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):
SEPTEMBER 7, 2001
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
incorporation or organization) identification 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.
As reported on our current report on Form 8-K dated August 6, 2001
(filed August 22, 2001), on August 6, 2001 we entered into an Agreement and Plan
of Merger with Novazyme Pharmaceuticals, Inc. ("Novazyme") to effect a business
combination through the merger of a wholly-owned subsidiary of ours with and
into Novazyme.
We are filing this report to include (1) the audited financial
statements of Novazyme as of December 31, 2000 and 1999 and for the year ended
December 31, 2000 and the periods from inception (April 16, 1999) to December
31, 1999 and 2000, including the report of independent public accountants dated
February 26, 2001 and (2) the unaudited financial statements of Novazyme as
of June 30, 2001 and December 31, 2000 and for the six months ended June 30,
2001 and 2000 and the period from inception (April 16, 1999) to June 30, 2001.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
2 Agreement and Plan of Merger, dated as of August 6, 2001,
among Genzyme Corporation, Rodeo Merger Corp. and Novazyme
Pharmaceuticals, Inc. Attached as Exhibit 2.1 to Genzyme's
Current Report on Form 8-K dated August 6, 2001 filed with the
SEC on August 22, 2001 and incorporated herein by reference.
23 Consent of Arthur Andersen LLP. Filed herewith.
99.1 The audited financial statements of Novazyme as of December
31, 2000 and 1999 and for the year ended December 31, 2000 and
the periods from inception (April 16, 1999) to December 31,
1999 and 2000, including the report of independent public
accountants dated February 26, 2001. Filed herewith.
99.2 The unaudited financial statements of Novazyme as of June
30, 2001 and December 31, 2000 and for the six months ended
June 30, 2001 and 2000 and the period from inception (April
16, 1999) to June 30, 2001. Filed herewith.
2
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: September 7, 2001 By: /s/ Peter Wirth
--------------------------------
Peter Wirth
Executive Vice President and
Chief Legal Officer
3
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- -------- -----------
2 Agreement and Plan of Merger, dated as of August 6, 2001,
among Genzyme Corporation, Rodeo Merger Corp. and Novazyme
Pharmaceuticals, Inc. Attached as Exhibit 2.1 to Genzyme's
Current Report on Form 8-K dated August 6, 2001 filed with the
SEC on August 22, 2001 and incorporated herein by reference.
23 Consent of Arthur Andersen LLP. Filed herewith.
99.1 The audited financial statements of Novazyme as of December
31, 2000 and 1999 and for the year ended December 31, 2000 and
the periods from inception (April 16, 1999) to December 31,
1999 and 2000, including the report of independent public
accountants dated February 26, 2001. Filed herewith.
99.2 The unaudited financial statements of Novazyme as of June
30, 2001 and December 31, 2000 and for the six months ended
June 30, 2001 and 2000 and the period from inception (April
16, 1999) to June 30, 2001. Filed herewith.