As filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 333-67239
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUMAN GENOME SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3178468
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
9410 Key West Avenue
Rockville, Maryland 20850-3338
(Address of principal executive offices) (Zip Code)
1994 STOCK OPTION PLAN OF HUMAN GENOME SCIENCES, INC.
(Full title of plan)
(Name, address and telephone
number of agent for service)
William A. Haseltine, Ph.D.
Human Genome Sciences, Inc.
9410 Key West Avenue
Rockville, Maryland 20850-3338
(301) 309-8504
(Copy to:)
R.W. Smith, Jr., Esquire
Piper Marbury Rudnick & Wolfe LLP
6225 Smith Avenue
Baltimore, Maryland 21209-3600
(410) 580-3000
---------------------------
<PAGE>
EXPLANATORY NOTE
Human Genome Sciences, Inc., a Delaware corporation (the "Registrant"),
filed Registration Statements on Form S-8 on May 17, 1994 (file no. 33-79020),
April 25, 1997 (file no. 333-25893) and November 13, 1998 (file no. 333-67239),
to register shares of the Registrant's Common Stock, par value $0.01 par value
(the "Common Stock"), for offer or sale pursuant to the 1994 Stock Option Plan
of the Registrant (the "1994 Plan"). The Registrant adopted a new stock
incentive plan, the Human Genome Sciences, Inc. 2000 Stock Incentive Plan (the
"2000 Plan"), and merged the 1994 Plan into the 2000 Plan, on February 16, 2000.
Shares that were available for grant under the 1994 Plan immediately
prior to the merger of the plans became available for issuance under the 2000
Plan pursuant to the merger. In addition, if the outstanding awards granted
under the 1994 Plan expire or are forfeited, cancelled or otherwise terminated,
or if any shares of Common Stock are surrendered, or are withheld by the
Registrant, in connection with any outstanding awards granted under the 1994
Plan, the shares subject to such awards and the surrendered or withheld shares
will be available for issuance under the 2000 Plan. The total number of shares
subject to outstanding awards granted under the 1994 Plan and shares available
for grant under the 1994 Plan immediately prior to the merger of the plans is
9,531,090 shares (the "Carried Forward Shares").
Contemporaneously with the filing of this Post-Effective Amendment No.
1 to the Registration Statement on Form S-8, the Registrant is filing a
Registration Statement on Form S-8 to register shares of Common Stock for offer
or sale pursuant to the 2000 Plan, including but not limited to the Carried
Forward Shares. Accordingly, in accordance with the principles set forth in
Interpretation 89 under Section G of the Manual of Publicly Available Telephone
Interpretations of the Division of Corporation Finance of the Securities and
Exchange Commission (July 1997) and Instruction E to the General Instructions to
Form S-8, this Post-Effective Amendment No. 1 is hereby filed (i) to reallocate
the Carried Forward Shares from the 1994 Plan to the 2000 Plan, and (ii) to
carry over the registration fees paid for the Carried Forward Shares from the
Registration Statements on Form S-8 previously filed for the 1994 Plan, to the
Registration Statement on Form S-8 for the 2000 Plan that is filed
contemporaneously with the filing of this Post-Effective Amendment No. 1.
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
24.0 Power of Attorney (filed as Exhibit 24.0 to the Registrant's
Registration Statement on Form S-8 (file no. 333-67239), and
incorporated herein by reference)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rockville, State of Maryland, on the 30th day of
August, 2000.
HUMAN GENOME SCIENCES, INC.
By: /s/ William A. Haseltine
-------------------------------------
William A. Haseltine, Ph.D.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ William A. Haseltine Chairman of the Board of Directors and Chief August 30, 2000
--------------------------------- Executive Officer
William A. Haseltine, Ph.D. (principal executive officer)
/s/ Steven C. Mayer * Senior Vice President and August 30, 2000
---------------------------------- Chief Financial Officer
Steven C. Mayer (principal financial and accounting officer)
/s/ Craig A. Rosen * Executive Vice President - Research and August 30, 2000
---------------------------------- Development and Director
Craig A. Rosen, Ph.D.
/s/ Jurgen Drews * Director August 30, 2000
----------------------------------
Jurgen Drews, M.D.
/s/ Beverly Sills Greenough * Director August 30, 2000
----------------------------------
Beverly Sills Greenough
/s/ Max Link * Director August 30, 2000
----------------------------------
Max Link, Ph.D.
/s/ Alan G. Spoon * Director August 30, 2000
----------------------------------
Alan G. Spoon
/s/ Robert D. Hormats * Director August 30, 2000
----------------------------------
Robert D. Hormats
/s/ James B. Wyngaarden * Director August 30, 2000
----------------------------------
James B. Wyngaarden, M.D.
* By: /s/ William A. Haseltine
---------------------------------------------
William A. Haseltine, Ph.D., Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
24.0 Power of Attorney (filed as Exhibit 24.0 to the Registrant's
Registration Statement on Form S-8 (file no. 333-67239), and
incorporated herein by reference)
