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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)
JULY 1, 1996
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-14680 06-1047163
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address or principal executive offices and zip code)
Registrant's telephone number, including area code
(617) 252-7500
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 1, 1996, Genzyme Corporation ("Genzyme"), a Massachusetts corporation
completed the acquisition of Deknatel Snowden Pencer, Inc. ("DSP"), a privately
held surgical products company, for approximately $250.0 million. The purchase
price consisted of cash of approximately $190.0 million. Genzyme also assumed
and subsequently repaid debt of DSP of approximately $56.5 million, and Genzyme
paid acquisition costs of approximately $3.5 million. Funds for the acquisition,
the repayment of the debt and the payment of the acquisition costs were provided
by borrowings of $200.0 million under a revolving credit facility from Fleet
National Bank, due September 1, 1997, with interest payable at LIBOR plus 5/8%
(6.16% at July 1, 1996) and approximately $50.0 million was provided from
Genzyme General Division cash balances.
The acquisition was accomplished by a merger of DSP Acquisition Corp.
("Acquisition"), a wholly-owned subsidiary of Genzyme, with and into DSP,
resulting in DSP being the surviving corporation as a wholly-owned subsidiary of
Genzyme (the "Merger"). As a result of the Merger, each outstanding share of the
capital stock of DSP was converted into the right to receive $379.01 in cash
(the "Merger Consideration"), and certain outstanding options to purchase the
capital stock of DSP were converted into the right to receive the Merger
Consideration multiplied by the number of shares for which such option was
exercisable, less the exercise price of such option.
The nature and amount of the consideration paid in the Merger was determined by
negotiation between Genzyme and DSP and its principal stockholder, KDK
Acquisition Company, L.P. Such negotiation followed a bidding process in which
DSP, through its investment bankers retained for such purpose, solicited
proposals for the acquisition of the company. There was no material relationship
between DSP or its shareholders and Genzyme or any of its affiliates, directors
or officers, or any associate of a Genzyme director or officer.
DSP designs, manufactures and markets cardiovascular devices, precision
instruments and specialty surgical products. Its 70-person sales force calls
directly on cardiovascular, general and gynecological surgeons throughout the
U.S. and Europe and has a strong presence in the operating rooms of major
hospitals. Genzyme will retain DSP personnel and facilities and continue to
pursue DSP's growth strategy.
Genzyme plans to use DSP's sales force to accelerate the introduction of its
Seprafilm[Trademark] bioresorbable membrane to the U.S. surgical market once it
is approved by the U.S. Food and Drug Administration.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Genzyme hereby incorporates by reference into this report, the following
financial statements included on pages F-1 through F-29 in Genzyme's
Registration Statement on Form S-3 (File No. 333-05979), dated June 24,
1996:
(a) Historical financial statements of DSP as of September 30, 1995
and 1994 and March 24, 1996 (unaudited) and for the years
ended September 30, 1994 and 1995 and the six months ended
March 26, 1995 and March 24, 1996 (unaudited).
(b) Pro forma financial statements of Genzyme Corporation and
Genzyme General Division as of March 31, 1996 and for the
three months ended March 31, 1996 and for the year ended
December 31, 1995 presented assuming that the acquisition of
DSP occurred as of January 1, 1995.
(c) Exhibits.
Exhibit
No. Description
--- -----------
Exhibit 2.1 Merger agreement dated as of May 24, 1996, among
Genzyme Corporation, DSP Acquisition Corporation
and Deknatel Snowden Pencer, Inc. Filed as Exhibit
2.1 to Genzyme's Registration Statement on Form
S-3 (File No. 333-05979), dated dated June 24,
1996 incorporated herein by reference. Pursuant to
Item 602(b)(2) of Regulation S-K, the schedules to
the Agreement and Plan of Merger are omitted. A
list of such schedules appears in the table of
contents to the Merger Agreement. The Registrant
hereby undertakes to furnish supplementary a copy
of any omitted schedule to the Commission upon
request.
Exhibit 4.1 Credit Agreement dated as of June 28, 1996 between
Genzyme and Fleet National Bank. Filed herewith.
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(c) Exhibits (continued).
Exhibit
No. Description
--- -----------
Exhibit 4.2 Revolving Credit Note in the principal amount of
$215.0 million dated June 28, 1996 payable to
Fleet National Bank. Filed herewith.
Exhibit 23.2 Consent of Arthur Andersen LLP, independent
accountants to DSP. Filed herewith.
Exhibit 99 Pages F-1 through F-29 in Genzyme's Registration
Statement on Form S-3 (File No. 333-05979), dated
June 24, 1996. Incorporated herein by reference.
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SIGNATURES
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
(Registrant)
Date: July 15, 1996 By: /s/ David J. McLachlan
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(signature)
David J. McLachlan
Senior Vice President, Finance
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
--- ----------- --------
Exhibit 2.1 Merger agreement dated as of May 24, 1996,
among Genzyme Corporation, DSP Acquisition
Corporation and Deknatel Snowden Pencer, Inc.
Filed as Exhibit 2.1 to Genzyme's Registration
Statement on Form S-3 (File No. 333-05979),
dated June 24, 1996 incorporated herein by
reference. Pursuant to Item 602(b)(2) of
Regulation S-K, the schedules to the Agreement
and Plan of Merger are omitted. A list of such
schedules appears in the table of contents to the
Merger Agreement. The Registrant hereby
undertakes to furnish supplementary a copy of any
omitted schedule to the Commission upon request.
Exhibit 4.1 Credit Agreement dated as of June 28, 1996 between
Genzyme and Fleet National Bank. Filed herewith.
Exhibit 4.2 Revolving Credit Note in the principal amount of
$215.0 million dated June 28 1996 payable to Fleet
National Bank. Filed herewith.
Exhibit 23.2 Consent of Arthur Andersen LLP, independent
accountants to DSP. Filed herewith.
Exhibit 99 Pages F-1 through F-29 in Genzyme's Registration
Statement on Form S-3 (File No. 333-05979), dated
June 24, 1996. Incorporated herein by reference.
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