SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HUMAN GENOME SCIENCES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 22-3178468
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(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)
9410 Key West Avenue, Rockville, Maryland 20850-3338
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered on which registered
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Rights to Purchase Junior Participating The Nasdaq Stock Market, Inc.
Preferred Stock
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange
to be so registered on which registered
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered:
The Board of Directors of Human Genome Sciences, Inc. (the "Company") has
authorized a distribution of one preferred share purchase right (a "Right") for
each outstanding share of common stock, par value $.01 per share (the "Common
Shares"), of the Company. The dividend is payable on June 26, 1998 to
stockholders of record on May 27, 1998 (the "Record Date"). The terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent"), dated as of May 20, 1998, as amended from time to time.
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Junior Participating Preferred Stock, par value
$.01 per share, of the Company (the "Preferred Shares") at a price of $250.00
per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment.
Until the earlier to occur of (i) 10 days following a public announcement
that an "Acquiring Person" acquired, or obtained the right to acquire,
beneficial ownership of 15% (20% in the case of the Bass Investors (as defined
below)) or more of the outstanding Common Shares or (ii) 10 business days (or
such later date as may be determined by the Board of Directors prior to such
time as any person becomes an Acquiring Person) following the commencement or
announcement of an intention to make a tender offer or exchange offer the
consummation of which would result in the "Acquiring Person" becoming the
beneficial owner of 15% (20% in the case of the Bass Investors) or more of such
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate. Acquiring Person is defined as any person or group of
affiliated or associated persons, other than employee benefit plans of the
Company and its subsidiaries, who has acquired beneficial ownership of 15% (20%
in the case of the Bass Investors) or more of the outstanding Common Shares. The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of the
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a summary
description of the Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights. The Bass Investors consist of Sid R. Bass and certain stockholders
affiliated with him.
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The Rights are not exercisable until the Distribution Date. The Rights will
expire on May 20, 2008, unless earlier redeemed or exchanged by the Company as
described below.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for Common Shares or convertible securities at less than
the current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends out of earnings or retained earnings or
dividends payable in Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares (other than fractions that
are integral multiples of one one-thousandth of a Preferred Share) will be
issued and in lieu thereof, a payment in cash will be made based on the current
market value of the Preferred Shares.
In the event that the Company were acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power were sold, proper provision will be made so that each holder of a Right
shall thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction would have a
market value of two times the exercise price of the Right. In the event that the
Company were the surviving corporation in a merger and the Common Shares were
not changed or exchanged, or in the event that any person becomes the beneficial
owner of 15% (20% in the case of the Bass Investors) or more of the Company's
Common Shares and hence an Acquiring Person (a "Flip-In Event"), proper
provision will be made so that each holder of a Right, other than Rights that
are or were beneficially owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the Right
(or Preferred Shares if so elected by the Board of Directors).
At any time prior to the close of business on the date a person becomes an
Acquiring Person, the Company, by a vote of the Board of Directors, may redeem
the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"). The right of redemption also may be reinstated under
certain circumstances described in the Rights Agreement, including if a term,
provision, covenant or restriction of the Rights Agreement is held by a court or
other authority to be invalid, void or unenforceable. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
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At any time after any person becomes an Acquiring Person, the Board of
Directors of the Company may, at its option, exchange all or part of the then
outstanding and exercisable Rights (excluding Rights of an Acquiring Person that
have become void) for Common Shares at an exchange ratio of one Common Share per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof. Notwithstanding the
foregoing, the Board of Directors shall not be empowered to effect such exchange
at any time after any Acquiring Person, together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of 50% or more of the
Common Shares then outstanding. In lieu of Common Shares, the Board of Directors
may elect to substitute Preferred Shares for any such exchange.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Other than an amendment to those provisions relating to certain economic
terms of the Rights, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the Distribution Date,
including, without limitation, any amendment deemed to be necessary or
appropriate in light of any judicial or other legal developments, whether or not
binding precedent in respect of the Rights Agreement. After the Distribution
Date, the provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not adversely affect the
interest of holders of Rights (excluding the interests of any Acquiring Person),
or to shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable and no amendment may be
made after the Distribution Date which shortens the final expiration date of the
Rights Agreement. Without limiting any of the foregoing, at any time prior to a
Person (other than certain employee benefit plans of the Company) becoming an
Acquiring Person, the Board may amend the Rights Agreement to lower the
threshold for exercisability of the Rights (and the determination of the
existence of an Acquiring Person) from 15% (20% in the case of the Bass
Investors) to any percentage greater than the greater of (i) the largest
percentage of outstanding Common Shares then known to the Company to be
beneficially owned by any Person or group of affiliated or associated persons
(subject to certain exceptions as set forth in the Rights Agreement) and (ii)
10%.
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A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to the Company's Current Report on Form 8-K
dated May 28, 1998. A copy of the Rights Agreement is available free of charge
from the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
as amended from time to time, which is hereby incorporated herein by reference.
Item 2. Exhibits.
4. Rights Agreement between the Company and American Stock
Transfer & Trust Company, as Rights Agent, dated as of
May 20, 1998, which includes as Exhibit A the Form of Right
Certificate. Pursuant to the Rights Agreement, Right
Certificates will not be mailed until as soon as practicable
after the earlier of the tenth day following announcement
that a person or group has acquired beneficial ownership of
15% (20% in the case of the Bass Investors) or more of the
Common Shares or the tenth business day after a person
commences or announces its intention to commence an offer
the consummation of which would result in a person
beneficially owning 15% (20% in the case of the Bass
Investors) or more of the Common Shares.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
HUMAN GENOME SCIENCES, INC.
By: /s/ Steven C. Mayer
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Date: May 28, 1998
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EXHIBIT INDEX
Exhibit Description
4.** Rights Agreement between the Company and American Stock
Transfer & Trust Company, as Rights Agent, dated as of May
20, 1998, which includes as Exhibit A the Form of Right
Certificate. Pursuant to the Rights Agreement, Right
Certificates will not be mailed until as soon as practicable
after the earlier of the tenth day following announcement
that a person or group has acquired beneficial ownership of
15% (20% in the case of the Bass Investors) or more of the
Common Shares or the tenth business day after a person
commences or announces its intention to commence an offer
the consummation of which would result in a person
beneficially owning 15% (20% in the case of the Bass
Investors) or more of the Common Shares.
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** Incorporated by reference to the Company's Current Report
on Form 8-K dated May 28, 1998.
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