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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):
OCTOBER 28, 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 of principal executive offices and zip code)
Registrant's telephone number, including area code:
(617) 252-7500
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ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
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On October 28, 1996, Genzyme Corporation ("Genzyme"), through a
wholly-owned subsidiary, completed its tender offer for the outstanding units
(the "Units") of Neozyme II Corporation ("Neozyme II"), each Unit consisting of
(i) one share of the Callable Common Stock (the "Callable Common Stock"), $1.00
par value per share, of Neozyme II and (ii) one Callable Warrant (the "Callable
Warrants") to purchase two shares of General Division Common Stock ("General
Division Stock"), $0.01 par value per share, and .135 share of Tissue Repair
Division Common Stock ("TR Stock"), $0.01 par value per share, of Genzyme, for
$45 per Unit in cash. 2,385,686 Units, or 98.8%, were tendered and accepted
for payment, resulting in an aggregate tender offer price of $107,355,870.
Genzyme will acquire all of the remaining shares of Callable Common
Stock through a merger of Neozyme II into the Genzyme subsidiary that acquired
the tendered Units. As a result of the merger, holders of Units who did not
tender their units will receive $29 in cash for each share of Callable Common
Stock. The Callable Warrants included in the untendered Units will become
exercisable on the effective date of the merger and will remain outstanding
following the merger. The exercise price of the Callable Warrants will be equal
to the average closing price of two shares of General Division Stock and .135
share of TR Stock for the 20 trading days prior to the effective date of the
merger.
Funds for the tender offer were provided, and the funds for the merger
will be provided, as follows: $80.0 million from borrowings under a revolving
credit facility from Fleet National Bank, and the balance from Genzyme General
Division cash balances.
The nature and amount of the consideration paid pursuant to the tender
offer and the merger were determined by negotiation between Genzyme and a
special committee of independent directors of Neozyme II who are neither
executive officers nor directors of Genzyme.
ITEM 5. OTHER.
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In order to update the information previously filed with the Securities
and Exchange Commission at pages F-2 to F-29 to the Prospectus included in the
Registration Statement of Genzyme on Form S-3 (Commission File No. 333-05979)
that was filed on June 14, 1996, Genzyme hereby files as Exhibit 99.1 unaudited
pro forma financial statements and the related notes thereto for both Genzyme
and Genzyme General Division (the "General Division") giving effect to the
acquisition by Genzyme of Genetrix, Inc. ("Genetrix") on May 1, 1996 (the
"Genetrix Acquisition"), the acquisition of Deknatel Snowden Pencer, Inc.
("DSP") on July 1, 1996 (the "DSP Acquisition"), and the acquisition (the
"Neozyme II Acquisition") of Neozyme II (collectively, the "Acquisitions"). Pro
forma condensed statements of operations have been presented for both Genzyme
and the General Division assuming that the Acquisitions occurred as of January
1, 1995, using the purchase accounting method. Pro forma balance sheets have
been presented for both Genzyme and the General Division assuming that the DSP
Acquisition and Neozyme II Acquisition occurred as of June 30, 1996. The
historical Genzyme and General Division results included in the pro forma
balance sheets reflect the effect of the Genetrix Acquisition which was
completed on May 1, 1996. Historical balance sheets have been presented for DSP
as of December 31, 1994 and 1995 and June 30, 1996 (unaudited). Historical
statements of operations for DSP have been presented for the years ended
September 30, 1994 and 1995 and for the nine-months ended June 30, 1995 and 1996
(unaudited).
In addition, historical financial statements and notes thereto of DSP
and Neozyme II are filed herewith as Exhibits 99.2 and 99.3, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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Genzyme hereby incorporates by reference into this report the following
financial statements:
(a)(1) Historical financial statements (and related notes) of Deknatel
Snowden Pencer, Inc. as of September 30, 1995 and 1994 and June
30, 1996 (unaudited) and for the years ended September 30, 1994
and 1995 and the nine months ended June 30, 1995 and 1996
(unaudited). Filed as Exhibit 99.2 hereto.
(2) Historical financial statements (and related notes) of Neozyme
II Corporation as of December 31, 1994 and 1995 and June 30,
1996 (unaudited) and for the years ended December 31, 1993, 1994
and 1995 and the six months ended June 30, 1995 and 1996
(unaudited). Filed as Exhibit 99.3 hereto.
(b) Unaudited pro forma balance sheets as of June 30, 1996 and
statements of operations (and related notes) for the year ended
December 31, 1995 and for the six months ended June 30, 1996 for
Genzyme Corporation and Genzyme General Division, giving effect
to the acquisitions by Genzyme of Genetrix, Inc., Deknatel
Snowden Pencer, Inc. and Neozyme II Corporation. Filed as
Exhibit 99.1 hereto.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2.1 Purchase Agreement dated as of September 20, 1996 by and among
Genzyme Corporation, Neozyme II Acquisition Corp. and Neozyme II
Corporation. Filed as Exhibit A to Amendment No. 2 to the Schedule 13D
filed by Genzyme Corporation on September 24, 1996, and incorporated
herein by reference.
99.1 Unaudited pro forma balance sheets as of June 30, 1996 and statements of operations (and related
notes) for the year ended December 31, 1995 and for the six-months ended June 30, 1996 for Genzyme
and the General Division, giving effect to the Acquisitions. Filed herewith.
99.2 Historical financial statements (and related notes) of DSP as of September 30, 1994 and
1995 and June 30, 1996 (unaudited) and for the years ended September 30, 1994, 1995 and
for the nine-months ended June 30, 1995 and 1996 (unaudited). Filed herewith.
99.3 Historical financial statements (and related notes) of Neozyme II Corporation
as of December 31, 1994 and 1995 and June 30, 1996 (unaudited) and for the years
ended December 31, 1993, 1994 and 1995 and the six months ended June 30, 1995
and 1996 (unaudited). Filed herewith.
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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.
Date: November 5, 1996 GENZYME CORPORATION
By:/s/ David J. McLachlan
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David J. McLachlan
Executive Vice President, Finance;
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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2.1 Purchase Agreement dated as of September 20, 1996 by
and among Genzyme Corporation, Neozyme II Acquisition
Corp. and Neozyme II Corporation. Filed as Exhibit A
to Amendment No. 2 to the Schedule 13D filed by Genzyme
Corporation on September 24, 1996 and incorporated
herein by reference.
99.1 Unaudited pro forma balance sheets as of June 30, 1996 7
and statements of operations (and related notes) for the
year ended December 31, 1995 and for the six-months ended
June 30, 1996 for Genzyme and the General Division, giving
effect to the Acquisitions. Filed herewith.
99.2 Historical financial statements (and related notes) of 23
DSP as of September 30, 1994 and 1995 and June 30, 1996
(unaudited) and for the years ended September 30, 1994,
1995 and for the nine-months ended June 30, 1995
and 1996 (unaudited). Filed herewith.
99.3 Historical financial statements (and related notes) 40
of Neozyme II Corporation as of December 31, 1994 and
1995 and June 30, 1996 (unaudited) and for the years
ended December 31, 1993, 1994 and 1995 and the six
months ended June 30, 1995 and 1996 (unaudited).
Filed herewith.