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PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated April 3, 2000) Registration No. 333-33252
HUMAN GENOME SCIENCES, INC.
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$225,000,000
5% Convertible Subordinated Notes Due 2007
and
2,000,000 Shares of Common Stock
Issuable Upon Conversion of the Notes
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The following information supplements information contained in our
prospectus dated April 3, 2000, relating to the potential offer and sale
from time to time by holders of the notes and the underlying shares of our
common stock. See "Plan of Distribution" in our prospectus.
This prospectus supplement may only be delivered or used in
connection with our prospectus. This prospectus supplement is incorporated
by reference into our prospectus. Our common stock is listed on The Nasdaq
National Market under the symbol "HGSI."
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prospectus Supplement dated April 17, 2000
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The notes were originally issued by us and sold by Credit Suisse First
Boston Corporation, as initial purchaser, in a transaction exempt from the
registration requirements of the Securities Act to persons reasonably
believed by the initial purchaser to be qualified institutional buyers or
other institutional accredited investors. Selling holders, including their
transferees, pledgees or donees or their successors, may from time to time
offer and sell any or all of the notes and common stock into which the notes
are convertible.
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The following table supplements the information in our prospectus with
respect to the selling holders and the principal amounts of notes and common
stock they beneficially own that may be offered under our prospectus. The
information is based on information provided by or on behalf of the selling
holders. All information provided in this prospectus supplement is as of April
14, 2000.
The selling holders may offer all, some or none of the notes or common
stock into which the notes are convertible. Thus, we cannot estimate the amount
of the notes or the common stock that will be held by the selling holders upon
termination of any sales. The column showing ownership after completion of the
offering assumes that the selling holders will sell all of the securities
offered by this prospectus supplement. In addition, the selling holders
identified below may have sold, transferred or otherwise disposed of all or a
portion of their notes since the date on which they provided the information
about their notes in transactions exempt from the registration requirements of
the Securities Act. None of the selling holders has had any material
relationship with us or our affiliates within the past three years. No selling
holder named in the table below beneficially owns one percent or more of our
common stock. Common stock owned prior to the offering and after completion of
the offering includes shares of common stock issuable upon conversion of our
5 1/2% Convertible Subordinated Notes Due 2006 and 3 3/4% Convertible
Subordinated Notes Due 2007.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF COMMON
NOTES COMMON STOCK STOCK OWNED
BENEFICIALLY OWNED PRIOR COMMON AFTER
OWNED AND TO THE STOCK COMPLETION OF
NAME OFFERED OFFERING OFFERED THE OFFERING
- ---- -------------- ------------- ---------- -------------
<S> <C> <C> <C> <C>
Bancroft Convertible Fund,
Inc ....................... $ 500,000 4,444 4,444 --
Conseco Fund Group -
Convertible Securities Fund 500,000 9,010 4,444 4,566
Ellsworth Convertible Growth
and Income Fund, Inc. ..... 500,000 4,444 4,444 --
Forest Global Convertible
Fund LTD, Series A5 ....... 34,840,000 318,820 309,688 9,132
Fortis Bank Luxembourg ...... 100,000 888 888 --
KBC Financial Products ...... 1,000,000 37,177 8,888 28,289
LLT Limited ................. 3,700,000 32,888 32,888 --
----------- ----------- ----------- -----------
Total ..................... $41,140,000 407,671 365,684 41,987
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</TABLE>
Information concerning the selling holders may change from time to time
and any changed information will be set forth in future prospectus supplements
if and when necessary. Further, the per share conversion price, and therefore
the number of shares of common stock issuable upon conversion of the notes, is
subject to adjustment. As a result, the number of shares of common stock into
which the notes are convertible may increase or decrease.
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