As filed with the Securities and Exchange Commission on January 15, 2002
REGISTRATION NO. 33-58359
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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 (I.R.S. Employer
of incorporation 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. 33-58359) filed with the Securities and Exchange Commission on March
31, 1995 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"). 1,672,315 shares of Genzyme Tissue Repair Division common stock
("Tissue Repair Stock"), which now represent 560,559 shares of Genzyme
Biosurgery Division common stock ("Biosurgery Stock") following the exchange of
each share of Tissue Repair 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. 33-58359) 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
Victor J. Dzau
- ------------------------------------------ Director
Connie Mack III
*By: /s/ Peter Wirth
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Attorney In Fact