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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NO. 0-14680
GENZYME CORPORATION
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 06-1047163
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE KENDALL SQUARE 02139
CAMBRIDGE, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
(617) 252-7500
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE ("GENERAL DIVISION STOCK")
TISSUE REPAIR DIVISION COMMON STOCK, $0.01 PAR VALUE ("TR STOCK")
GENERAL DIVISION STOCK PURCHASE RIGHTS
TR STOCK PURCHASE RIGHTS
WARRANTS (DATED NOVEMBER 3 AND 10, 1989) TO PURCHASE GENERAL DIVISION STOCK AND
TR STOCK
SERIES N WARRANTS (DATED MAY 5, 1992) TO PURCHASE GENERAL DIVISION STOCK AND TR
STOCK
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Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 1, 1996: $2,349,667,466
Number of shares of the Registrant's General Division Stock outstanding
as of March 1, 1996: 31,844,070
Number of shares of the Registrant's TR Stock outstanding as of March
1, 1996: 12,110,503
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held May 16, 1996 were incorporated by reference into Part
III of the Registrant's Form 10-K amended hereby.
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This report on Form 10-K/A constitutes Amendment No. 1 to the registrant's Form
10-K for the year ended December 31, 1995. Item 14 is hereby amended as follow:
- - Exhibit 23.1, Consent of Coopers & Lybrand L.L.P., is revised to include
consent to the incorporation by reference in the registration statements of
Genzyme Corporation on Form S-4 (File Nos. 333-01105, 333-02357 and 333-02947)
of their reports dated March 1, 1996, except as to Note O which is dated March
26, 1996 of their audits of the consolidated financial statements and financial
statemet schedule of the Genzyme Corporation and Subsidiaries, dated March 1,
1996 except as to Note R which is March 26, 1996 on our audits of the combined
financial statements and financial statement schedule of Genzyme General
Division and dated March 1, 1996 except as to Note O which is March 26, 1996
on our audits of the combined financial statements and financial statement
schedule of Genzyme Tissue Repair Division all as of December 31, 1994 and 1995
and for each of the three years in the period ended December 31, 1995, which
reports are include in the registrant's 1995 Annual Report on Form 10-K.
- - Exhibit 23.2, Consent of Coopers & Lybrand L.L.P., relating to the Annual
Report of Genzyme Corporation Retirement Savings Plan (the "Plan"), is filed
herewith.
- - Exhibit 99.1, which includes information, financial statements and exhibits
required by Form 11-K related to the Plan, is filed herewith.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENTS
The financial statements are listed under Part II, Item 8 of this Report.
2. FINANCIAL STATEMENT SCHEDULES
The financial statement schedules are listed under Part II, Item 8 of this
Report.
3. EXHIBITS
The exhibits are listed below under Part IV, Item 14(c) of this report.
(B) REPORTS ON FORM 8-K
Reports on Form 8-K were filed with the Commission during the fourth
quarter of 1995 to report the following items as of the dates indicated:
- Genzyme filed a report on Form 8-K dated October 12, 1995 reporting under
Item 5 of Form 8-K the acquisition of its majority-owned subsidiary, IG
Laboratories, Inc. ("IG Labs") in a transaction in which IG Labs was merged
with and into Genzyme. The report incorporated by reference the contents of
Genzyme's press release dated September 29, 1995.
(C) EXHIBITS
EXHIBIT DESCRIPTION
NO. -----------
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*3.1 - Articles of Organization of Genzyme. Filed as Exhibit 3.1 to
Genzyme's Form 10-K for 1994.
*3.2 - By-laws of Genzyme. Filed as Exhibit 3.2 to Genzyme's Form 8-K
dated December 31, 1991.
*4.1 - Amended and Restated Rights Agreement, dated as of October 13,
1994 between Genzyme and American Stock Transfer and Trust Company.
Filed as Exhibit 4 to Genzyme's Form 8-K dated December 29, 1994.
*4.2 - Indenture dated as of October 11, 1991 between Genzyme and State
Street Bank and Trust Company. Filed as Exhibit 4.1 to Genzyme's
Form 8-K dated October 11, 1991.
*4.3 - First Supplement dated as of December 20, 1991 to Indenture dated
as of October 11, 1991 between Genzyme and State Street Bank and
Trust Company. Filed as Exhibit 4.1 to Genzyme's Form 8-K dated
December 31, 1991.
*4.4 - Global Note of Genzyme in the principal amount of $100,000,000
dated October 11, 1991, payable to Cede and Co., as nominee for The
Depository Trust Company. Filed as Exhibit 4.2 to Genzyme's Form
8-K dated October 11, 1991.
*4.5 - Specimen Warrant to purchase Genzyme Common Stock issued to
limited partners of Genzyme Development Partners, L.P. on November
3, 1989. Filed as Exhibit 4.3 to Genzyme's Form 10-K for 1990.
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EXHIBIT DESCRIPTION
NO. -----------
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*4.6 - Specimen Warrant to purchase Genzyme Common Stock issued to
limited partners of Genzyme Development Partners, L.P. on November
10, 1989. Filed as Exhibit 4.4 to Genzyme's Form 10-K for 1990.
*4.7 - Specimen Warrant to purchase Genzyme Common Stock issued to Paine
Webber Development Company on November 10, 1989. Filed as Exhibit
4.5 to Genzyme's Form 10-K for 1990.
*4.8 - Specimen Series N Warrant to purchase Genzyme Common Stock issued
to shareholders of Neozyme II Corporation ("Neozyme II"). Filed as
Exhibit 28.5 to Genzyme's Form 10-Q for March 31, 1992.
*4.9 - Specimen Callable Warrant to purchase Genzyme Common Stock issued
to shareholders of Neozyme II. Filed as Exhibit 28.6 to Genzyme's
Form 10-Q for March 31, 1992.
*10.1 - Leases by Whatman Reeve Angel Limited to Whatman Biochemicals
Limited dated May 1, 1981. Filed as Exhibit 10.12 to Genzyme's
Registration Statement on Form S-1, File No. 33-4904.
*10.2 - Lease dated as of September 15, 1989 for 95-111 Binney Street,
Cambridge, Massachusetts between Genzyme and the Trustees of the
Cambridge East Trust. Filed as Exhibit 10.2 to Genzyme's Form 10-K
for 1992. First amendment of lease dated February 28, 1994. Filed
as Exhibit 10.2 to Genzyme's Form 10-K for 1993.
*10.3 - Lease dated December 20, 1988 for Building 1400, One Kendall
Square, Cambridge, Massachusetts between Genzyme and the Trustees
of Old Binney Realty Trust, as amended by letters dated December
20, 1988, January 19, 1989 and January 31, 1989. Filed as Exhibit
10.18 to Genzyme's Form 10-K for 1988. Addendum dated September 20,
1991 to Lease for Building 1400, One Kendall Square, Cambridge,
Massachusetts. Filed as Exhibit 19.1 to Genzyme's Form 10-Q dated
September 30, 1991. Addenda dated August 2, 1990 and April 6, 1993
to Lease for Building 1400, One Kendall Square, Cambridge,
Massachusetts. Filed as Exhibit 10.3 to Genzyme's Form 10-K for
1993.
*10.4 - Lease dated December 20, 1988 for Building 700, One Kendall
Square, Cambridge, Massachusetts between Genzyme and Trustees of
Old Kendall Realty Trust, as amended by letters dated December 20,
1988 and January 31, 1989. Filed as Exhibit 10.19 to Genzyme's Form
10-K for 1988.
*10.5 - Lease dated September 30, 1985 for 51 New York Avenue,
Framingham, Massachusetts. Filed as Exhibit 10.8 to Genzyme's Form
10-K for 1990. Amendment No. 1, dated October 11, 1990, and
Amendment No. 2, dated May 12, 1993, to lease for 51 New York
Avenue, Framingham, Massachusetts. Filed as Exhibit 10.5 to
Genzyme's Form 10-K for 1993.
*10.6 - Lease dated April 30, 1990 for 64 Sidney Street, Cambridge,
Massachusetts between BioSurface Technology, Inc. ("BioSurface")
and Forest City 64 Sidney Street, Inc. Filed as Exhibit 10.22 to
the Registration Statement of BioSurface on Form S-1, File No.
33-55874.
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EXHIBIT DESCRIPTION
NO. -----------
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*10.7 - Sublease Lease dated May 22, 1992 for three buildings at 74-84
New York Avenue, Framingham, Massachusetts between Genzyme and
Prime Computer, Inc. Filed as Exhibit 10.7 to Genzyme's Form 10-K
for 1993.
*10.8 - Lease dated May 22, 1992 for three buildings at 74-84 New York
Avenue, Framingham, Massachusetts between Genzyme and Mark L. Fins,
David J. Winstanley and Bruce A. Gurall, tenants in common. Filed
as Exhibit 10.8 to Genzyme's Form 10-K for 1993.
*10.9 - Lease dated June 1, 1992 for land at Allston Landing, Allston,
Massachusetts between Allston Landing Limited Partnership and the
Massachusetts Turnpike Authority. Filed as Exhibit 10.9 to
Genzyme's Form 10-K for 1993.
*10.10 - Underlease for Block 13 building at Kings Hill Business Park West
Malling Kent among Rouse and Associates Block 13 Limited, Genzyme
(UK) Limited and Genzyme Corporation. Filed as Exhibit 10.11 to
Genzyme's Registration Statement on Form 8-B dated December 31,
1991, filed on March 2, 1992.
*10.11 - Agreement of Limited Partnership dated as of September 13, 1989
between Genzyme Development Corporation II, as General Partner, and
each of the Limited Partners named therein. Filed as Exhibit 10(aa)
to Genzyme's Registration Statement on Form S-4, File No. 33-32343.
*10.12 - Cross License Agreement dated as of September 13, 1989 between
Genzyme Corporation and Genzyme Development Partners, L.P. Filed as
Exhibit 10(bb) to Genzyme's Registration Statement on Form S-4,
File No. 33-32343.
*10.13 - Development Agreement dated as of September 13, 1989 between
Genzyme Corporation and Genzyme Development Partners, L.P. Filed as
Exhibit 10(cc) to Genzyme's Registration Statement on Form S-4,
File No. 33-32343.
*10.14 - Amendment No. 1 dated January 4, 1994 to Development Agreement
dated as of September 13, 1989 between Genzyme and Genzyme
Development Partners, L.P. Filed as Exhibit 10.14 to Genzyme's Form
10-K for 1993.
*10.15 - Notice dated January 4, 1994 from Genzyme to Genzyme Development
Partners, L.P. Filed as Exhibit 10.15 to Genzyme's Form 10-K for
1993.
*10.16 - Notice dated January 13, 1995 from Genzyme to Genzyme Development
Partners, L.P. Filed as Exhibit 10.16 to Genzyme's Form 10-K for
1994.
*10.17 - Notice dated February 22, 1996 from Genzyme to Genzyme
Development Partners, L.P. Filed as Exhibit 10.17 to Genzyme's Form
10-K for 1995.
*10.18 - Partnership Purchase Option Agreement dated as of September 13,
1989 between Genzyme Corporation, Genzyme Development Corporation
II, Genzyme Development Partners, L.P. each Class A Limited Partner
and the Class B Limited Partner. Filed as Exhibit 10(dd) to
Genzyme's Registration Statement on Form S-4, File No. 33-32343.
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EXHIBIT DESCRIPTION
NO. -----------
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*10.19 - Partnership Purchase Agreement, undated and unexecuted, between
Genzyme Corporation, Genzyme Development Corporation II, Genzyme
Development Partners, L.P., each Class A Limited Partner and the
Class B Limited Partner, as the case may be. Filed as Exhibit
10(ee) to Genzyme's Registration Statement on Form S-4, File No.
33-32343.
*10.20 - Joint Venture Agreement dated as of September 13, 1989 between
Genzyme Corporation and Genzyme Development Partners, L.P. Filed as
Exhibit 10(ff) to Genzyme's Registration Statement on Form S-4,
File No. 33-32343.
*10.21 - Technology License and Supply Agreement dated as of September 8,
1989 between Imedex and Genzyme. Filed as Exhibit 10.30 to
Genzyme's Form 10-K for 1990.**
*10.22 - 1988 Director Stock Option Plan. Filed as Annex VIII to Genzyme's
Registration Statement on Form S-4, File No. 33-83346.
*10.23 - 1990 Equity Incentive Plan. Filed as Annex VII to Genzyme's
Registration Statement on Form S-4, File No. 33-83346.
*10.24 - 1990 Employee Stock Purchase Plan. Filed as Annex IX to Genzyme's
Registration Statement on Form S-4, File No. 33-83346.
*10.25 - Executive Employment Agreement dated as of January 1, 1990
between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32 to
Genzyme's Form 10-K for 1990.
*10.26 - Form of Severance Agreement between Genzyme and certain senior
executives, together with schedule identifying the provisions
applicable to each executive. Filed as Exhibit 10.33 to Genzyme's
Form 10-K for 1990. Schedule identifying executives currently party
to such Severance Agreement filed as Exhibit 10.32 to Genzyme's
Form 10-K for 1993.
*10.27 - Form of Indemnification Agreement between Genzyme and certain
senior executives, together with schedule identifying the
provisions applicable to each executive. Filed as Exhibit 10.34 to
Genzyme's Form 10-K for 1990. Schedule identifying executives
currently party to such Indemnification Agreement filed as Exhibit
10.33 to Genzyme's Form 10-K for 1993.
*10.28 - Consulting Agreement dated March 1, 1993 between Genzyme and
Henry E. Blair. Filed as Exhibit 10.29 to Genzyme's 10-K for 1992.
Consulting Agreement dated February 3, 1994 between Genzyme and
Henry E. Blair. Filed as Exhibit 10.35 to Genzyme's Form 10-K for
1993.
*10.29 - Technology License Agreement dated April 28, 1992 between Genzyme
and Neozyme II. Filed as Exhibit 28.7 to Genzyme's Form 10-Q for
March 31, 1992.
*10.30 - Research and Development Agreement dated April 28, 1992 between
Genzyme and Neozyme II. Filed as Exhibit 28.8 to Genzyme's Form
10-Q for March 31, 1992.
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EXHIBIT DESCRIPTION
NO. -----------
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*10.31 - Purchase Option Agreement dated April 28, 1992 among
Genzyme, PaineWebber Incorporated, Shearson Lehman Brothers,
Inc., Cowen & Company, PaineWebber International (U.K.) Ltd.,
and Lehman Brothers International Limited. Filed as Exhibit
28.9 to Genzyme's Form 10-Q for March 31, 1992.
*10.32 - Administrative Agreement dated April 28, 1992 between Genzyme
and Neozyme II. Filed as Exhibit 28.10 to Genzyme's Form 10-Q
for March 31, 1992.
*10.33 - Series 1992 Note of Neozyme II dated April 28, 1992. Filed as
Exhibit 28.11 to Genzyme's Form 10-Q for March 31, 1992.
*10.34 - Amendment No. 1 to Technology License Agreement and
Research and Development Agreement between Genzyme and Neozyme
II dated as of August 11, 1993. Filed as Exhibit 10.42 to
Genzyme's Form 10-K for 1993.
*10.35 - Technology Transfer Agreement between Genzyme and Genzyme
Transgenics Corporation ("GTC") dated as of May 1, 1993. Filed
as Exhibit 2.1 to the Registration Statement on Form S-1 of
GTC (File No. 33-62872).
*10.36 - Research and Development Agreement between Genzyme and GTC
dated as of May 1, 1993. Filed as Exhibit 10.1 to the
Registration Statement on Form S-1 of GTC (File No. 33-62872).
*10.37 - Services Agreement between Genzyme and GTC dated as of May
1, 1993. Filed as Exhibit 10.2 to the Registration Statement
on Form S-1 of GTC (File No. 33-62872).
*10.38 - Series A Convertible Preferred Stock Purchase Agreement
between Genzyme and GTC dated as of May 1, 1993. Filed as
Exhibit 10.5 to the Registration Statement on Form S-1 of GTC
(File No. 33-62872).
*10.39 - Convertible Debt and Development Funding Agreement dated as
of March 29, 1996 between Genzyme and GTC. Filed as Exhibit
10.39 to Genzyme's Form 10-K for 1995.
*10.40 - Common Stock Purchase Agreement between Argus Pharmaceuticals,
Inc. and Genzyme Corporation dated as of September 10, 1993.
Filed as Exhibit A to Schedule 13D filed by Genzyme on
September 20, 1993.**
*10.41 - Agreement and Plan of Reorganization dated as of July 25,
1994, as amended, among Genzyme Corporation, Phoenix
Acquisition Corporation and BioSurface Technology, Inc. Filed
as Annex X to Genzyme's Registration Statement on Form S-4,
File No. 33-83346.
*10.42 - Agreement and Plan of Merger dated as of January 11, 1996
among Genzyme, Genetrix, Inc. and the Principal Stockholders
of Genetrix. Filed as Exhibit 2 to Genzyme's Regristration
Statement on Form S-4, File No. 333-1105.
*10.43 - License and Development Agreement between Celtrix
Pharmaceuticals, Inc. ("Celtrix") and Genzyme Corporation
dated as of June 24, 1994. Filed as Exhibit 10.42 to Celtrix's
Annual Report on Form 10-K for the fiscal year ended March 31,
1994.**
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EXHIBIT DESCRIPTION
NO. -----------
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*10.44 - Common Stock Purchase Agreement dated as of June 24, 1994
between Celtrix and Genzyme Corporation. Filed as Exhibit A to
Schedule 13D filed by Genzyme on July 5, 1994.
*11 - Computation of weighted average shares used in computing per
share amounts. Filed as Exhibit 11 to Genzyme's Form 10-K for
1995.
*21 - Subsidiaries of the Registrant. Filed as Exhibit 21 to
Genzyme's Form 10-K for 1995.
23.1 - Consent of Coopers & Lybrand L.L.P.. Filed as Exhibit 23.1 to
Genzyme's Form 10-K for 1995. Filed herewith.
23.2 - Consent of Coopers & Lybrand L.L.P. relating to the Annual
Report of Genzyme Corporation Retirement Savings Plan included
in Exhibit 99.1 to Genzyme's Form 10-K for 1995. Filed
herewith.
*27 - Financial Data Schedules (for EDGAR filing purposes only).
99.1 - Information, financial statements and exhibits required
by Form 11-K with respect to the Genzyme Corporation
Retirement Savings Plan. Filed herewith.
* Indicates exhibit previously filed with the Securities and Exchange Commission
and incorporated by reference. Exhibits filed with Forms 10-K, 10-Q, 8-K or 8-B
of Genzyme Corporation were filed under Commission File No. 0-14680.
** Confidential treatment has been granted for the deleted portions of Exhibits
10.21, 10.40 and 10.43.
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
Exhibits 10.22 through 10.28 above are management contracts or
compensatory plans or arrangements in which the executive officers or directors
of Genzyme participate.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned.
GENZYME CORPORATION
Date: June 28, 1996 By: /s/David J. McLachlan
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David J. McLachlan
Senior Vice President, Finance
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GENZYME CORPORATION FORM 10-K/A
Amendment No. 1
Exhibit Index
Exhibit Description Page
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23.1 - Consent of Coopers & Lybrand L.L.P. Filed herewith 11
23.2 - Consent of Coopers & Lybrand L.L.P., relating to the 12
Annual Report of Genzyme Corporation Retirement Savings Plan
as reported in Exhibit 99.1 to Genzyme's 1995 Form 10-K/A.
Filed herewith.
99.1 - Information, financial statements and exhibits required
by Form 11-K with respect to the Genzyme Corporation
Retirement Savings Plan. Filed herewith. 13
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