<PAGE> 1
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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] 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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for 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:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
HUMAN GENOME SCIENCES, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 16, 1999
To the Stockholders of Human Genome Sciences, Inc.:
NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the
"Special Meeting") of Human Genome Sciences, Inc., a Delaware corporation (the
"Company"), will be held at the Marriott Hotels & Resorts, Washingtonian Center,
9751 Washingtonian Boulevard, Gaithersburg, Maryland 20878, on Thursday,
December 16, 1999, at 9:00 a.m., local time, for the following purposes:
1. To consider and vote upon a proposed amendment to the Company's
Restated Certificate of Incorporation (Fifth) to increase the
Company's authorized common stock from 50,000,000 shares to
250,000,000 shares and to increase the Company's authorized preferred
stock from 1,000,000 shares to 20,000,000 shares.
2. To act upon any other matter which may properly come before the
Special Meeting or any adjournment thereof.
The Board of Directors of the Company has fixed the close of business on
November 9, 1999 as the record date for determining stockholders of the Company
entitled to notice of and to vote at the Special Meeting. A list of the
stockholders as of the record date will be available for inspection by
stockholders at the Company's corporate headquarters during business hours for a
period of ten days prior to the Special Meeting.
Your attention is directed to the attached Proxy Statement.
By Order of the Board of Directors,
James H. Davis, Secretary
Rockville, Maryland
November 12, 1999
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND
THE MEETING YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
<PAGE> 3
HUMAN GENOME SCIENCES, INC.
9410 KEY WEST AVENUE
ROCKVILLE, MARYLAND 20850-3338
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
This Proxy Statement is being furnished to stockholders of Human Genome
Sciences, Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at the Special Meeting
of Stockholders (the "Special Meeting"), to be held at the Marriott Hotels &
Resorts, Washingtonian Center, 9751 Washingtonian Boulevard, Gaithersburg,
Maryland 20878, on Thursday, December 16, 1999, at 9:00 a.m., local time, and at
any adjournments thereof.
SOLICITATION
The solicitation is being made primarily by the use of the mails, but
directors, officers, and employees also may engage in the solicitation of
proxies by telephone. The cost of soliciting proxies will be borne by the
Company, and no compensation will be paid by the Company in connection with the
solicitation of proxies, except that the Company may reimburse the brokers,
custodians, nominees, and other record holders for their reasonable
out-of-pocket expenses in forwarding proxy materials to the beneficial owners.
This Proxy Statement and the accompanying form of proxy are being sent to
stockholders on or about November 12, 1999.
REVOCATION OF PROXIES
A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Special Meeting and voting in person. However, if you are a stockholder whose
shares are not registered in your own name, you will need additional
documentation from your record holder to vote personally at the Special Meeting.
QUORUM AND VOTING REQUIREMENTS
The close of business on November 9, 1999 has been fixed by the Board of
Directors of the Company as the record date (the "Record Date") for determining
the stockholders of the Company entitled to notice of and to vote at the Special
Meeting. On the Record Date, there were 23,196,710 shares of the Company's
common stock, $0.01 par value per share (the "Common Stock"), issued and
outstanding and no shares of the Company's preferred stock, $0.01 par value per
share (the "Preferred Stock"), outstanding. The presence at the Special Meeting,
in person or by a proxy relating to any matter to be acted upon at the Special
Meeting, of a majority of the outstanding shares is necessary to constitute a
quorum for the Special Meeting. Each outstanding share is entitled to one vote
on all matters. For purposes of the quorum and the discussion below regarding
the vote necessary to take stockholder action, stockholders of record who are
present at the meeting in person or by proxy and who abstain, including brokers
holding customers' shares of record who cause abstentions to be recorded at the
Special Meeting, are considered stockholders who are present and entitled to
vote and they count toward the quorum. In the event that there are not
sufficient votes for a quorum or to approve any proposal at the Special Meeting,
the Special Meeting may be adjourned in order to permit the further solicitation
of proxies.
Brokers holding shares of record for customers generally are not entitled
to vote on certain matters unless they receive voting instructions from their
customers. Brokers generally are not entitled to vote matters like the proposal
to Amend the Company's Restated Certificate of Incorporation (Fifth). "Broker
non-votes" means the votes that could have been cast on the matter in question
if the brokers had received their
<PAGE> 4
customers' instructions, and as to which the broker has notified the Company on
a proxy form in accordance with industry practice or has otherwise advised the
Company that it lacks voting authority.
All outstanding shares of the Company's Common Stock represented by
properly executed and unrevoked proxies received in the accompanying form in
time for the Special Meeting will be voted. A stockholder may, with respect to
the proposal to Amend the Company's Restated Certificate of Incorporation
(Fifth) to increase the Company's authorized Common Stock and Preferred Stock
and each other matter specified in the notice of meeting, (i) vote "FOR" the
matter, (ii) vote "AGAINST" the matter or (iii) "ABSTAIN" from voting on the
matter. The proposal to Amend the Company's Certificate of Incorporation
requires for approval the affirmative vote of a majority of the Company's
outstanding Common Stock entitled to vote at the Special Meeting. Thus, broker
non-votes and abstentions will have the effect of a vote "AGAINST" the proposal.
PROPOSAL 1. APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION (FIFTH)
The Board of Directors has approved, and is recommending to the
stockholders for approval at the Special Meeting, an amendment to Article Three
of the Company's Restated Certificate of Incorporation (Fifth) to increase the
number of shares of Common Stock which the Company is authorized to issue from
50,000,000 to 250,000,000 and to increase the number of shares of Preferred
Stock which the Company is authorized to issue from 1,000,000 to 20,000,000
shares. The Board of Directors determined that this amendment is advisable and
should be considered at the Special Meeting to be held December 16, 1999. The
full text of the proposed amendment to the Articles of Incorporation is shown
below.
PURPOSE AND EFFECT OF THE AMENDMENT
Under the present Restated Certificate of Incorporation (Fifth), the
Company has the authority to issue 50,000,000 shares of Common Stock and
1,000,000 shares of Preferred Stock. As of November 9, 1999, 23,196,710 shares
of Common Stock were issued and outstanding and 5,773,875 shares of Common Stock
were reserved for issuance (i) upon the exercise of the Company's stock options
and (ii) upon the conversion of the Company's 5 1/2% Convertible Subordinated
Notes due 2006. As of November 9, 1999, no shares of Preferred Stock were
outstanding and 30,000 shares of Preferred Stock were reserved for issuance
pursuant to the Company's shareholders' rights plan. Accordingly, as of November
9, 1999, after taking into account the shares reserved for issuance,
approximately 21,029,415 shares of Common Stock were available for issuance and
970,000 shares of Preferred Stock were available for issuance. The proposed
amendment would provide for an additional 200,000,000 shares of Common Stock and
19,000,000 shares of Preferred Stock available for issuance.
The additional Common Stock to be authorized by adoption of the proposed
amendment would have rights identical to the currently outstanding Common Stock
of the Company. The Preferred Stock may be issued by resolution of a majority of
the Board of Directors then in office in one or more series with such
designations, rights, preferences, privileges and restrictions, including,
without limitation, dividend rights, conversion rights, voting rights, terms of
redemption and liquidation preferences, and such qualifications and limitations
as the Board of Directors may determine. No additional stockholder approval
would be required to set the terms of, or for issuance of, the Preferred Stock.
Adoption of the proposed amendment and issuance of additional shares of
Common Stock would not affect the rights of the holders of currently outstanding
Common Stock, except for effects incidental to increasing the number of shares
of Common Stock outstanding, such as dilution of the earnings per share and
voting rights of current holders of Common Stock. Issuance of shares of
Preferred Stock could affect the rights of the holders of Common Stock if the
Preferred Stock, when issued, has rights and preferences senior to the Common
Stock. The holders of Common Stock do not presently have preemptive rights to
subscribe for the additional shares of Common Stock and Preferred Stock proposed
to be authorized. The proposed amendment would not change the par value of the
Common Stock or the Preferred Stock. If the amendment is adopted, it will become
effective upon filing a Certificate of Amendment to the Company's Restated
Certificate of Incorporation (Fifth) with the Secretary of State of Delaware.
2
<PAGE> 5
The purpose of the increase in authorized shares is to provide additional
shares of Common Stock and Preferred Stock that could be issued for corporate
purposes without further stockholder approval, unless required by applicable law
or regulation. The Board of Directors believes that it is in the best interests
of the Company to have additional shares of Common Stock and Preferred Stock
authorized at this time to alleviate the delay of holding a special meeting of
stockholders to authorize additional shares of Common Stock or Preferred Stock
when the need arises. Possible purposes for additional shares of both Common
Stock and Preferred Stock include effecting acquisitions of other businesses or
properties, establishing strategic relationships with other companies and
securing additional financing for the operation of the Company through the
issuance of additional shares or other equity-based securities. Purposes for
additional shares of Common Stock also include paying stock dividends or
subdividing outstanding shares through stock splits. Although the Company has
discussed the possibility of declaring a stock dividend or stock split, and may
determine to do so in the future, the Company has no specific plans for any such
action at this time.
The Company could also use the additional shares of Common Stock and
Preferred Stock to oppose a hostile takeover attempt or delay or prevent changes
of control (whether by merger, tender offer, proxy contest or assumption of
control by a holder of a large block of the Company's securities) or changes in
or removal of management of the Company. For example, without further
stockholder approval, the Board of Directors could strategically sell shares of
Common Stock or Preferred Stock in a private transaction to purchasers who would
oppose a takeover or favor the current Board of Directors. Although the Board of
Directors is motivated by business and financial considerations in proposing
this amendment, and not by the threat of any attempt to accumulate shares or
otherwise gain control of the Company (and the Board of Directors is not
currently aware of any such attempts), stockholders nevertheless should be aware
that approval of the amendment could facilitate efforts by the Company to deter
or prevent changes of control of the Company in the future, including
transactions in which the stockholders might otherwise receive a premium for
their shares over then-current market prices or benefit in some other manner.
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION (FIFTH)
If this proposal is approved, Article III(a) of the Company's Restated
Certificate of Incorporation (Fifth) will be amended to state as follows:
"(A) AUTHORIZATION. THE TOTAL NUMBER OF SHARES OF ALL CLASSES OF STOCK WHICH
THE CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS 270,000,000 SHARES,
CONSISTING OF 20,000,000 SHARES OF PREFERRED STOCK, PAR VALUE $.01 PER SHARE
(THE "PREFERRED STOCK"), AND 250,000,000 SHARES OF COMMON STOCK, PAR VALUE
$.01 PER SHARE (THE "COMMON STOCK")."
and Article III(c)(1) of the Company's Restated Certificate of
Incorporation (Fifth) will be amended to state as follows:
"(1) DESIGNATION AND AMOUNT. THE DESIGNATION OF THIS CLASS OF CAPITAL STOCK
SHALL BE COMMON STOCK, PAR VALUE $.01 PER SHARE ("COMMON STOCK"). THE NUMBER
OF SHARES, POWERS, TERMS, CONDITIONS, DESIGNATIONS, PREFERENCES AND
PRIVILEGES, RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS, AND
QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS, SHALL BE AS SET FORTH IN THIS
ARTICLE III(c). THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK IS
250,000,000. THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK MAY BE
INCREASED OR DECREASED (BUT NOT BELOW THE NUMBER OF SHARES THEREOF THEN
OUTSTANDING) BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF THE MAJORITY OF THE
STOCK OF THE CORPORATION ENTITLED TO VOTE, IRRESPECTIVE OF THE PROVISIONS OF
SECTION 242(b)(2) OF THE DELAWARE GENERAL CORPORATION LAW."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT TO THE
COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION (FIFTH)
3
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the ownership of
Common Stock of the Company as of October 15, 1999, unless otherwise indicated,
by (i) all stockholders known by the Company to beneficially own more than five
percent of the outstanding Common Stock, (ii) each of the directors, (iii) each
executive officer of the Company, and (iv) all directors and executive officers
of the Company as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER(1) NUMBER OF SHARES OWNED PERCENT OWNED
--------------------------------------- ---------------------- -------------
<S> <C> <C>
Sid R. Bass and Lee M. Bass Group........................ 3,495,865(2) 15.1%
201 Main Street
Fort Worth, Texas 76201-3131
FMR Corp................................................. 2,326,207(3) 10.1%
82 Devonshire Street
Boston, MA 02109-3614
Equitable Companies...................................... 1,395,630(4) 6.0%
Alliance Capital Management L.P.
1290 Avenue of the Americas
New York, New York 10104
J.P. Morgan & Co., Inc................................... 1,399,214(5) 6.0%
60 Wall Street
New York, New York 10260
Wellington Management Company, LLP....................... 2,680,070(6) 11.6%
75 State Street, 19th Floor
Boston, MA 02109
DIRECTORS AND EXECUTIVE OFFICERS
William A. Haseltine, Ph.D............................... 1,282,887(7) 5.5%
c/o Human Genome Sciences, Inc.
9410 Key West Avenue
Rockville, Maryland 20850
Susan Bateson-McKay...................................... 20,300(8) *
c/o Human Genome Sciences
9410 Key West Avenue
Rockville, Maryland 20850
James H. Davis, Ph.D., J.D............................... 80,638(9) *
c/o Human Genome Sciences, Inc.
9410 Key West Avenue
Rockville, Maryland 20850
Jurgen Drews, M.D........................................ 4,000(10) *
Firnhaberstrasse 14
D-82340 Feldafing
Germany
Beverly Sills Greenough.................................. 16,250(11) *
211 Central Park West, #4-F
New York, New York 10024
Robert Hormats........................................... 12,750(12) *
c/o Goldman Sachs & Co.
85 Broad Street
New York, New York 10128
Max Link, Ph.D........................................... 13,000(13) *
Tobelhofstr, 30
8044 Zurich, Switzerland
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS NUMBER OF SHARES OWNED PERCENT OWNED
-------------------------------- ---------------------- -------------
<S> <C> <C>
Arthur M. Mandell........................................ 93,943(14) *
c/o Human Genome Sciences, Inc.
9410 Key West Avenue
Rockville, Maryland 20850
Steven C. Mayer.......................................... 110,409(15) *
c/o Human Genome Sciences, Inc.
9410 Key West Avenue
Rockville, Maryland 20850
Craig A. Rosen, Ph.D..................................... 277,662(16) 1.2%
c/o Human Genome Sciences, Inc.
9410 Key West Avenue
Rockville, Maryland 20850
Alan G. Spoon............................................ 6,000(17) *
c/o The Washington Post Company
1150 15th Street
Washington, D.C. 20071
Laura D'Andrea Tyson..................................... 2,000(18) *
2015 Los Angeles Avenue
Berkeley, California 24707
James B. Wyngaarden, M.D................................. 34,500(19) *
3504 Stoneybrook Drive
Durham, North Carolina 27705
All directors and executive officers as a group (13
persons)............................................... 1,954,339(20) 8.2%
</TABLE>
- ---------------
* Percentage is less than 1% of the total number of outstanding shares of the
Company's Common Stock.
(1) Except as otherwise indicated, each party has sole voting and investment
power over the shares beneficially owned.
(2) As reported on a Schedule 13G filed by Sid R. Bass and Lee M. Bass and 19
related and affiliated entities on February 5, 1999. In some cases the
entities have sole voting and investment power over their respective shares
of the Company's Common Stock; in other cases the entities share voting
and/or investment power with other entities in the group.
(3) As reported on a Schedule 13G filed by FMR Corp. and related and affiliated
entities on October 4, 1999. In some cases the entities have sole voting and
investment power over their respective shares of the Company's Common Stock;
in other cases the entities share voting and/or investment power with other
entities in the group. Includes 32,567 shares of Common Stock issuable upon
conversion of Subordinated Convertibles Notes.
(4) As reported on a Schedule 13F filed by The Equitable Companies as of August
16, 1999.
(5) As reported to the Company by J.P. Morgan & Co., on September 24, 1999.
Includes 172,413 shares of Common Stock issuable upon conversion of
Subordinated Convertibles Notes.
(6) As reported to the Company by Wellington Management Co., LLP as of June 30,
1999.
(7) Includes 217,000 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 15,500 shares of
Common Stock owned by Dr. Haseltine's wife, as to which Dr. Haseltine
disclaims beneficial ownership, and 523,000 shares of Common Stock issuable
upon exercise of options held that are not exercisable within 60 days.
(8) Includes 20,300 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 25,700 shares of
Common Stock issuable upon exercise of options held that are not exercisable
within 60 days.
(9) Includes 80,638 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 114,362 shares of
Common Stock issuable upon exercise of options that are not exercisable
within 60 days.
5
<PAGE> 8
(10) Includes 4,000 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 10,000 shares of
Common Stock issuable upon exercise of options that are not exercisable
within 60 days.
(11) Includes 15,250 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 2,000 shares of
Common Stock issuable upon exercise of options that are not exercisable
within 60 days.
(12) Includes 10,750 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 6,500 shares of
Common Stock issuable upon exercise of options that are not exercisable
within 60 days.
(13) Includes 6,250 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 4,250 shares of
Common Stock issuable upon exercise of options held that are not
exercisable within 60 days.
(14) Includes 93,943 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 101,057 shares of
Common Stock issuable upon exercise of options held that are not
exercisable within 60 days.
(15) Includes 110,409 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 99,591 shares of
Common Stock issuable upon exercise of options that are not exercisable
within 60 days.
(16) Includes 148,783 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Also includes 32,000 shares of Common
Stock held in trust for Dr. Rosen's minor children, as to which Dr. Rosen
disclaims beneficial ownership. Does not include 135,739 shares of Common
Stock issuable upon exercise of options that are not exercisable within 60
days.
(17) Includes 4,000 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 10,000 shares of
Common Stock issuable upon exercise of options that are not exercisable
within 60 days.
(18) Includes 2,000 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 10,000 shares of
Common Stock issuable upon exercise that are not exercisable within 60
days.
(19) Includes 34,000 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 2,000 shares of
Common Stock issuable upon exercise of options that are not exercisable
within 60 days.
(20) Includes 747,323 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days. Does not include 1,044,199 shares
issuable upon exercise of options that are not exercisable within 60 days.
6
<PAGE> 9
OTHER MATTERS
The Board of Directors knows of no additional matters that will be
presented for consideration at the Special Meeting. Execution of a proxy,
however, confers on the designated proxyholders the discretionary authority to
vote the shares in accordance with their best judgment on such other business,
if any, that may properly come before the Special Meeting or any adjournment
thereof. Proxies solicited hereby will be tabulated by inspectors of election
designated by the Board of Directors.
By Order of the Board of Directors,
JAMES H. DAVIS, Secretary
November 12, 1999
THE BOARD OF DIRECTORS HOPES THAT YOU WILL ATTEND THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING ENVELOPE PROMPTLY. IF YOU ATTEND THE MEETING, YOU MAY
WITHDRAW YOUR PROXY AND VOTE YOUR OWN SHARES.
7
<PAGE> 10
HUMAN GENOME SCIENCES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 16, 1999
The undersigned hereby appoints WILLIAM A. HASELTINE, Ph.D., and
JAMES H. DAVIS, Ph.D., J.D., and each of them, with full power of substitution
to each, as attorneys and proxies of the undersigned, to vote all shares which
the undersigned is entitled to vote at the Special Meeting of Stockholders of
Human Genome Sciences, Inc. (the "Company") to be held at the Marriott Hotels &
Resorts, Washingtonian Center, 9751 Washingtonian Boulevard, Gaithersburg,
Maryland 20878, on December 16, 1999, at 9:00 a.m., local time, and at any
adjournments thereof, upon and in respect of the following matters and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT MAY BE REVOKED
AT ANY TIME PRIOR TO ITS EXERCISE BY SENDING WRITTEN NOTICE TO THE SECRETARY OF
THE COMPANY, BY DELIVERING TO THE COMPANY A DULY EXECUTED PROXY BEARING A LATER
DATE, OR BY ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE PERSON(S) SIGNING
IT. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.
(CONTINUED ON OTHER SIDE)
<PAGE> 11
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
SPECIAL MEETING OF STOCKHOLDERS
HUMAN GENOME SCIENCES, INC.
DECEMBER 16, 1999
\/ Please Detach and Mail in the Envelope Provided \/
- --------------------------------------------------------------------------------
[X] Please mark your
vote as in this
example
<TABLE>
<S> <C> <C> <C>
MANAGEMENT RECOMMENDS A VOTE "FOR" PROPOSAL 1. FOR AGAINST ABSTAIN
1. Amendment of the Company's Restated [ ] [ ] [ ]
Certificate of Incorporation (FIFTH)
to increase the number of authorized shares.
2. To act upon such other matters which may
properly come before the Special Meeting or
any adjournments thereof.
</TABLE>
This Proxy, when properly executed, will be voted in the manner directed herein
by the stockholder. If no direction is made, this proxy will be voted "FOR"
Proposal 1.
The undersigned hereby acknowledges receipt of a copy of the Company's Notice of
Special Meeting and Proxy Statement relating to such Special Meeting. The
undersigned revokes all proxies heretofore given for said Special Meeting or any
adjournment(s) thereof.
Please sign, date and promptly return this Proxy in the enclosed envelope. No
postage is required if mailed within the United States.
Signature(s)________________________________________ Date _____________________
Note: Please sign exactly as your name appears hereon. If the shares are
registered in the names of two or more persons, each should sign. Executors,
administrators, trustees, guardians and attorneys-in-fact should give their full
titles. If a signatory is a corporation, please give the full corporate name and
have a duly authorized officer sign, stating his or her title. If a signatory is
a partnership, please sign in partnership name by an authorized person.
