1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Commission File Number: 0-14680 GENZYME CORPORATION (Exact name of registrant as specified in its charter) ONE KENDALL SQUARE CAMBRIDGE, MASSACHUSETTS 02139 (617) 252-7500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) WARRANTS (DATED NOVEMBER 3 AND 10, 1989) TO PURCHASE TWO SHARES OF GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE, AND .135 SHARE OF TISSUE REPAIR DIVISION COMMON STOCK, $0.01 PAR VALUE SERIES N WARRANTS (DATED MAY 5, 1992) TO PURCHASE TWO SHARES OF GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE, AND .135 SHARE OF TISSUE REPAIR COMMON STOCK, $0.01 PAR VALUE (Title of each class of securities covered by this Form) GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE TISSUE REPAIR DIVISION COMMON STOCK, $0.01 PAR VALUE GENERAL DIVISION COMMON STOCK PURCHASE RIGHTS TISSUE REPAIR DIVISION COMMON STOCK PURCHASE RIGHTS (Titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: Rule 12g-4(a)(1)(i) [x] Rule 12h-3(b)(1)(ii) [ ] Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(2)(i) [ ] Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ] Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ] Rule 12h-3(b)(1)(i) [x] Rule 15d-6 [ ] Approximate number of holders of record of each security as of the certification or notice date: 0 2 Pursuant to the requirements of the Securities Exchange Act of 1934 GENZYME CORPORATION has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. Date: January 17, 1997 GENZYME CORPORATION By: /s/ Peter Wirth -------------------------------------- Peter Wirth Executive Vice President and Chief Legal Counsel