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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13E-4
(FINAL AMENDMENT)
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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Transaction Valuation Amount of Filing Fee
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$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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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
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement filed on December 13, 1999 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.
Items 8 and 9 of the Issuer Tender Offer Statement are hereby
supplemented and amended by adding the following:
ITEM 8. ADDITIONAL INFORMATION
At 5:00 p.m., New York City time, on January 12, 2000, the Offer expired.
Based on the information provided by The Bank of New York, a total of
$118,285,000 in principal amount of the Notes were validly tendered and not
withdrawn. Human Genome Sciences accepted all validly tendered Notes that were
not withdrawn on or prior to January 12, 2000, upon the terms and subject to the
conditions of the Offer. Holders received 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. In connection with
the Offer, Human Genome Sciences (1) issued 127,061 shares of common stock as an
inducement to convert the Notes, (2) issued 2,265,991 shares of common stock
upon conversion of the Notes and (3) paid approximately $200,000 representing
accrued interest and fractional shares. After giving effect to the Offer,
$6,715,000 in principal amount of the Notes remain outstanding.
A copy of the press release dated January 13, 2000 announcing the results
of the Offer is attached hereto as Exhibit (a)(1), and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Press Release issued by the Company on January 13, 2000.
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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: January 20, 2000
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) Press Release issued by the Company on January 13, 2000.
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[HUMAN GENOME SCIENCES, INC. LOGO W/LETTERHEAD]
EXHIBIT (a)(1)
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
Steven C. Mayer
Senior Vice President and Chief Financial Officer
and
Kate de Santis
Director, Corporate Communications and Investor Relations
Human Genome Sciences
301/309-8504
HUMAN GENOME SCIENCES ANNOUNCES
COMPLETION OF
TENDER OFFER FOR CONVERTIBLE NOTES
-- Company Raises $325 Million Since June 1999 --
ROCKVILLE, MARYLAND, January 13, 2000 -- Human Genome Sciences, Inc. (Nasdaq:
HGSI) announced today that in response to its tender offer, holders of 95
percent of its 5 1/2% Convertible Subordinated Notes Due 2006 have chosen to
convert their Notes into HGS Common Stock. These Notes were issued in June and
July 1999. Gross proceeds from the Notes offering were $125 million. HGS
announced the tender offer on December 6, 1999.
"The tender offer paved the way for a second convertible offering of $150
million, plus $50 million in an overallotment option, that was successfully
completed in December 1999. Combined these two offerings have raised $325
million for the Company since June 1999," said Steven C. Mayer, Senior Vice
President and Chief Financial Officer. "These offerings have greatly enhanced
HGS' financial strength and flexibility for a variety of possible purposes. We
have raised a substantial amount of cash while at the same time strengthening
our balance sheet."
-- more --
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HUMAN GENOME SCIENCES ANNOUNCES
COMPLETION OF
TENDER OFFER FOR CONVERTIBLE NOTES
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As a result of the conversions, a total of 2,393,060 shares of Common Stock were
issued by the Company, including a total of 127,064 shares of Common Stock
issued as an inducement to convert. HGS will record a one-time charge to
earnings of $19.4 million, or $0.76 per share. A total of $6.7 million principal
amount of Notes remains outstanding.
Separately, HGS has announced that its Board of Directors approved a two-for-one
stock split of the Company's common stock, payable in the form of a 100 percent
stock dividend. On Monday, January 31, 2000, HGS shares will trade on a
split-adjusted basis, totaling approximately 51.3 million shares outstanding. On
that same date, the conversion price of all remaining 5 1/2% Convertible
Subordinated Notes Due 2006 outstanding will be adjusted from $52.20 per share
to $26.10 per share.
Human Genome Sciences is a company with the mission to develop products to
predict, prevent, detect, treat and cure disease based on its leadership in the
discovery and understanding of human and microbial genes.
HGS and Human Genome Sciences are registered trademarks of Human Genome
Sciences, Inc.
Any statements released by Human Genome Sciences, Inc. that are forward
looking are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Editors and investors are cautioned
that forward looking statements involve risks and uncertainties which may affect
the company's business prospects and performance. These include economic,
competitive, governmental, technological and other factors discussed in the
company's filings with the Securities and Exchange Commission on forms 10-K,
10-Q and 8-K.
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