As filed with the Securities and Exchange Commission on September 22, 2000
Registration No. 333-68629
--------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 06-1047163
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139 (617) 252-7500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------------
PETER WIRTH
Executive Vice President and Chief Legal Officer
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
(617) 252-7500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with copies to:
PAUL KINSELLA
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
----------------------
Genzyme Corporation previously issued $250,000,000 principal amount of
5 1/4% convertible subordinated notes due 2005. The holders of these convertible
notes can convert outstanding principal and accrued interest into shares of
Genzyme General Division Common Stock, Genzyme Molecular Oncology Division
Common Stock and Genzyme Surgical Products Division Common Stock. Genzyme
Corporation's Registration Statement on Form S-3 (File No. 333-68629) registered
452,915 shares of Genzyme Molecular Oncology Division Common Stock issuable upon
conversion of these convertible notes. This Registration Statement covers
resales of these shares by the securityholders named in the prospectus and any
related prospectus supplements. As of the date of this Post-Effective Amendment,
none of the convertible notes have been converted into shares of Genzyme
Molecular Oncology Division Common Stock. The shares of Genzyme Molecular
Oncology Division Common Stock registered are now eligible for sale pursuant to
Rule 144. This Post-Effective Amendment is filed to deregister the shares of
Genzyme Molecular Oncology Division Common Stock that were not resold pursuant
to this Registration Statement.
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-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Cambridge, Commonwealth of Massachusetts, on September 22, 2000.
GENZYME CORPORATION
By: /s/ Michael S. Wyzga
--------------------------------
Michael S. Wyzga
Senior Vice President
and Chief Financial Officer
2