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As filed with the Securities and Exchange Commission on June 2, 2000
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)
MASSACHUSETTS 04-3186494
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
175 CROSSING BOULEVARD, SUITE 410, FRAMINGHAM, MASSACHUSETTS 01701
(Address of Principal Executive Offices)
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
SANDRA NUSINOFF LEHRMAN
President and Chief Executive Officer
Genzyme Transgenics Corporation
175 Crossing Boulevard, Suite 410
Framingham, Massachusetts 01701
(508) 620-9700
(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
<TABLE>
<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)
----------------------------------- --------------------- -------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 400,000 shares (2) $18.22 $7,288,000 $1,924.03
----------------------------------- --------------------- -------------------- --------------------- ------------------
</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 May 25, 2000 as reported by the Nasdaq
National Market System.
(2) This Registration Statement registers an additional 400,000 shares
issuable under the Registrant's 1993 Employee Stock Purchase Plan
(the "Plan"). An aggregate of 900,000 shares issuable under the Plan
have previously been registered (Reg. No. 33-69520 covering 50,000
shares, Reg. No. 33-92970 covering 250,000 shares and Reg. No.
333-29975 covering 600,000 shares).
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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. 33-69520) 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 400,000 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 2, 2000.
(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 2nd
day of June, 2000.
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 2nd day of June, 2000:
Signature Capacity
--------- --------
\s\ Sandra Nusinoff Lehrman President, Chief Executive Officer
--------------------------------- (Principal Executive Officer) and
Sandra Nusinoff Lehrman Director
\s\ John B. Green Vice President, Treasurer and
--------------------------------- Chief Financial Officer (Principal
John B. Green 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 W. Tuck Director
---------------------------------
Alan W. Tuck
\s\ Francis J. Bullock Director
---------------------------------
Francis J. Bullock
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 filed with the Secretary of the Commonwealth of
Massachusetts on October 3, 1994. Filed as Exhibit 3.1.2 to
the Registrant'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 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.
4.1.4 Certificate of Vote of Directors Establishing a Series of a
Class of Stock (Series B Convertible Preferred Stock). Filed
as Exhibit 4.1.4 to the Registrant's Registration Statement
on Form S-3 filed with the Commission on January 6, 2000
(Commission File No. 333-94187) and incorporated herein by
reference.
4.1.5 Articles of Amendment to the Restated Articles of Organization
of the Company filed with the Secretary of the Commonwealth of
Massachusetts on June 1, 2000. Filed herewith.
4.2 By-laws of Genzyme Transgenics Corporation. Filed as Exhibit
3.1 to the Registrant's Form 10-Q for the quarter ended July
4, 1999 (File No. 000-21794) and incorporated herein by
reference.
5 Opinion of Palmer & Dodge LLP as to the legality of the
securities registered hereunder. Filed herewith.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants. Filed herewith.
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).
4
