As filed with the Securities and Exchange Commission on January 15, 2002
REGISTRATION NO. 333-51906
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 06-1047163
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices)
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1990 EQUITY INCENTIVE PLAN
2001 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
PETER WIRTH, ESQ.
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
(617) 252-7500
(Name, address and telephone number of agent for service)
with copies to:
PAUL M. KINSELLA, ESQ.
Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
(617) 239-0100
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The Registrant hereby amends its Registration Statement on Form S-8
(File No. 333-51906) filed with the Securities and Exchange Commission on
December 15, 2000 to reflect the merger of the Registrant's 1990 Equity
Incentive Plan (the "1990 Plan") with and into the Registrant's 2001 Equity
Incentive Plan (the "2001 Plan"). 175,000 shares of Genzyme Surgical Products
Division common stock ("Surgical Products Stock"), which now represent 106,050
shares of Genzyme Biosurgery Division common stock ("Biosurgery Stock")
following the exchange of each share of Surgical Products Stock for 0.3352 share
of Biosurgery Stock in December 2000, that were previously registered on the
Registrant's Registration Statement on Form S-8 (File No. 333-51906) have not
been issued under the 1990 Plan and are being carried forward to the 2001 Plan.
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 of 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, as of
January 15, 2002.
GENZYME CORPORATION
By: /s/ Peter Wirth
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Peter Wirth
Executive Vice President and
Chief Legal Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
* Principal Executive Officer January 15, 2002
- ------------------------------------------ and Director
Henri A. Termeer
/s/ Michael S. Wyzga Principal Financial and January 15, 2002
- ------------------------------------------ Accounting Officer
Michael S. Wyzga
* Director January 15, 2002
- ------------------------------------------
Constantine E. Anagnostopoulos
* Director January 15, 2002
- ------------------------------------------
Douglas A. Berthiaume
* Director January 15, 2002
- ------------------------------------------
Henry E. Blair
* Director January 15, 2002
- ------------------------------------------
Robert J. Carpenter
* Director January 15, 2002
- ------------------------------------------
Charles L. Cooney
* Director January 15, 2002
- ------------------------------------------
Victor J. Dzau
- ------------------------------------------
Connie Mack III Director
*By: /s/ Peter Wirth
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Attorney In Fact