<Page>
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):
OCTOBER 24, 2002
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 and effective June
1, 2001 (filed June 6, 2001), we completed the acquisition of Wyntek
Diagnostics, Inc. through the purchase of all the issued and outstanding capital
stock of Wyntek pursuant to a Stock Purchase Agreement, dated as of April 30,
2001, among Wyntek, all of the shareholders of Wyntek, and a representative and
alternative representatives of the shareholders of Wyntek.
As reported on our current report on Form 8-K dated and effective June
30, 2001 (filed July 12, 2001), we completed the acquisition of Focal, Inc. The
acquisition was structured as a merger of one of our wholly-owned subsidiaries
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.
As reported on our current report on Form 8-K dated and effective
September 26, 2001 (filed October 9, 2001), we completed the acquisition of
Novazyme Pharmaceuticals, Inc. The acquisition was structured as a merger of one
of our wholly-owned subsidiaries with and into Novazyme pursuant to an Agreement
and Plan of Merger dated as of August 6, 2002 among Genzyme, Rodeo Merger Corp.
and Novazyme.
In July 2001, we transferred our 50% interest in ATIII LLC, our
joint venture with GTC Biotherapeutics, Inc. (formerly Genzyme Transgenics
Corporation), which we refer to as GTC, for the development and
commercialization of ATIII to GTC. In exchange for our interest in the joint
venture, we will receive a royalty on worldwide net sales (excluding Asia) of
any of GTC's products based on ATIII beginning three years after the first
commercial sale of each such product up to a cumulative maximum amount of
$30.0 million. We will allocate any royalty amounts that we receive to Genzyme
General. Prior to the transfer, we consolidated the results of ATIII LLC
because we had control of ATIII LLC through our combined, direct and indirect
ownership interest in the joint venture.
This current report on Form 8-K is being filed to include the
unaudited pro forma combined financial information set forth in Exhibit 99.1
hereto which describes the pro forma effect of our acquisitions of Wyntek,
Focal and Novazyme and the disposition of our 50% ownership interest in ATIII
LLC on the statements of operations for the year ended December 31, 2001 of
Genzyme Corporation, Genzyme General, the division to which we allocated the
assets, liabilities and operations of Wyntek and Novazyme and the disposition
of ATIII LLC, and Genzyme Biosurgery, the division to which we allocated the
assets, liabilities and operations of Focal.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
99.1 Unaudited pro forma combined financial information which
describes the pro forma effect of our acquisitions of Wyntek,
Focal and Novazyme and the disposition of our 50% ownership
interest in ATIII LLC on the statements of operations for the
year ended December 31, 2001 of Genzyme Corporation, Genzyme
General, the division to which we allocated the assets,
liabilities and operations of Wyntek and Novazyme and the
disposition of ATIII LLC, and Genzyme Biosurgery, the division
to which we allocated the assets, liabilities and operations
of Focal.
<Page>
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 thereunto duly authorized.
GENZYME CORPORATION
Dated: October 24, 2002 By: /s/ MICHAEL S. WYZGA
------------------------------------
Michael S. Wyzga
Senior Vice President, Finance;
Chief Financial Officer; and
Chief Accounting Officer
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
99.1 Unaudited pro forma combined financial information which
describes the pro forma effect of our acquisitions of Wyntek,
Focal and Novazyme and the disposition of our 50% ownership
interest in ATIII LLC on the statements of operations for the year
ended December 31, 2001 of Genzyme Corporation, Genzyme General,
the division to which we allocated the assets, liabilities and
operations of Wyntek and Novazyme and the disposition of
ATIII LLC, and Genzyme Biosurgery, the division to which we
allocated the assets, liabilities and operations of Focal.