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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
HUMAN GENOME SCIENCES, INC.
(Name of Registrant as Specified in Its Charter)
HUMAN GENOME SCIENCES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing of which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
-1-
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SUPPLEMENT
DATED MAY 8, 1996 TO
PROXY STATEMENT
OF
HUMAN GENOME SCIENCES, INC.
Subsequent to the date as of which information as to beneficial
ownership of Common Stock is given in the Proxy Statement of Human Genome
Sciences, Inc. (the "Company"), HealthCare Ventures III, L.P. ("HCV III") and
HealthCare Ventures IV, L.P. ("HCV IV") have sold Common Stock of the Company in
a private sale and distributed most of the remaining shares of Common Stock held
by them to the general and limited partners of HCV III and HCV IV. As a result,
the number of shares of Common Stock beneficially owned by HCV III, HCV IV,
directors of the Company who are general partners of the general partner of HCV
III and HCV IV, and U.S. Trust, and Joshua Ruch, a director of the Company who
are distributees of HCV III and HCV IV at the date hereof is as follows:
Number of
Name and Address Shares Owned Percent Owned
- ---------------- ------------ -------------
HealthCare Ventures III, L.P. 234,493(1) 1.3%
Twin Towers at Metro Park
379 Thornall Street
Edison, NJ 08837
HealthCare Ventures IV, L.P. 68,740(2) *
Twin Towers at Metro Park
379 Thornall Street
Edison, NJ 08837
James H. Cavanaugh, Ph.D. 386,258(3) 2.1%
Twin Towers at Metro Park
379 Thornall Street
Edison, NJ 08837
William Crouse 333,462(3) 1.8%
Twin Towers at Metro Park
379 Thornall Street
Edison, NJ 08837
U.S. Trust 1,012,005(4) 5.4%
c/o Rho Management Inc.
767 Fifth Avenue
New York, NY 10153
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Joshua Ruch 1,220,349(5) 6.5%
C/O Rho Management Co., Inc.
767 Fifth Avenue
New York, NY 10153
* Percentage is less than 1% of the total number of outstanding shares of the
Company.
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1 Includes 155,845 shares of Common Stock owned of record by HCV III and 39,324
shares of Common Stock issuable upon exercise of warrants owned by HCV III
that are currently exercisable. Messrs. Cavanaugh, Werner, Crouse, and
Littlechild are general partners of HealthCare Partners III, L.P. ("HCP
III"). HCP III, the general partner of HCV III, has the power to vote and to
dispose or direct the disposition of shares owned by HCV III. Does not
include 113,254 shares of Common Stock owned by the general partners of HCP
III.
2 Includes 45,646 shares of Common Stock owned of record by HCV IV and 11,547
shares of Common Stock issuable upon exercise of warrants owned by HCV IV
that are currently exercisable. Messrs. Cavanaugh, Werner, Crouse, and
Littlechild are general partners of HealthCare partners IV, L.P. ("HCP IV").
HCV IV, the general partner of HCV IV, has the power to vote and to dispose
or direct the disposition of shares owned by HCV IV. Does not include 113,254
shares of Common Stock owned by the general partners of HCP IV.
3 Includes 201,491 shares of Common Stock owned by HCV III and HCV IV and
50,871 shares of Common Stock issuable upon exercise of warrant owned by HCV
III and HCV IV that are currently exercisable. Messrs. Cavanaugh and Crouse
are general partners of HCP III and HCP IV, the general partners of HCV III
and HCV IV, respectively. See also footnotes 1 and 2 above.
4 Includes 6,005 shares of Common Stock issuable upon exercise of warrants
owned by U.S. Trust that are currently exercisable. Joshua Ruch, a director
of the Company, and Jan Philipp F. Reemtsma are deemed to be the beneficial
owners of the shares held by U.S. Trust. See also footnote 5.
5 Mr. Ruch has investment authority over Mr. Reemtsma's shares of Common Stock
through his position with Rho Management Company, Inc. and may be deemed to
share voting and dispositive power over the 1,006,000 shares of Common Stock
owned by U.S. Trust and the 6,005 shares of Common Stock issuable upon
exercise of warrants beneficially owned by Mr. Reemtsma through U.S. Trust.
Also includes 910 shares of Common Stock issuable upon exercise of warrants,
20,000 shares of Common Stock held in the name of the Rho Management Co.
Inc., Savings Plan, and 600 shares of Common Stock held for the account of
family members of Mr. Ruch. See also footnote 4.
