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PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated February 18, 2000) Registration No. 333-96387
HUMAN GENOME SCIENCES, INC.
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$200,000,000
5% Convertible Subordinated Notes Due 2006
and
2,792,321 Shares of Common Stock
Issuable Upon Conversion of the Notes
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The following information supplements information contained in our
prospectus dated February 18, 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 March 21, 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 March
21, 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, except that
Credit Suisse First Boston Corporation acted as the initial purchaser in
connection with the notes and our 5% Convertible Subordinated Notes Due 2007 and
acted as the dealer manager in connection with the offer we made to holders of
our 5 1/2% Convertible Subordinated Notes Due 2006. 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 our 5% Convertible Subordinated
Notes Due 2007.
<TABLE>
<CAPTION>
COMMON
PRINCIPAL AMOUNT OF COMMON STOCK STOCK OWNED
NOTES BENEFICIALLY OWNED PRIOR TO COMMON STOCK AFTER COMPLETION
NAME OWNED AND OFFERED THE OFFERING OFFERED OF THE OFFERING
- ---- ----------------- ------------- -------- ---------------
<S> <C> <C> <C> <C>
Museum of Fine Arts, Boston.............................. $17,000 237 237 -
ProMutual................................................ 61,000 851 851 -
University of Rochester.................................. 16,000 223 223 -
Rhone-Poulenc Rorer Pension Plan......................... 11,000 153 153 -
Parker-Hannifin Corporation.............................. 20,000 279 279 -
Chartwell Investment Partners............................ 600,000 8,376 8,376 -
New Hampshire Retirement System.......................... 99,000 1,382 1,382 -
-------- ----- ----- ---
Total................................................. $824,000 11,501 11,501 -
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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.
