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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
HUMAN GENOME SCIENCES, INC.
(Name of Issuer)
HUMAN GENOME SCIENCES, INC.
(Name of Person(s) Filing Statement)
5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2006
(Title of Class of Securities)
444903 AA 6
444903 AB 4
(CUSIP Number of Class of Securities)
WILLIAM HASELTINE, PH.D.
CHIEF EXECUTIVE OFFICER
HUMAN GENOME SCIENCES, INC.
9410 KEY WEST AVENUE,
ROCKVILLE, MARYLAND 20850-3338
301-309-8504
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
WITH A COPY TO:
R.W. SMITH, JR., ESQ.
PIPER MARBURY RUDNICK & WOLFE LLP
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201
410-539-2530
DECEMBER 13, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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<CAPTION>
Transaction Valuation Amount of Filing Fee
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<S> <C>
$324,687,500(1) $64,937.50
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(1) The total transaction value is based on the market price of the
registrant's $125,000,000 aggregate principal amount of 5 1/2% Convertible
Subordinated Notes Due 2006 to be converted.
Registration fee previously paid in connection with the Registrant's
Registration Statement on Form S-4 filed on December 7, 1999.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
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<S> <C> <C> <C>
Amount Previously Paid: $90,264 Filing Party: Human Genome Sciences, Inc.
Form or Registration No.: S-4 (File No. 333-92209) Date Filed: December 7, 1999
</TABLE>
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INTRODUCTION
This Issuer Tender Offer Statement is being filed by Human Genome
Sciences, Inc., a Delaware corporation, pursuant to Section 13(e) of the
Securities Exchange Act in connection with its offer to convert up to
$125,000,000 aggregate principal amount of its 5 1/2% Convertible Subordinated
Notes Due 2006 (or such lesser number as are properly tendered) into shares of
its common stock, par value $0.01, upon the terms and subject to the conditions
set forth in Human Genome Sciences' Prospectus and Registration Statement on
Form S-4 (File No. 333-92209) filed with the Securities and Exchange Commission
and the related Letter of Transmittal dated December 13, 1999 (which together
constitute the Offer). The Prospectus and the exhibits to the Registration
Statement are incorporated by reference in this Schedule 13E-4.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Human Genome Sciences, Inc., a Delaware
corporation which has its principal executive offices at 9140 Key West Avenue,
Rockville, Maryland 20850.
(b) This Issuer Tender Offer Statement relates to the offer by Human
Genome Sciences to holders of its $125,000,000 aggregate principal amount of 5
1/2% Convertible Subordinated Notes Due 2006 of an inducement to convert their
Notes into shares of the common stock of Human Genome Sciences. Subject to the
conditions set forth in the Offer, holders who tender their Notes for conversion
in connection with the Offer will receive an additional $180 per $1,000
principal amount of Notes tendered, payable in shares of common stock, plus a
cash payment for accrued interest and any fractional shares. The information in
the Prospectus under "The Offer - Terms of the Offer" is incorporated herein by
reference. The Offer is being made to all holders of Notes.
We have been advised that none of our directors or executive officers
own any Notes. $125,000,000 aggregate principal amount of the Notes are
currently outstanding.
(c) The Notes are not listed for trading on an exchange. The Common
Stock issuable upon conversion of the Notes is listed on the Nasdaq National
Market.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The inducement to convert the Notes will be paid in shares of common
stock, plus a cash payment for accrued interest and any fractional shares. The
shares of common stock will be newly issued common stock of Human Genome
Sciences. Cash payments will be paid from the current assets of Human Genome
Sciences. The information in the Prospectus under "The Offer-Terms of the Offer"
is incorporated herein by reference.
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ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
The information in the Prospectus under "Summary - Recent Events,"
"The Offer - Purpose and Effect," "Price Range of Common Stock" and "Dividends"
is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information in the Prospectus under "The Offer -- Fees and
Expenses" is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
Human Genome Sciences' audited financial statements are included in
its Annual Report on Form 10-K for the year ended December 31, 1998, which is
incorporated herein by reference. Human Genome Sciences' unaudited financial
statements for the three and nine month periods ended September 30, 1999, are
included in its Quarterly Report on Form 10-Q for the period ended September 30,
1999, which is incorporated herein by reference. Human Genome Sciences' ratios
of earnings to fixed charges and pro forma information with respect to the Offer
are included in the Prospectus, which is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Prospectus/Offer to Convert dated December 13, 1999
incorporated by reference to Human Genome Sciences' Registration Statement on
Form S-4.
(a)(2) Form of the Letter of Transmittal dated December 13, 1999
incorporated by reference to Human Genome Sciences' Registration Statement on
Form S-4.
(a)(3) Form of Notice of Guaranteed Delivery dated December 13, 1999
incorporated by reference to Human Genome Sciences' Registration Statement on
Form S-4.
(a)(7) Press Release issued by the Company on December 6, 1999
incorporated by reference to Human Genome Sciences' current report on Form 8-K
filed December 6, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 13, 1999
HUMAN GENOME SCIENCES, INC.
By: /s/ Steven C. Mayer
-------------------------------
Name: Steven C. Mayer
Title: Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
(a)(1) Prospectus/Offer to Convert dated December 13, 1999
incorporated by reference to Human Genome Sciences' Registration Statement on
Form S-4.
(a)(2) Form of the Letter of Transmittal dated December 13, 1999
incorporated by reference to Human Genome Sciences' Registration Statement on
Form S-4.
(a)(3) Form of Notice of Guaranteed Delivery dated December 13, 1999
incorporated by reference to Human Genome Sciences' Registration Statement on
Form S-4.
(a)(7) Press Release issued by the Company on December 6, 1999
incorporated by reference to Human Genome Sciences' current report on Form 8-K
filed December 6, 1999.
