As filed with the Securities and Exchange Commission on December 5, 2008
REGISTRATION NO. 333-90514
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENZYME CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation) | | 06-1047163
(I.R.S. Employer Identification No.) |
Genzyme Center, 500 Kendall Street, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices)
|
GENZYME SURGICAL PRODUCTS CORPORATION
SAVINGS AND INVESTMENT PLAN
(Full Title of the Plan)
PETER WIRTH
Genzyme Corporation
Genzyme Center
500 Kendall Street
Cambridge, Massachusetts 02142
(617) 252-7500
(Name, Address and Telephone Number of Agent for Service)
with copies to:
PAUL KINSELLA
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | o |
Non-accelerated filer
(Do not check if a smaller reporting company) | o | Smaller reporting company | o |
EXPLANATORY NOTE
Genzyme Corporation (“Genzyme”) filed a Registration Statement on Form S-8 (File No. 333-90514) with the Securities and Exchange Commission on June 14, 2002 (the “Registration Statement”), registering 25,000 shares of Genzyme common stock, $0.01 par value and an indeterminate amount of plan interests to be offered or sold pursuant to the Genzyme Surgical Products Corporation Savings and Investment Plan (the “Plan”). Effective November 1, 2007, the Plan was merged into the Genzyme Corporation 401(k) Plan. This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister all plan interests and the 23,532.837 shares of Genzyme’s common stock that remain unsold under the Registration Statement.
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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 Cambridge, Commonwealth of Massachusetts, on this 5th day of December 2008.
| By: | /s/ Peter Wirth |
| | Peter Wirth |
| | Executive Vice President, Legal and Corporate Development |
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 5th day of December 2008.
| GENZYME SURGICAL PRODUCTS CORPORATION
SAVINGS AND INVESTMENT PLAN |
| |
| By: | Genzyme Benefit Plans Committee |
| | |
| | |
| By: | /s/ Zoltan Csimma |
| | Zoltan Csimma |
| | Senior Vice President, Chief Human Resources |
| | Officer of Genzyme Corporation and Member of the |
| | Genzyme Benefit Plans Committee |
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