content: <PAGE>   1
       As filed with the Securities and Exchange Commission on May 24, 1996
  
                                                 REGISTRATION NO. 333-
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
  
                                ------------------
  
                                     FORM S-8
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
  
                                ------------------
  
                         GENZYME TRANSGENICS CORPORATION
              (Exact name of registrant as specified in its charter)
  
         MASSACHUSETTS                                           04-3186494
  (State or other jurisdiction                                (I.R.S. Employer 
  of incorporation)                                           Identification No.)
  
  
                ONE MOUNTAIN ROAD, FRAMINGHAM, MASSACHUSETTS 01701
                     (Address of Principal Executive Offices)
  
                                ------------------
  
                            1993 EQUITY INCENTIVE PLAN
                             (Full title of the plan)
  
                                JAMES A. GERAGHTY
                      President and Chief Executive Officer
                         Genzyme Transgenics Corporation
                                One Mountain Road
                         Framingham, Massachusetts 01701
                                  (508) 872-8400
            (Name, address and telephone number of agent for service)
  
                                 with copies to:
  
                           LYNNETTE C. FALLON, ESQUIRE
                                Palmer & Dodge LLP
                                One Beacon Street
                           Boston, Massachusetts 02108
                                  (617) 573-0220
  
                                ------------------
  <TABLE>
  
                         CALCULATION OF REGISTRATION FEE
  <CAPTION>
  
  - --------------------------------------------------------------------------------
                                          Proposed      Proposed           
  Title of each                           maximum       maximum           
    class of                              offering      aggregate      Amount of
  securities to         Amount to be      price per     offering     registration
  be registered          registered       share(1)      price(1)         fee    
  - --------------------------------------------------------------------------------
  <S>                 <C>                  <C>          <C>             <C>  
  Common Stock,      
  $0.01 par value     725,000 shares(2)    $9.75        $7,068,750      $2,437.50
  - --------------------------------------------------------------------------------
  
  <FN>
  
  (1)   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h) and based on the average of the high and low
        prices of the Registrant's Common Stock on May 17, 1996 as reported by the
        Nasdaq National Market System.
  (2)   This Registration Statement registers an additional 725,000 shares 
        issuable under the Registrant's 1993 Equity Incentive Plan (the "Plan"). 
        An aggregate of 1,290,000 shares have previously been registered under the
        Plan (Registration No. 33-69516 covering 350,000 shares, Registration No.
        33-84706 covering an additional 235,360 shares, Registration No.
        33-88030 covering an additional 432,340 shares and Registration No. 
        33-92998 covering an additional 272,300 shares).
  
  </TABLE>
  
  ================================================================================
  
                           Exhibit Index Appears on Page 6
                            Page 1 of 10 Sequential Pages
  
  
  
  
  
  <PAGE>   2
  
  
  
  
           STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE
                              REGISTRATION STATEMENT.
  
  
        Pursuant to Instruction E to Form S-8, the contents of the Registrant's
  Registration Statement on Form S-8 filed with the Securities and Exchange
  Commission (the "Commission") on September 28, 1993 (File No. 33-69516) relating
  to the registration of 350,000 shares of the Registrant's Common Stock, $0.01
  par value per share (the "Common Stock"), authorized for issuance under the
  Registrant's 1993 Equity Incentive Plan (the "Plan"), are incorporated by
  reference in their entirety in this Registration Statement, except as to the
  items set forth below. This Registration Statement provides for the registration
  of an additional 725,000 shares of the Registrant's Common Stock to be issued
  under the Plan.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      - 2 -
  
  
  <PAGE>   3
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Commission (File No. 0-21794) are
  incorporated herein by reference:
  
              (a) The Registrant's Annual Report on Form 10-K for the year ended
  December 31, 1995
  
              (b) All other reports of the Registrant filed pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the end of the fiscal year covered by the annual report referred to
  in (a) above.
  
              (c) The description of the Registrant's Common Stock contained in
  its Registration Statement on Form 8-A (File No. 0-21794) filed on May 19, 1993,
  including any amendment or report filed for the purpose of updating such
  description.
  
       All documents filed after the date of this Registration Statement by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
  and prior to the filing of a post-effective amendment which indicates that all
  shares of Common Stock offered hereunder have been sold or which deregisters all
  shares of Common Stock remaining unsold shall be deemed to be incorporated by
  reference herein and to be a part hereof from the date of the filing of such
  reports and documents.
  
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the Common Stock offered hereby will be passed upon for the
  Company by Palmer & Dodge LLP, Boston, Massachusetts. Peter Wirth and Lynnette
  C. Fallon, the Clerk and Assistant Clerk, respectively, of the Company, are
  partners of Palmer & Dodge LLP.
  
  
  ITEM 8.  EXHIBITS.
  
       See Exhibit Index on page 6.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        - 3 -
  <PAGE>   4
  
  
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Framingham, Commonwealth of Massachusetts, on this
  15th day of May, 1996.
  
  
  
  
  
  
                                      GENZYME TRANSGENICS CORPORATION
                                      (Registrant)
  
  
  
                                      By:  /s/ James A. Geraghty
                                         ---------------------------------------- 
                                           James A. Geraghty,
                                           President and Chief Executive Officer
  
  
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Genzyme Transgenics
  Corporation, hereby severally constitute and appoint James A. Geraghty, John 
  B. Green, Mark A. Hofer, Peter Wirth and Lynnette C. Fallon, and each of them
  singly, our true and lawful attorneys-in-fact, with full power to them in any
  and all capacities, to sign any amendments to this Registration Statement on
  Form S-8 (including any post-effective amendments thereto), and to file the
  same, with exhibits thereto and other documents in connection therewith, with
  the Securities and Exchange Commission, hereby ratifying and confirming all that
  each of said attorneys-in-fact may do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on this 15th day of May, 1996:
  
  
  
  Signature                            Capacity
  - ---------                            --------
  
  
  
  /s/ James A. Geraghty                President, Chief Executive Officer
  - --------------------------------     (Principal Executive Officer) and Director
  James A. Geraghty      
  
               
  
  /s/ John B. Green                    Vice President and Chief Financial Officer
  - --------------------------------     (Principal Financial Officer and Principal
  John B. Green                        Accounting Officer)           
  
                                           
  
  /s/ Henri A. Termeer                 Chairman of the Board and Director
  - --------------------------------
  Henri A. Termeer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        - 4 -
  
  
  
  <PAGE>   5
  
  
  
  
  
  /s/ Robert W. Baldridge              Vice Chairman of the Board and Director
  - --------------------------------
  Robert W. Baldridge
  
  
  
  /s/ Henry E. Blair                   Director
  - --------------------------------
  Henry E. Blair
  
  
  
  /s/ Alan E. Smith                    Director
  - --------------------------------
  Alan E. Smith
  
  
  
  /s/ Alan W. Tuck                     Director
  - --------------------------------
  Alan W. Tuck
  
  
  
  /s/ Francis J. Bullock               Director
  - --------------------------------
  Francis J. Bullock
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        - 5 -
  
  
  <PAGE>   6
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  EXHIBIT                                                                   PAGE
  NUMBER         DESCRIPTION                                               NUMBER
  - ------         -----------                                               ------
  
  4.1            Restated Articles of Organization of Genzyme
                 Transgenics Corporation, as amended.  Filed as Exhibit
                 3.1 to the Registrant's Annual Report on Form 10-K for
                 the fiscal year ended December 31, 1993 (Commission
                 File No. 0-21794) and incorporated herein by
                 reference.                                                   *
  
  4.2            By-laws of Genzyme Transgenics Corporation (as
                 amended through June 25, 1993).  Filed as Exhibit 3.2
                 to the Registrant's Registration Statement on Form S-1
                 (File No. 33-62782) and incorporated herein by
                 reference.                                                   *
  
  5              Opinion of Palmer & Dodge LLP as to the legality of the
                 securities registered hereunder.                             7
  
  23.1           Consent of Coopers & Lybrand LLP, independent
                 accountants.                                                 9
  
  23.2           Consent of Palmer & Dodge LLP (contained in Opinion of
                 Palmer & Dodge LLP filed as Exhibit 5).                    ---
  
  24             Power of Attorney (set forth on the Signature Page to
                 this Registration Statement)                               ---
  
  
  - ----------
  
  * Incorporated by reference
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        - 6 -
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "GENZYME TRANSGENICS CORPORATION", "secsgml_size_bytes": 11569}]
metadata_filer: {"company-data": {"conformed-name": "GENZYME TRANSGENICS CORP", "cik": "0000904973", "assigned-sic": "2834", "irs-number": "043186494", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04535", "film-number": "96572460"}, "business-address": {"street1": "25 BIRCH STREET", "city": "MILFORD", "state": "MA", "zip": "01757", "phone": "5088728400"}}
text: 1
       As filed with the Securities and Exchange Commission on May 24, 1996
  
                                                 REGISTRATION NO. 333-
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
  
                                ------------------
  
                                     FORM S-8
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
  
                                ------------------
  
                         GENZYME TRANSGENICS CORPORATION
              (Exact name of registrant as specified in its charter)
  
         MASSACHUSETTS                                           04-3186494
  (State or other jurisdiction                                (I.R.S. Employer 
  of incorporation)                                           Identification No.)
  
                ONE MOUNTAIN ROAD, FRAMINGHAM, MASSACHUSETTS 01701
                     (Address of Principal Executive Offices)
  
                                ------------------
  
                            1993 EQUITY INCENTIVE PLAN
                             (Full title of the plan)
  
                                JAMES A. GERAGHTY
                      President and Chief Executive Officer
                         Genzyme Transgenics Corporation
                                One Mountain Road
                         Framingham, Massachusetts 01701
                                  (508) 872-8400
            (Name, address and telephone number of agent for service)
  
                                 with copies to:
  
                           LYNNETTE C. FALLON, ESQUIRE
                                Palmer & Dodge LLP
                                One Beacon Street
                           Boston, Massachusetts 02108
                                  (617) 573-0220
  
                                ------------------
  
                         CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------
                                          Proposed      Proposed           
  Title of each                           maximum       maximum           
    class of                              offering      aggregate      Amount of
  securities to         Amount to be      price per     offering     registration
  be registered          registered       share(1)      price(1)         fee    
  - --------------------------------------------------------------------------------
  Common Stock,      
  $0.01 par value     725,000 shares(2)    $9.75        $7,068,750      $2,437.50
  - --------------------------------------------------------------------------------
  (1)   Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h) and based on the average of the high and low
        prices of the Registrant's Common Stock on May 17, 1996 as reported by the
        Nasdaq National Market System.
  (2)   This Registration Statement registers an additional 725,000 shares 
        issuable under the Registrant's 1993 Equity Incentive Plan (the "Plan"). 
        An aggregate of 1,290,000 shares have previously been registered under the
        Plan (Registration No. 33-69516 covering 350,000 shares, Registration No.
        33-84706 covering an additional 235,360 shares, Registration No.
        33-88030 covering an additional 432,340 shares and Registration No. 
        33-92998 covering an additional 272,300 shares).
  ================================================================================
  
                           Exhibit Index Appears on Page 6
                            Page 1 of 10 Sequential Pages
  2
  
           STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE
                              REGISTRATION STATEMENT.
  
        Pursuant to Instruction E to Form S-8, the contents of the Registrant's
  Registration Statement on Form S-8 filed with the Securities and Exchange
  Commission (the "Commission") on September 28, 1993 (File No. 33-69516) relating
  to the registration of 350,000 shares of the Registrant's Common Stock, $0.01
  par value per share (the "Common Stock"), authorized for issuance under the
  Registrant's 1993 Equity Incentive Plan (the "Plan"), are incorporated by
  reference in their entirety in this Registration Statement, except as to the
  items set forth below. This Registration Statement provides for the registration
  of an additional 725,000 shares of the Registrant's Common Stock to be issued
  under the Plan.
  
                                      - 2 -
  3
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Commission (File No. 0-21794) are
  incorporated herein by reference:
  
              (a) The Registrant's Annual Report on Form 10-K for the year ended
  December 31, 1995
  
              (b) All other reports of the Registrant filed pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the end of the fiscal year covered by the annual report referred to
  in (a) above.
  
              (c) The description of the Registrant's Common Stock contained in
  its Registration Statement on Form 8-A (File No. 0-21794) filed on May 19, 1993,
  including any amendment or report filed for the purpose of updating such
  description.
  
       All documents filed after the date of this Registration Statement by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
  and prior to the filing of a post-effective amendment which indicates that all
  shares of Common Stock offered hereunder have been sold or which deregisters all
  shares of Common Stock remaining unsold shall be deemed to be incorporated by
  reference herein and to be a part hereof from the date of the filing of such
  reports and documents.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the Common Stock offered hereby will be passed upon for the
  Company by Palmer & Dodge LLP, Boston, Massachusetts. Peter Wirth and Lynnette
  C. Fallon, the Clerk and Assistant Clerk, respectively, of the Company, are
  partners of Palmer & Dodge LLP.
  
  ITEM 8.  EXHIBITS.
  
       See Exhibit Index on page 6.
  
                                        - 3 -
  4
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Framingham, Commonwealth of Massachusetts, on this
  15th day of May, 1996.
  
                                      GENZYME TRANSGENICS CORPORATION
                                      (Registrant)
  
                                      By:  /s/ James A. Geraghty
                                         ---------------------------------------- 
                                           James A. Geraghty,
                                           President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Genzyme Transgenics
  Corporation, hereby severally constitute and appoint James A. Geraghty, John 
  B. Green, Mark A. Hofer, Peter Wirth and Lynnette C. Fallon, and each of them
  singly, our true and lawful attorneys-in-fact, with full power to them in any
  and all capacities, to sign any amendments to this Registration Statement on
  Form S-8 (including any post-effective amendments thereto), and to file the
  same, with exhibits thereto and other documents in connection therewith, with
  the Securities and Exchange Commission, hereby ratifying and confirming all that
  each of said attorneys-in-fact may do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on this 15th day of May, 1996:
  
  Signature                            Capacity
  - ---------                            --------
  
  /s/ James A. Geraghty                President, Chief Executive Officer
  - --------------------------------     (Principal Executive Officer) and Director
  James A. Geraghty      
  
               
  
  /s/ John B. Green                    Vice President and Chief Financial Officer
  - --------------------------------     (Principal Financial Officer and Principal
  John B. Green                        Accounting Officer)           
  
                                           
  
  /s/ Henri A. Termeer                 Chairman of the Board and Director
  - --------------------------------
  Henri A. Termeer
  
                                        - 4 -
  5
  
  /s/ Robert W. Baldridge              Vice Chairman of the Board and Director
  - --------------------------------
  Robert W. Baldridge
  
  /s/ Henry E. Blair                   Director
  - --------------------------------
  Henry E. Blair
  
  /s/ Alan E. Smith                    Director
  - --------------------------------
  Alan E. Smith
  
  /s/ Alan W. Tuck                     Director
  - --------------------------------
  Alan W. Tuck
  
  /s/ Francis J. Bullock               Director
  - --------------------------------
  Francis J. Bullock
  
                                        - 5 -
  6
  
                                    EXHIBIT INDEX
                                    -------------
  
  EXHIBIT                                                                   PAGE
  NUMBER         DESCRIPTION                                               NUMBER
  - ------         -----------                                               ------
  
  4.1            Restated Articles of Organization of Genzyme
                 Transgenics Corporation, as amended.  Filed as Exhibit
                 3.1 to the Registrant's Annual Report on Form 10-K for
                 the fiscal year ended December 31, 1993 (Commission
                 File No. 0-21794) and incorporated herein by
                 reference.                                                   *
  
  4.2            By-laws of Genzyme Transgenics Corporation (as
                 amended through June 25, 1993).  Filed as Exhibit 3.2
                 to the Registrant's Registration Statement on Form S-1
                 (File No. 33-62782) and incorporated herein by
                 reference.                                                   *
  
  5              Opinion of Palmer & Dodge LLP as to the legality of the
                 securities registered hereunder.                             7
  
  23.1           Consent of Coopers & Lybrand LLP, independent
                 accountants.                                                 9
  
  23.2           Consent of Palmer & Dodge LLP (contained in Opinion of
                 Palmer & Dodge LLP filed as Exhibit 5).                    ---
  
  24             Power of Attorney (set forth on the Signature Page to
                 this Registration Statement)                               ---
  
  - ----------
  
  * Incorporated by reference
  
                                        - 6 -