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PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated May 16, 2000) Registration No. 333-36384
HUMAN GENOME SCIENCES, INC.
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$300,000,000
3 3/4% Convertible Subordinated Notes Due 2007
and
1,369,863 Shares of Common Stock
Issuable Upon Conversion of the Notes
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The following information supplements information contained in our
prospectus dated May 16, 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 June 6, 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 June 5,
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 5% Convertible Subordinated
Notes Due 2007.
<TABLE>
<CAPTION>
COMMON STOCK
PRINCIPAL AMOUNT OF COMMON STOCK COMMON OWNED AFTER
NOTES BENEFICIALLY OWNED PRIOR TO STOCK COMPLETION OF
NAME OWNED AND OFFERED THE OFFERING OFFERED THE OFFERING
---- --------------------- -------------- --------- --------------
<S> <C> <C> <C> <C>
ABN AMRO Incorporated ............................... $ 5,192,000 23,708 23,708 --
BT Equities Strategies .............................. 1,000,000 4,566 4,566 --
Clinton Riverside Convertible Portfolio Limited ..... 3,000,000 13,698 13,698 --
Dallas Police & Fire Pension System ................. 2,050,000 9,360 9,360 --
Detroit Edison Employees' Retirement Trust .......... 1,150,000 5,251 5,251 --
Forest Alternative Strategies Fund II LP, Series
A5M .............................................. 250,000 1,141 1,141 --
Gencorp ............................................. 700,000 3,196 3,196 --
Goldman Sachs and Company ........................... 1,805,000 8,242 8,242 --
Houston Municipal Employees Pension System .......... 1,650,000 7,534 7,534 --
JMG Triton Offshore Fund, Ltd. ...................... 6,325,000 42,214 28,881 13,333
Jefferies & Company ................................. 1,500,000 8,315 6,849 1,466
Maine State Retirement System ....................... 1,050,000 4,794 4,794 --
Morgan Stanley Dean Witter .......................... 8,290,000 37,853 37,853 --
Motion Picture Industry Health Plan - Active
Member Fund ...................................... 135,000 616 616 --
</TABLE>
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<TABLE>
<CAPTION>
COMMON STOCK
PRINCIPAL AMOUNT OF COMMON STOCK COMMON OWNED AFTER
NOTES BENEFICIALLY OWNED PRIOR TO STOCK COMPLETION OF
NAME OWNED AND OFFERED THE OFFERING OFFERED THE OFFERING
---- --------------------- -------------- --------- --------------
<S> <C> <C> <C> <C>
Motion Picture Industry Health Plan - Retiree
Member Fund ...................................... $ 65,000 297 297 --
Partner Reinsurance Co. ............................. 450,000 2,054 2,054 --
Pension Reserves Investment Trust ................... 3,060,000 13,972 13,972 --
Quattro Fund Ltd. ................................... 1,000,000 4,566 4,566 --
Reliant Energy Retirement Plan ...................... 500,000 2,283 2,283 --
State of Connecticut Fund "F" ....................... 3,650,000 16,666 16,666 --
Sylvan IMA Ltd. ..................................... 300,000 1,369 1,369 --
Vanguard Convertible Securities Fund, Inc. .......... 1,960,000 8,950 8,950 --
------------ ------------ ------------ ----------
Total ............................................ $45,082,000 220,645 205,846 14,799
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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. In addition, the per share conversion price and the
"make-whole" payment, if any, and therefore the number of shares of common stock
issuable upon conversion or redemption of the notes, are subject to adjustment.
See "Description of Securities -- Conversion Rights" and "-- Provisional
Redemption" in the prospectus. As a result, the aggregate principal amount of
notes and the number of shares of common stock issuable upon conversion or
redemption may increase or decrease.
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