SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
MARCH 2, 2000
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-14680 06-1047163
(State or other jurisdiction of (Commission file number) (IRS employer identification
incorporation or organization) number)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 252-7500
ITEM 5. OTHER EVENTS.
On March 2, 2000, the Board of Directors of Genzyme Corporation
("Genzyme") authorized, subject to the approval of Genzyme's stockholders, an
amendment to Genzyme's Articles of Organization (its "charter") that would
modify the terms of its Genzyme Molecular Oncology Division Common Stock, $0.01
par value per share (the "GZMO Stock"), Genzyme Surgical Products Division
Common Stock, $0.01 par value per share (the "GZSP Stock") and Genzyme Tissue
Repair Common Stock, $0.01 par value per share (the "GZTR Stock"). The general
purpose of the amendment is to update the terms of Genzyme's tracking stock so
that they include the types of rights and other terms contained in the more
recently introduced tracking stocks of other companies. The principal issues
addressed by the amendment are
- modifying the provisions that govern mandatory distributions to
division stockholders upon a sale of all or substantially all of a
division's assets, such that stockholders will receive a distribution
more accurately reflecting the value assigned to those assets by a
third party purchaser;
- permitting Genzyme to modify the terms of its tracking stock or to
unwind its tracking stock structure without incurring the substantial
costs and dilutive effects of exchanging its tracking stock at 30%, or
some other, premium to its fair market value if, on the advice of tax
counsel, the Board of Directors deems it desirable to take such action
to avoid adverse tax consequences to Genzyme or its stockholders due
to a change in tax laws affecting tracking stock; and
- describing in more detail the information that must be contained in
notices sent to stockholders regarding any exchange of or distribution
on their common stock.
The amendment proposal will be described in the proxy statement to be
sent to Genzyme stockholders in connection with its 2000 Annual Meeting of
Stockholders. Article IV of Genzyme's Articles of Organization as proposed to be
amended and restated is filed herewith as Exhibit 99.1 and is incorporated
herein by reference. The proposed amendment may be modified or abandoned by
Genzyme prior to stockholder approval. The proposed amendment will become
effective if approved by Genzyme's stockholders and filed with, and declared
effective by, the Secretary of the Commonwealth of Massachusetts.
In addition, Genzyme currently intends to convene a special meeting of
Genzyme stockholders some time following the Annual Meeting. At the special
meeting, Genzyme will ask its stockholders to consider and adopt a further
amendment to Genzyme's charter. Specifically, it will ask stockholders to
approve a charter amendment contemplating the creation of a new series of common
stock (the "GZBX Stock") which will track a new division that Genzyme
anticipates calling Genzyme Biosurgery. Genzyme Biosurgery will combine the
assets and liabilities of Genzyme Surgical Products and Genzyme Tissue Repair
with those of Biomatrix, Inc., with whom Genzyme has signed a merger agreement
on March 6, 2000 (the "Merger Agreement"). Genzyme will also ask holders of the
GZSP Stock and GZTR Stock to approve the transfer of the assets and liabilities
of Genzyme Surgical Products and Genzyme Tissue Repair into Genzyme Biosurgery
and the conversion of their shares of GZSP Stock and GZTR Stock into shares of
GZBX Stock (the "Recapitalization"). The GZBX Stock is expected to have the same
terms, rights and preferences as those of the GZMO Stock, GZSP Stock and GZTR
Stock as proposed to be amended by the amendment described in this Form 8-K. For
a fuller description of the Merger Agreement and Recapitalization, see Genzyme's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
March 15, 2000.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS:
EXHIBIT
NO. DESCRIPTION
- ------- -----------
99.1 Article IV of the Articles of Organization of Genzyme Corporation as proposed to be
amended and restated. Filed herewith.
SIGNATURE
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.
GENZYME CORPORATION
Dated: March 22, 2000 By: /s/ Peter Wirth
------------------------------------
Peter Wirth
Executive Vice President and Chief
Legal Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
99.1 Article IV of the Articles of Organization of Genzyme Corporation as proposed to be amended
and restated. Filed herewith.