASF Knoll. To date, we have formed more than a
dozen collaborations which generally provide for transgenic production of
limited quantities of targeted proteins in exchange for development fees and
milestone payments and, in some cases, anticipate the payment of royalties on
product sales upon commercialization. Following demonstration of comparability
of the transgenic product to a version of the product produced in cell culture,
we intend to negotiate commercialization agreements that will allow us to
participate in the success of the product through equity, royalties and supply
commitments.
Proteins traditionally sourced from human plasma provide other
opportunities for high volume transgenic protein production. We are developing a
transgenic version of ATIII, a protein normally found
4
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in human serum, currently through a joint venture with Genzyme Corporation.
On November 7, 2000, we executed a non-binding letter of intent with Genzyme
that contemplates our purchase of Genzyme's interest in this joint venture.
We are also developing Human Serum Albumin, another plasma protein, with
Fresenius AG.
We believe that our current and future partners will elect to employ
transgenic technology for the production of recombinant proteins in cases where
transgenic technology offers economic and technological advantages over other
production systems. These advantages, any one of which may be critical to the
decision to proceed with a particular development project, include:
- lower capital investment;
- improved risk management of capital investment;
- predictability of production;
- lower cost of goods; and
- technological enablement.
Our other business, Primedica, focuses on enabling its clients to meet
regulatory testing and other product development needs quickly and effectively
by offering a fully integrated line of preclinical contract research
organization services. Primedica's laboratories provide high value,
scientifically differentiated services to clients, including preclinical
efficacy testing, experimental surgery, photobiology and reproductive toxicology
testing as well as formulation development. Our Primedica business uses its
technological capabilities to introduce new services that improve the ability of
its customers to develop their products successfully. Primedica's comprehensive
programs link its preclinical and manufacturing support services to reduce the
time and expense of bringing new therapeutics or other products to market.
We were founded in 1993. You can find additional information about us
in our filings with the SEC. See "Where You Can Find More Information" on page
16.
Our executive offices are located at 175 Crossing Boulevard, Suite 410,
Framingham, Massachusetts 01702, and our telephone number is (508) 620-9700,
website http://www.transgenics.com. Our website is not part of this prospectus.
5
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RISK FACTORS
INVESTING IN SHARES OF OUR COMMON STOCK INVOLVES A HIGH DEGREE OF
FINANCIAL RISK. IN DECIDING WHETHER TO INVEST, YOU SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS AS WELL AS THE OTHER INFORMATION IN THIS PROSPECTUS. THE
RISKS SET OUT BELOW MAY NOT BE EXHAUSTIVE.
WE EXPECT TO INCUR FUTURE OPERATING LOSSES AND MAY NEVER BECOME
PROFITABLE.
We have had operating losses since our inception, and we expect losses
to continue for the next several years. From our inception in 1993 to October 1,
2000, we have incurred cumulative losses of approximately $76.1 million. These
losses have resulted principally from the costs of our research activities and
expenses in excess of revenues. Our primary sources of revenue have been our
transgenic collaborations and Contract Research Organization ("CRO") services.
Our combined revenue to date has not generated profits. We expect to continue
incurring significant operating losses until our product sales and CRO service
revenues sufficiently fund our operations. We cannot be certain that we will
become profitable.
WE FACE UNCERTAINTY IN RAISING ADDITIONAL FUNDS NECESSARY TO FUND OUR
OPERATIONS.
In order to develop and bring our transgenic products to market, we and
our partners must commit substantial resources to costly and time consuming
research, preclinical testing and clinical trials. If our businesses do not
become profitable before we exhaust existing resources, we will need to obtain
additional financing, through public or private sources, including debt or
equity financings, or through collaborative or other arrangements with corporate
partners. We may not be able to obtain adequate funds for our operations from
these sources when needed or on acceptable terms. If we raise additional capital
through the sale of equity, or securities convertible into equity, your
proportionate ownership in GTC may be diluted. If we cannot obtain additional
financing, we could be forced to delay, scale back or eliminate some of our
research and development programs. In order to conserve capital or reduce our
reliance on obtaining new capital, we may also elect to delay or forgo timely
expansion, improvement or investment in our CRO services or dispose of the
assets related to those services.
OUR TRANSGENIC TECHNOLOGY IS IN A RELATIVELY EARLY STAGE AND MAY NOT BE
COMMERCIALLY SUCCESSFUL.
Developing products based on transgenic technology is subject to
significant technological risks. Most of our transgenic proteins are in the
early development stage and will require time consuming and costly development,
testing and regulatory clearance. We have not, nor to our knowledge, has any
other entity completed human clinical trials necessary to receive marketing
authorization for any protein produced in the milk of transgenic animals. We
cannot be certain that we will be able to do so successfully, nor can we assure
that any transgenically produced protein will be safe or effective. In addition,
it is possible that research and discoveries by others will render our
transgenic technology obsolete or noncompetitive.
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WE CANNOT MARKET AND SELL OUR TRANSGENIC PRODUCTS IN THE UNITED STATES
OR IN OTHER COUNTRIES IF WE FAIL TO OBTAIN THE NECESSARY REGULATORY APPROVALS.
It may take several years to obtain the required regulatory approvals
for our transgenically produced products and this may consume a substantial
amount of our capital resources. The FDA or any other regulatory authority may
not act quickly or favorably on our requests for approval, or the FDA or any
other regulatory authority may require us to provide additional data that we do
not currently anticipate in order to obtain approvals. We cannot apply for FDA
approval to market any of our products under development until preclinical and
clinical trials are successfully completed on the product. Several factors could
prevent successful completion or cause significant delays of these trials,
including an inability to enroll the required number of patients or failure to
demonstrate adequately that the product is safe and effective for use in humans.
If safety concerns develop, the FDA could stop our trials before completion.
Moreover, to our knowledge, no protein produced in the milk of a transgenic
animal has reached the stage in the regulatory process which would allow it to
be submitted to the FDA for final regulatory approval. Because transgenic
products represent novel therapeutic products, the process for regulatory
approval is unproven. There may be additional delays in regulatory approval due
to issues arising from the breeding of transgenic animals and the use of
proteins derived from such animals. If we are not able to obtain regulatory
approvals for use of our products under development, or if the patient
populations for which they are approved are not sufficiently broad, the
commercial success of our products could be limited.
WE CANNOT ASSURE THE COMMERCIAL SUCCESS OF TRANSGENIC PRODUCTS.
Even if our transgenically produced products are successfully developed
and approved by the FDA and corresponding foreign regulatory agencies, they may
not enjoy commercial acceptance or success, which would adversely affect our
business and results of operations. Several factors could limit our success,
including:
- possible limited market acceptance among patients, physicians, medical
centers and third-party payors;
- our inability to access a sales force capable of marketing the product;
- our inability to supply a sufficient amount of product to meet market
demand;
- the number and relative efficacy of competitive products that may
subsequently enter the market; and
- for a transgenic product designed to replace or supplement currently
marketed non-transgenic products, the relative risk-benefit profile and
cost-effectiveness of the transgenically produced product.
In addition, it is possible that we or our collaborative partners will
be unsuccessful in developing, marketing and implementing a commercialization
strategy for any transgenic products.
IF WE OBTAIN REGULATORY APPROVAL OF OUR TRANSGENIC PRODUCTS, THE
PRODUCTS WILL BE SUBJECT TO CONTINUING REVIEW AND EXTENSIVE REGULATORY
REQUIREMENTS WHICH COULD AFFECT THEIR MANUFACTURE AND MARKETING.
The FDA and foreign regulatory agencies continue to review products
even after they have received initial approval. If and when the FDA or other
agency approves any of our transgenic products under development, the
manufacture and marketing of these products will be subject to continuing
regulation, including compliance with current Quality Systems Regulations and
Good Manufacturing
7
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Practices, known as QSR/GMP, adverse event reporting requirements and
prohibitions on promoting a product for unapproved uses. We will also be
required to obtain additional approvals in the event we significantly alter the
product's labeling or manufacturing process. Enforcement actions resulting from
failure to comply with QSR/GMP requirements could result in fines, suspensions
of approvals, recalls of products, operating restrictions and criminal
prosecutions, and affect the manufacture and marketing of our transgenic
products. The FDA or other regulatory agencies could withdraw a previously
approved product from the market upon receipt of newly discovered information,
including a failure to comply with regulatory requirements, the occurrence of
unanticipated problems with products following approval, or for other reasons.
Any of these withdrawals could adversely affect our operating results.
WE DEPEND ON OUR COLLABORATION AGREEMENTS FOR OUR REVENUE.
Our revenue stream and our business strategy depend largely on our
entering into transgenic development agreements with third parties. We may not
be able to enter into these agreements, and we cannot guarantee that we will
enter into these agreements on commercially acceptable terms. Our future
agreements may not be successful. Even if we enter into transgenic development
agreements, our partners could terminate these agreements or they could expire
before meaningful developmental milestones are reached. The termination or
expiration of any of these agreements could have a material adverse effect on
our business.
Much of the revenue that we may receive under these collaborations will
depend upon our partners' ability to successfully develop and commercially
introduce, market and sell new products derived from our transgenic production
systems. Our partners may develop competitive production technologies or
competitive products outside of their collaborations with us that could have a
material adverse effect on our business.
To date, the scope of our collaboration agreements have generally been
limited to transgenically producing limited quantities of targeted proteins. We
cannot be certain that these initial development projects will be successful or
lead to collaboration agreements to commercially produce any proteins. Depending
upon the terms of any future collaborations, our role in the collaboration will
often be limited to the production aspects of the proteins. As a result, we may
also be dependent on collaborators for other aspects of the development,
preclinical and clinical testing, regulatory approval, sales, marketing and
distribution of any transgenic product.
ASPECTS OF OUR OPERATIONS ARE DEPENDENT ON OUR RELATIONSHIP WITH
GENZYME.
We have been developing ATIII, our lead compound, in a joint venture in
which Genzyme Corporation provides substantial funding. On November 7, 2000,
we executed a non-binding letter of intent with Genzyme which contemplates
our purchase of Genzyme's interest in this joint venture. The letter of
intent is subject to approval of both our board of directors and that of
Genzyme. In the event that we do acquire Genzyme's interest in the ATIII LLC,
our funding obligations for the ATIII development program in 2001 and
thereafter will substantially increase. While we expect to be able to fund
ATIII on our own or obtain funding from another partner on acceptable terms,
it is possible that regulatory events or other product development events
will cause our expectations to be incorrect. As of November 1, 2000, we had a
$15.8 million credit line, none of which is outstanding, and which is
guaranteed by Genzyme through December 31, 2001. When Genzyme's guaranty
expires, we might not be able to negotiate an extension or replacement of
that credit facility on acceptable terms.
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CONCENTRATION OF OWNERSHIP OF OUR STOCK COULD LEAD TO FAILURE TO
MAXIMIZE OUR STOCK PRICE AND TO CONFLICTS OF INTEREST.
Genzyme is our largest single stockholder. As of November 27, 2000
Genzyme beneficially owned 8,363,243 shares of our outstanding common stock,
assuming the exercise by Genzyme of currently exercisable warrants to purchase
our common stock. Genzyme's ownership interest gives it significant influence
over matters requiring our stockholders' approval, including electing
directors, adopting or amending provisions of our articles of organization or
by-laws and approving or preventing some mergers or other similar
transactions, such as a sale of substantially all of our assets, or
transactions that could give our stockholders the opportunity to realize a
premium over the then-prevailing price for their shares. Our stockholders,
other than Genzyme, will be minority equity holders and, acting alone, will be
unable to significantly influence our management or business policies. Three
of the seven members of our board of directors also serve as directors and/or
executive officers of Genzyme. The interests of Genzyme and GTC may differ
from time to time.
OUR BUSINESS MAY FAIL DUE TO INTENSE COMPETITION IN OUR INDUSTRIES.
The industries in which we operate are highly competitive and may
become even more competitive. We will need to continue to devote substantial
efforts and expense to research and development in order to maintain a
competitive position. It is possible that developments by others will render our
current and proposed services, products or technologies obsolete. In addition,
we may encounter significant competition for protein development and production
contracts from other companies. Transgenic products may face significant
competition from biological products manufactured in cell culture or by other
traditional protein production methods. Our businesses will compete both against
other companies whose business is dedicated to offering transgenic production or
preclinical testing and development as a service, and with prospective customers
or collaborators who decide to pursue such protein production or preclinical
testing and development internally. Many of these competitors have greater
financial and human resources and more experience in research and development
than we have. Competitors that complete clinical trials, obtain regulatory
approvals and begin commercial sales of their products before us will enjoy a
significant competitive advantage. We anticipate that we will face increased
competition in the future as new companies enter the market and alternative
technologies become available.
THE PUBLIC MAY HAVE CONCERNS ABOUT GENETIC ENGINEERING IN ANIMALS AND
ANIMAL TESTING.
Many of our activities involve genetic engineering in animals and
animal testing. These types of activities have been the subject of controversy
and adverse publicity. Animal rights groups and various other organizations and
individuals have attempted to stop genetic engineering activities and animal
testing by pressing for legislation and regulation in these areas. To the extent
the activities of such groups are successful, they may adversely affect our
business.
THE SUCCESSFUL COMMERCIALIZATION OF OUR PRODUCTS WILL DEPEND ON
OBTAINING COVERAGE AND REIMBURSEMENT FOR USE OF THESE PRODUCTS FROM THIRD-PARTY
PAYORS.
Sales of pharmaceutical products largely depend on the reimbursement of
patients' medical expenses by government health care programs and private health
insurers. Without the financial support of the government or third-party
insurers, the market for transgenic products will be limited. We cannot be sure
that third-party payors will reimburse sales of our transgenic products, or
enable us or our partners to sell them at profitable prices.
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The federal government and private insurers have considered ways to
change, and have changed, the manner in which health care services are provided
and paid for in the United States. In particular, these third-party payors are
increasingly attempting to contain health care costs by limiting both coverage
and the level of reimbursement for new therapeutic products. In the future, it
is possible that the government may institute price controls and further limits
on Medicare and Medicaid spending. These controls and limits could affect the
payments we collect from sales of our products. Internationally, medical
reimbursement systems vary significantly, with some medical centers having fixed
budgets, regardless of levels of patient treatment, and other countries
requiring application for, and approval of, government or third-party
reimbursement. Even if we or our partners succeed in bringing transgenic
products to market, uncertainties regarding future health care policy,
legislation and regulation, as well as private market practices, could affect
our ability to sell our products in commercially acceptable quantities at
profitable prices.
OUR BUSINESS EXPOSES US TO POTENTIAL SERVICE AND PRODUCT LIABILITY.
The nature of our business exposes us to potential product and
professional liability risks which are inherent in the testing, production,
marketing and sale of human therapeutic products. While we have obtained product
and professional liability insurance under an insurance policy arrangement with
Genzyme and Genzyme's affiliates, we cannot be certain that our insurance
coverage will be sufficient to cover any claim. Uninsured product or service
liability could have a material adverse effect on our financial results.
Additionally, it is possible that any insurance will not provide us with
adequate protection against potential liabilities. Potential liability may arise
from our handling of clinical samples containing human blood and tissues, which
may contain human pathogens. It is also possible that liability may arise from
handling animal blood and tissue which may contain zoonotic pathogens. Although
such products are used only in the laboratory, inadvertent human contact may
occur.
QUALIFIED MANAGERIAL AND SCIENTIFIC PERSONNEL ARE SCARCE IN OUR
INDUSTRY.
We are highly dependent on the principal members of our scientific and
management staff. Our success will depend in part on our ability to identify,
attract and retain qualified managerial and scientific personnel. There is
intense competition for qualified personnel in our industry. We may not be able
to continue to attract and retain personnel with the advanced technical
qualifications or managerial expertise necessary for the development of our
business. If we fail to attract and retain key personnel, it could have a
material adverse effect on our business, financial condition and results of
operations.
OUR CRO BUSINESS IS DEPENDENT ON CURRENT GOVERNMENT REGULATORY
REQUIREMENTS.
The market for our preclinical testing services depends on our
maintaining strict standards for the conduct of laboratory and clinical tests
and related procedures that are promulgated by governmental entities responsible
for public health and welfare, including the FDA and by regulatory authorities
in other countries. The process of obtaining these approvals varies according to
the nature and use of the product and routinely involves lengthy and detailed
laboratory and clinical testing and other costly and time-consuming procedures.
We offer our preclinical testing and development services customers the
necessary expertise to comply with these complex regulations. If the regulatory
structure were to change in a way which reduced the need for such services, our
CRO business could be materially adversely affected.
WE DEPEND ON PATENTS AND PROPRIETARY RIGHTS THAT MAY FAIL TO PROTECT
OUR BUSINESS.
Our success will partly depend on our ability to obtain and maintain
patent or other proprietary protection for our technologies, products and
processes such as:
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- compositions of matter or processes;
- processes developed by our employees; or
- uses of compositions of matter discovered through our technology.
We may not be able to obtain the necessary protection. Our success will
also depend on our ability to operate without infringing the proprietary rights
of other parties. Legal standards relating to the validity of patents covering
pharmaceutical and biotechnological inventions and the scope of claims made
under these patents are still developing. There is no consistent policy
regarding the breadth of claims allowed in biotechnology patents. The patent
position of a biotechnology firm is highly uncertain and involves complex legal
and factual questions.
We have been issued 13 patents and currently have 31 provisional or
regular applications solely owned by us and two regular applications co-owned
with others pending in the United States. Where appropriate there are
counterparts in other countries. We may not receive any issued patents based on
pending or future applications. Our issued patents may not contain claims
sufficiently broad to protect us against competitors with similar technology.
Additionally, our patents, our partners' patents and patents for which we have
license rights may be challenged, narrowed, invalidated or circumvented.
Furthermore, rights granted under patents may not provide us with any
competitive advantage.
We also rely on certain proprietary trade secrets and know-how that
are not patentable. We have taken measures to protect our unpatented trade
secrets and know-how, including having our employees, consultants and some
contractors execute confidentiality agreements. These agreements could be
breached, and it is possible that our remedies for a given breach might be
inadequate. Our competitors could also independently develop or discover our
trade secrets or these trade secrets could otherwise become known.
WE MAY INCUR SUBSTANTIAL COSTS AS A RESULT OF LITIGATION OR OTHER
PROCEEDINGS RELATING TO PATENT AND OTHER INTELLECTUAL PROPERTY RIGHTS.
We may have to initiate arbitration or litigation to enforce our patent
and license rights. If our competitors file patent applications that claim
technology also claimed by us, we may have to participate in interference or
opposition proceedings to determine the priority of invention. An adverse
outcome could subject us to significant liabilities to third parties and require
us to cease using the technology or to license the disputed rights from third
parties. We may not be able to obtain any required licenses on commercially
acceptable terms or at all.
The cost to us of any litigation or proceeding relating to patent
rights, even if resolved in our favor, could be substantial. Some of our
competitors may be able to sustain the costs of complex patent litigation more
effectively than we can because of their substantially greater resources.
Uncertainties resulting from the initiation and continuation of any pending
patent or related litigation could have a material adverse effect on our ability
to compete in the marketplace.
WE HAVE OBLIGATIONS TO ISSUE SHARES OF COMMON STOCK IN THE FUTURE WHICH
WILL DILUTE YOUR OWNERSHIP INTEREST AND MAY ADVERSELY AFFECT OUR STOCK PRICE.
Sales of substantial amounts of our common stock in the public
market, or the perception that such sales may occur could adversely affect
the prevailing market price of our common stock. As of November 27, 2000,
there were 29,635,915 shares of our common stock outstanding. As of November
27, 2000, options to purchase an aggregate of 2,454,450 shares of common
stock at varying exercise prices were outstanding; of this total, options to
purchase 1,353,279 shares were immediately exercisable and these shares could
be immediately resold into the public market. As of November 27, 2000,
Genzyme held 7,844,919 shares of our common stock which could be sold into
the public markets under Rule 144 of the Securities Act. Genzyme is also
entitled to registration rights with respect to some
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of these shares. An additional 518,324 shares are issuable to Genzyme upon
exercise of outstanding warrants are also entitled to registration rights, which
could expedite the resale of such shares into the public market.
OUR COMMON STOCK MAY HAVE A VOLATILE PUBLIC TRADING PRICE AND A LOW
TRADING VOLUME.
The market price of our common stock has been highly volatile and the
market for our common stock has experienced significant price and volume
fluctuations, some of which are unrelated to our operating performance. Many
factors can have a significant adverse effect on the market price of our common
stock, including:
- announcements by us or our competitors of technological innovations or
new commercial products;
- developments concerning our proprietary rights, including patent and
litigation matters;
- publicity regarding actual or potential results relating to our or our
partners' products or compounds under development;
- an unexpected termination of one of our partnerships;
- regulatory developments in the United States and other countries;
- general market conditions; and
- quarterly fluctuations in our revenues and other financial results.
ANTI-TAKEOVER PROVISIONS IN OUR CHARTER AND BY-LAWS AND MASSACHUSETTS
LAW MAY ADVERSELY AFFECT OUR STOCK PRICE.
Our articles of organization and by-laws and provisions of
Massachusetts law could delay or make more difficult a merger, tender offer or
proxy contest involving us. These provisions may have the effect of delaying or
preventing a change of control without action by the stockholders and,
therefore, could adversely affect the price of our common stock.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
It is especially important to keep in mind the risk factors described
in this prospectus when you read "forward-looking statements" in our SEC filings
or other public announcements. These are statements that relate to the future
and include statements about our:
- expected future revenues or earnings;
- projected plans;
- product development;
- regulatory approval process
- performance;
- contract procurement;
- commercialization of new products; and
- other estimates relating to future operations.
12
<PAGE>
These statements can be identified by the use of words such as "may,"
"will," "expect," "anticipate," "project," "estimate," "continue" or other
similar words. These statements are necessarily based on management's knowledge
at the time and are subject to known and unknown risks and uncertainties and
other factors that could cause our actual results to differ materially from
those contemplated by the statements. Although we believe that the assumptions
and expectations reflected in these "forward-looking statements" are reasonable,
you should not view them as guarantees of future performance. There are
important factors that could cause future results to differ materially from
those projected in the forward-looking statements.
USE OF PROCEEDS
All net proceeds from the sale of our common stock offered under this
prospectus will go to the Selling Stockholders.
SELLING STOCKHOLDERS
All of the shares offered under this prospectus will be sold by the
Selling Stockholders. The shares are being registered under the Securities Act
of 1933, as amended, in order to facilitate the resale of these shares, which
the Selling Stockholders may offer from time to time. See "Plan of
Distribution."
The Selling Stockholders are the holders of 333,334 shares of our
common stock. We issued these shares in a private placement on September 29,
2000, in consideration of the transfer to a subsidiary of GTC of the equity in a
Japanese joint venture, known as SMIG, held by the Selling Stockholders. As a
result of the transaction, SMIG became wholly owned by GTC and its subsidiary.
Neither of the Selling Stockholders have held any position or office with, been
employed by, or otherwise had a material relationship with, GTC or any of its
predecessors or affiliates other than as stockholders of GTC, and other than as
owners of shares of SMIG.
Individuals and entities who receive shares from a Selling Stockholder
as a gift or in connection with a pledge may sell 500 of those shares using this
prospectus.
On November 27, 2000, 29,635,915 shares of our common stock were
outstanding. The shares being registered will represent approximately 1.1% of
our common stock outstanding as of that date. The following table sets forth
the name of, and the number of shares of common stock beneficially owned by,
each Selling Stockholder as of November 27, 2000 (including shares which the
holder has the right to acquire within sixty (60) days of such date), the
number of the shares to be offered by each Selling Stockholder pursuant to
this prospectus and the number of outstanding shares to be beneficially owned
by each Selling Stockholder after the offering if all of the shares offered
in this prospectus are sold by the Selling Stockholder as described in this
prospectus.
13
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES OF NUMBER OF SHARES
NAME OF BENEFICIALLY OWNED AS OFFERED UNDER BENEFICIALLY OWNED
SELLING STOCKHOLDER OF NOVEMBER 27, 2000 THIS PROSPECTUS AFTER THIS OFFERING (1)
------------------- -------------------- --------------- -----------------------
NUMBER PERCENT NUMBER PERCENT
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Sumitomo Metal Industries, Ltd...... 269,667 0.9% 269,667 0 0
Summit Pharmaceuticals International 63,667 0.2% 63,667 0 0
Corporation......................... ------ ---- ------
TOTAL 333,334 1.1% 333,334
======= ==== =======
</TABLE>
-------------------------------
* Indicates less than one percent.
(1) Assumes that all of the shares offered by the Selling stockholders will be
sold in this offering.
PLAN OF DISTRIBUTION
The shares offered in this prospectus are being sold by the Selling
Stockholders. This registration does not mean that the Selling Stockholders will
sell all or any of their shares. As used in this prospectus, Selling
Stockholders includes pledgees, donees, distributees, transferees or other
successors-in-interest selling shares received from the Selling Stockholders as
a gift, partnership or liquidating distribution or other non-sale related
transfer after the date of this prospectus.
METHOD OF DISTRIBUTION. The shares being offered by the Selling
Stockholders will be sold in one or more transactions (which may involve block
transactions) on the Nasdaq National Market (or on any other market or exchange
on which GTC common stock may from time to time be trading), in
privately-negotiated transactions, in connection with writing call options or in
other hedging arrangements, short sales or any combination thereof. The Selling
Stockholders or their respective pledgees, donees, transferees or other
successors in interest, may also sell their shares directly to market makers
acting as principals and/or broker-dealers acting as agents for themselves or
their customers. After September 29, 2001, the shares held by the Selling
Stockholders may also be sold pursuant to Rule 144.
SALE PRICE AND BROKERS, DEALERS OR AGENTS. The sale price for any
shares may be the market price prevailing at the time of sale, a price related
to such prevailing market price or such other price as the Selling Stockholders
determine from time to time. The Selling Stockholders shall have the sole and
absolute discretion not to accept any purchase offer or make any sale of shares
if they deem the purchase price to be unsatisfactory at any particular time. It
is possible that a Selling Stockholder will sell shares of Common Stock in block
transactions to market makers or other purchasers at a price per share which may
be below the then market price.
To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered and sold in such jurisdictions
only through registered or licensed brokers or dealers.
14
<PAGE>
The Selling Stockholders may use brokers, dealers or agents to sell
their shares. If this happens the broker, dealers or agents may receive
compensation in the form of discounts or commissions for the selling security
holder or from the purchaser (s) of shares or from both (which compensation to a
particular broker might be in excess of customary compensation). The Selling
Stockholders and any brokers, dealers or agents, upon effecting the sale of any
of the shares offered hereby, may be deemed "underwriters" as that term is
defined under the Securities Act of 1933, as amended or the Securities Exchange
Act of 1934, as amended, or the rules and regulations thereunder, and any
commissions received by them or profit on any resale of the shares as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Stockholders and any other persons participating in
the sale or distribution of the shares will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, which provisions
may limit the timing of purchases and sales of any of the shares by the Selling
Stockholders or any other such person. The foregoing may affect the
marketability of the shares.
Each Selling Stockholder will be responsible for all brokerage
commissions and other amounts payable with respect to any sale of shares with
respect to such Selling Stockholder and any legal, accounting or their expenses
incurred.
REGISTRATION STATEMENT. We have filed with the SEC a registration
statement, of which this prospectus forms a part, with respect to the resale of
the shares from time to time by the Selling Stockholders or their respective
pledgees, donees, transferees or other successors in interest as described
above. We have agreed to keep the registration statement effective until the
earlier of (1) the date on which all of the shares have been sold and (2) the
date on which the shares may be immediately sold without any resale
restrictions, including volume limitations, without a registration statement.
INDEMNIFICATION. We have agreed to indemnify the Selling Stockholders,
or their transferees or assignees, against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments the Selling
Stockholders or their respective pledgees, donees, transferees or other
successors in interest, may be required to make in respect hereof. The Selling
Stockholders have agreed to indemnify us against certain liabilities, including
liabilities under the Securities Act.
EXPENSES. We have agreed to pay for all costs and expenses incident to
the issuance, offer, sale and delivery of the shares, including, but not limited
to, all expenses and fees of preparing, filing and printing the registration
statement and prospectus and related exhibits, amendments and supplements
thereto and mailing of such items. We will not pay selling commissions and
expenses associated with any such sales by the Selling Stockholders.
15
<PAGE>
LEGAL MATTERS
Our counsel, Palmer & Dodge LLP, Boston, Massachusetts, is giving us an
opinion on the validity of the shares offered in this prospectus. Lynnette C.
Fallon, a partner of Palmer & Dodge LLP, is Clerk of GTC.
EXPERTS
The financial statements of Genzyme Transgenics Corporation and ATIII
LLC incorporated in this prospectus by reference to the Annual Report on Form
10-K for the year ended January 2, 2000, have been so incorporated in reliance
on the reports of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms at the following locations:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, 7 World Trade Center Citicorp Center
N.W. Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
</TABLE>
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. These SEC filings are also available to the public from
commercial document retrieval services and at the Internet world wide web site
maintained by the SEC at "http://www.sec.gov." Reports, proxy statements and
other information concerning GTC may also be inspected at the offices of The
Nasdaq Stock Market, which is located at 1735 K Street, N.W., Washington, D.C.
20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allow us to "incorporate by reference" information contained in
documents we file with them, which means that we may disclose important
information by referring to those documents. The information incorporated by
reference is a part of this prospectus and will automatically be updated and
superseded by the information that we later file. We incorporate by reference
the documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the sale of all the shares covered by this prospectus:
- GTC's Annual Report on Form 10-K for the fiscal year ended January 2,
2000, filed with the SEC on April 3, 2000.
- GTC's Quarterly Reports on Form 10-Q for the quarters ended April 2,
2000, July 2, 2000 and October 1, 2000, filed with the SEC on May 3,
2000, August 9, 2000 and November 14, 2000, respectively.
- All other reports, if any, filed by GTC pursuant to Sections 13(a) or
15(d) of the Exchange Act since the Annual Report referred to in
paragraph (a) above.
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<PAGE>
- The description of the Common Stock of GTC contained in GTC's
Registration Statement on Form 8-A, filed on May 19, 1993, including
any amendment or reports filed for the purpose of updating such
description.
You may request a copy of any of our filings at no cost, by writing or
telephoning us at the following address or number:
Genzyme Transgenics Corporation
175 Crossing Boulevard, Suite 410
Framingham, Massachusetts 01702
Attention: John B. Green
Telephone: (508) 620-9700
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be borne by GTC in connection with this offering are as
follows:
SEC registration fee........................ $1,477
Accounting fees and expenses................ 5,000
Legal fees and expenses..................... 10,000
Printing and photocopying expenses.......... 2,000
Miscellaneous expenses...................... 2,000
------
Total.................................. $20,477
=======
All of the above figures, except the SEC registration and Nasdaq
listing fees, are estimates. Selling Stockholders will bear the costs of their
own counsel fees and may also incur fees and expenses in connection with the
resale of the Common Stock offered hereby.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 67 of chapter 156B of the Massachusetts Business Corporation
Law grants GTC the power to indemnify any director, officer, employee or agent
to whatever extent permitted by GTC's Restated Articles of Organization, Bylaws
or a vote adopted by the holders of a majority of the shares entitled to vote
thereon, unless the 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 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 the
employee benefit plan. Indemnification may include payment by GTC of expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final disposition of the action or proceeding, upon receipt of an undertaking by
the person indemnified to repay the payment if he or she shall be adjudicated to
be not entitled to indemnification under the statute.
Article VI of GTC's Bylaws provides that GTC 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 GTC, 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 the 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 the 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). Indemnification shall include payment by GTC of expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final disposition of the action or proceeding, upon receipt of an undertaking by
the person indemnified to repay the payment if he or she shall be adjudicated to
be not entitled to indemnification under Article VI,
II-1
<PAGE>
which undertaking may be accepted without regard to the financial ability of the
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 a 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 the person.
ITEM 16. EXHIBITS
See the Exhibit Index immediately following the signature page.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes as follows:
(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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of the 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
this offering.
(b) The undersigned 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 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the registrant pursuant to the foregoing provisions, 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 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 the
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Framingham, Commonwealth of Massachusetts, on
November 29, 2000.
GENZYME TRANSGENICS CORPORATION
By: /s/ Sandra Nusinoff Lehrman, M.D.
---------------------------------
Sandra Nusinoff Lehrman, M.D.
President, Chief Executive Officer
II-4
<PAGE>
EXHIBIT INDEX
Number Description
------ -----------
4.1.1 Restated Articles of Organization of GTC, filed with the Secretary
of the Commonwealth of Massachusetts on December 27, 1993. Filed
as Exhibit 3.1 to GTC's Annual Report on Form 10-K for the year
ended December 31, 1993 and incorporated herein by reference.
4.1.2 Articles of Amendment to the Restated Articles of Organization
filed with the Secretary of the Commonwealth of Massachusetts on
October 3, 1994. Filed as Exhibit 3.1.2 to GTC's Annual Report on
Form 10-K for the year ended December 28, 1997 and incorporated
herein by reference.
4.1.3 Articles of Amendment to the Restated Articles of Organization of
GTC filed with the Secretary of the Commonwealth of Massachusetts
on June 26, 1997. Filed as Exhibit 3 to GTC's Quarterly Report on
Form 10-Q for the quarter ended June 29, 1997 and incorporated
herein by reference.
4.1.4 Articles of Amendment to the Restated Articles of Organization of
GTC filed with the Secretary of the Commonwealth of Massachusetts
on June 1, 2000. Filed as Exhibit 4.1.5 to the Registrant's
Registration Statement on Form S-8 filed with the SEC on June 2,
2000 (Commission File No. 333-38490) and incorporated herein by
reference.
4.2 By-Laws of GTC, as amended. Filed as Exhibit 3.1 to GTC's Quarterly
Report on Form 10-Q for the quarter ended July 4, 1999 and incorporated
herein by reference.
4.3 Specimen Common Stock Certificate. Filed as Exhibit 4.1 to GTC's
Registration Statement on Form S-1, File No. 33-62782, and incorporated
herein by reference.
4.4.1 TSI Specimen Warrant Certificate. Filed as Exhibit 4.8 to TSI
Corporation's Registration Statement on Form S-3, File No. 33-48107,
and incorporated herein by reference.
4.4.2 Form of Notice of Assumption by GTC of the TSI warrants to which
Exhibit 4.4.1 to this Registration Statement relates. Filed as
Exhibit 4.2.2 to the original filing of GTC's Annual Report on
Form 10-K for the year ended December 31, 1994 and incorporated
herein by reference.
4.5 Common Stock Purchase Warrant, dated June 30, 1995, issued to FSI.
Filed as Exhibit 10.9 to GTC's Quarterly Report on Form 10-Q for the
period ended July 2, 1995 and incorporated herein by reference.
4.6 Common Stock Purchase Warrant, dated July 3, 1995, issued to Genzyme.
Filed as Exhibit 10.5 to GTC's Quarterly Report on Form 10-Q for the
period ended July 2, 1995 and incorporated herein by reference.
<PAGE>
4.7 Common Stock Purchase Warrant, dated March 13, 1996, issued to FSI.
Filed as Exhibit 4.8 to GTC's Quarterly Report on Form 10-K for the
year ended December 31, 1995 and incorporated herein by reference.
4.8 Common Stock Purchase Warrant, dated as of June 26, 1997, issued to
Government Land Bank d/b/a The MassDevelopment. Filed as Exhibit 4 to
GTC's Quarterly Report on Form 10-Q for the quarter ended June 29, 1997
and incorporated herein by reference.
4.9 Warrant to Purchase Common Stock, dated November 12, 1999, issued to
Genzyme Corporation. Filed as Exhibit 8 to Genzyme Corporation's
Amendment No. 6 to Schedule 13D filed with the SEC on November
incorporated herein by reference.
4.10 Warrant to Purchase Common Stock, dated November 22, 1999, issued to
Genzyme Corporation. Filed as Exhibit 9 to Genzyme Corporation's
Amendment No. 6 to Schedule 13D filed with the SEC on November 24,
1999 and incorporated herein by reference.
5 Opinion of Palmer & Dodge LLP. Filed herewith.
23.1 Consent of counsel (contained in opinion of Palmer & Dodge LLP filed
as Exhibit 5).
23.2 Consent of PricewaterhouseCoopers L.L.P. Filed herewith.
24 Power of Attorney. Filed herewith.
