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):
JUNE 30, 2001
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-14680 06-1047163
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation or identification number)
organization)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 252-7500
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 2001, Genzyme completed the acquisition of Focal, Inc.,
a publicly held Delaware corporation. The acquisition was structured as a
merger of a wholly-owned subsidiary of Genzyme's with and into Focal pursuant
to an Agreement and Plan of Merger dated as of April 25, 2001 among Genzyme,
Sammy Merger Corp. and Focal. Under the terms of the merger agreement, Focal
shareholders receive 0.1545 of a share of Genzyme Biosurgery Division common
stock, $0.01 par value per share ("Biosurgery Stock"), for every share of
Focal common stock they held on June 30, 2001, except for 10,000 shares of
Focal common stock that Genzyme purchased for cash from an existing
stockholder of Focal. Genzyme is issuing a total of approximately 2.1 million
shares of Biosurgery Stock in the transaction. In lieu of issuing any
fractional shares of Biosurgery Stock, Genzyme is paying cash in an amount
equal to the share fraction multiplied by $7.70. All outstanding options and
warrants to purchase shares of Focal common stock automatically converted
into options and warrants, respectively, to purchase shares of Biosurgery
Stock based the exchange ratio of 0.1545. The amount of consideration paid
was determined through arm's length negotiations between Genzyme and Focal.
The acquisition was structured as a taxable transaction and will be accounted
for using the purchase method of accounting.
The assets acquired in the merger were used by Focal in the business of
developing, manufacturing and commercializing synthetic biopolymers used in
surgery. Genzyme will continue to employ the assets for similar purposes.
Prior to the acquisition, Focal and Genzyme were parties to (1) a
marketing and distribution agreement pursuant to which Focal granted Genzyme
exclusive marketing and distribution rights to Focal's surgical sealant products
for lung surgery, cardiovascular surgery and gastrointestinal surgery in North
America and (2) a stock purchase agreement pursuant to which Genzyme had
acquired 3,851,806 shares of Focal common stock and had committed, subject to
conditions, to purchase up to an additional $5.0 million of Focal common stock.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The following financial statements of Focal, including the report of
independent auditors, appear as Exhibits 99.1 and 99.2, respectively, to
Genzyme's Current Report on Form 8-K filed on May 22, 2001 and are incorporated
herein by reference:
(1) the audited financial statements of Focal as of December 31, 2000
and 1999 and for each of the three years in the period ended December
31, 2000, including the report of independent auditors dated January
31, 2001; and
(2) the unaudited financial statements of Focal as of and for the three
months ended March 31, 2001 and 2000.
(b) PRO FORMA FINANCIAL INFORMATION.
The unaudited pro forma combined financial information which describes
the pro forma effect of our acquisitions of Focal and Wyntek Diagnostics, Inc.
on the unaudited statements of operations for the three months ended March 31,
2001 and the year ended December 31, 2000
and the unaudited balance sheet as of March 31, 2001 of both Genzyme Corporation
and Genzyme Biosurgery, the division of Genzyme Corporation to which the assets
and liabilities and operations of Focal have been allocated, appear on pages 4
to 33 of Genzyme's Current Report on Form 8-K filed on May 22, 2001 and are
incorporated herein by reference.
(c) EXHIBITS
2 Agreement and Plan of Merger, dated as of April 25, 2001, among
Genzyme Corporation, Sammy Merger Corp. and Focal, Inc. Attached as
Annex A to the proxy statement/prospectus contained in Genzyme's
registration statement on Form S-4 (No. 333-61296) filed with the SEC
on May 21, 2001 and incorporated herein by reference.
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: July 12, 2001 By: /s/ Michael S. Wyzga
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Michael S. Wyzga
Senior Vice President, Finance;
Chief Financial Officer; and Chief
Accounting Officer.