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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 6, 1999
Date of Report
(Date of earliest event reported)
HUMAN GENOME SCIENCES, INC.
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(Exact Name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>
DELAWARE 0-022962 22-3178468
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<S> <C> <C>
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
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9410 KEY WEST AVENUE, ROCKVILLE, MARYLAND 20850-3338
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(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (301) 309-8504
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On December 6, 1999, Human Genome Sciences, Inc. (the "Company")
announced that it proposes to make a private offering of $150 million principal
amount of Convertible Subordinated Notes due 2006 (the "New Notes"). The New
Notes have not been registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and unless so registered, may not be offered
or sold in the United States, except pursuant to an applicable exemption from
the registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.
In addition, the Company announced that it will file an exchange
offer under which holders of its existing 5-1/2% Convertible Subordinated Notes
due 2006 (the "Old Notes") will receive an additional $180 per $1,000 principal
amount of Old Notes, payable in shares of the Company's common stock, par value
$0.01 per share (the "Common Stock"), plus a cash payment for accrued interest,
as an inducement to convert the Old Notes into Common Stock during the period of
the exchange offer. This stock is in addition to the 19.1571 shares of common
stock issuable to holders of the Old Notes for each $1,000 principal amount of
Old Notes converted. The Old Notes were issued in June and July 1999 and are
convertible into Common Stock at a price equal to $52.20 per share.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99 Press Release
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SIGNATURES
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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.
HUMAN GENOME SCIENCES, INC.
Date: December 6, 1999 By: /s/ Steven C. Mayer
--------------------------------
Steven C. Mayer
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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99 Press Release
<PAGE> 1
[HUMAN GENOME SCIENCES, INC. LOGO W/ LETTERHEAD]
EXHIBIT 99
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
Steven C. Mayer
Senior Vice President and Chief Financial Officer
and
Kate de Santis
Director, Corporate Communications and Investor Relations
Human Genome Sciences
301/309-8504
HUMAN GENOME SCIENCES ANNOUNCES
PROPOSED $150 MILLION CONVERTIBLE SUBORDINATED DEBT OFFERING
AND
EXCHANGE OFFER FOR EXISTING CONVERTIBLE SUBORDINATED DEBT
ROCKVILLE, MARYLAND, December 6, 1999 -- Human Genome Sciences, Inc.
(Nasdaq: HGSI) announced today that it proposes to make a private offering of
$150 million principal amount of Convertible Subordinated Notes due 2006
The Company also announced that it will file an exchange offer under which
holders of its existing 5-1/2 percent Convertible Subordinated Notes due 2006
will receive an additional $180 per $1000 principal amount of Notes payable in
HGS Common Stock, to convert their Notes into Common Stock during the period of
the exchange offer. This stock in addition to the 19.1571 shares issuable to
holders of the Notes for each $1,000 principal amount of Notes converted. The
existing Notes were issued in June and July of 1999 and are convertible into
HGS Common Stock at a price equal to $52.20 per share.
The new Notes will be convertible into Common Stock, at the option of
the holder, at a price to be determined. The Company expects to complete this
new Note offering in December 1999.
-- more --
<PAGE> 2
HUMAN GENOME SCIENCES ANNOUNCES
PROPOSED $150 MILLION CONVERTIBLE SUBORDINATED DEBT OFFERING AND
EXCHANGE OFFER FOR EXISTING CONVERTIBLE SUBORDINATED DEBT
page 2
The Company expects that the proceeds from the offering will be used
for: the continued expansion and initiation of pre-clinical programs now
underway including the expansion of antibody programs previously announced with
Abgenix, Inc. and Cambridge Antibody Technology Group (plc); expansion of
clinical trials programs now underway for two novel proteins, Keratinocyte
Growth Factor-2 (KGF-2) and Myeloid Progenitor Inhibitory Factor-1 (MPIF-1);
initiation of pre-clinical and clinical trial programs to evaluate additional
protein-, gene- and antibody-based drugs; expansion of HGS' Functional Genomics
program; enhancement of ongoing research and development efforts; the pursuit of
patent coverage for genes and proteins including HGS' currently filed patent
applications that describe more than 7,400 newly discovered human genes; to
operate and expand the new process development and manufacturing facility; and,
general corporate purposes.
The new Notes have not been registered under the Securities Act of
1933, as amended, or applicable state securities laws, and unless so registered,
may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the Securities Act of
1933, as amended, and applicable state securities laws.
Human Genome Sciences has agreed to file a registration statement for
the resale of the new Notes and the shares of Common Stock issuable upon
conversion of the new Notes within 60 days after the closing date.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes. This press release is being issued
pursuant to and in accordance with Rule 135 under the Securities Act of 1933, as
amended.
Human Genome Sciences is a company with the mission to develop products
to predict, prevent, detect, treat and cure disease based on its leadership in
the discovery and understanding of human and microbial genes.
HGS and Human Genome Sciences are registered trademarks of Human Genome
Sciences, Inc.
Any statements released by Human Genome Sciences, Inc. that are forward
looking are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Editors and investors are cautioned
that forward looking statements involve risks and uncertainties which may affect
the company's business prospects and performance. These include economic,
competitive, governmental, technological and other factors discussed in the
company's filings with the Securities and Exchange Commission on forms 10-K,
10-Q and 8-K.
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