As filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUMAN GENOME SCIENCES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 22-3178468
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
9410 Key West Avenue
Rockville, Maryland 20850-3338
(Address of principal executive offices) (Zip Code)
</TABLE>
HUMAN GENOME SCIENCES, INC. 2000 STOCK INCENTIVE PLAN
HUMAN GENOME SCIENCES, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
William A. Haseltine, Ph.D. R.W. Smith, Jr., Esquire
Human Genome Sciences, Inc. Piper Marbury Rudnick & Wolfe LLP
9410 Key West Avenue 6225 Smith Avenue
Rockville, Maryland 20850-3338 Baltimore, Maryland 21209-3600
(301) 309-8504 (410) 580-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
====================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Registered(3) Price Per Unit Offering Price Fee
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share (1)
Employee Stock Purchase Plan.............. 250,000 $113.793 (4) $28,448,437 $7,510.39
2000 Stock Incentive Plan (2)
Shares not previously registered........ 4,000,000 133.875 (5) 535,500,000 141,372.00
Shares registered under prior plans..... 9,804,454 N/A (2) N/A (2) N/A (2)
--------------------------------------------------------------------------------------------------------------------
TOTAL 14,054,454 $563,948,437 $148,882.39
====================================================================================================================
</TABLE>
(1) Includes rights ("Rights") to purchase shares of the Registrant's junior
participating preferred stock, issuable pursuant to that certain Rights
Agreement between the Registrant and American Stock Transfer & Trust Company, as
Rights Agent, dated as of May 20, 1998. The value attributable to the Rights, if
any, is reflected in the market price of the Common Stock.
(2) Shares to be offered or sold under the 2000 Stock Incentive Plan (the "2000
Plan") include 4,000,000 shares which have not been previously registered, and
9,804,454 shares which were previously registered for offer or sale under the
Registrant's 1993 Incentive and Non-qualified Stock Option Plan and 1994 Stock
Option Plan (the "Prior Plans"), and which may be offered or sold under the 2000
Plan (the "Carried Forward Shares"). The Prior Plans were merged into the 2000
Plan on February 16, 2000. The Carried Forward Shares are shares subject to
<PAGE>
outstanding awards under the Prior Plans, and shares reserved but not issued
under the Prior Plans, immediately prior to the merger of the Prior Plans into
the 2000 Plan. Because the Carried Forward Shares were registered on Forms S 8
filed on May 17, 1994 (file no. 33-79020), May 17, 1994 (file no. 33-79022),
April 25, 1997 (file no. 333-25893), and November 13, 1998 (file no. 333-67239),
the filing fee is not required. 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.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of shares of Common
Stock that may be offered or issued pursuant to the plans by reason of stock
splits, stock dividends or similar transactions, and an indeterminate number of
plan participation interests to be offered or sold pursuant to the Employee
Stock Purchase Plan being registered.
(4) Estimated solely for the purposes of calculating the registration fee under
Rule 457(h). The proposed maximum offering price per share is based upon the
average of high and low prices of the Common Stock of the registrant of the
NASDAQ National Market System on August 23, 2000, multiplied by 85%, the
percentage of the fair market value of the stock that is used to establish the
purchase price under the plan.
(5) Estimated solely for the purposes of calculating the registration fee under
Rule 457(h). The proposed maximum offering price per share with respect to
shares issuable under the plan as of the filing date hereof is based upon the
average of the high and low prices of the Common Stock of the registrant on the
NASDAQ National Market system on August 23, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement
pursuant to introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 and Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended ("Exchange
Act"), since the end of the fiscal year covered by the
document referred to in (a) above; and
(c) Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the
Registrant under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation, as amended, provides that directors of the
Registrant will not be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability:
<PAGE>
- for any breach of the director's duty of loyalty to the Registrant or
its stockholders;
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- under Section 174 of the Delaware General Corporation Law, relating to
unlawful payment of dividends or unlawful stock purchase or redemption
of stock; or
- for any transaction from which the director derives an improper
personal benefit.
As a result of this provision, the Registrant and its stockholders may be
unable to obtain monetary damages from a director for breach of his or her duty
of care. The Registrant's By-Laws provide for the indemnification of directors
and officers of the Registrant to the fullest extent authorized by the Delaware
General Corporation Law, except that the Registrant will indemnify a director or
officer in connection with an action initiated by that person only if the action
was authorized by the Registrant's board of directors. The indemnification
provided under the Registrant's certificate of incorporation and bylaws includes
the right to be paid expenses in advance of any proceeding for which
indemnification may be had. The Registrant may pay these expenses in advance of
the final disposition of a proceeding only if the director or officer agrees to
repay these amounts if it is ultimately determined that the director or officer
is not entitled to be indemnified. If the Registrant does not pay a claim for
indemnification within 60 days, the claimant may bring an action to recover the
unpaid amount of the claim and, if successful, the director or officer will be
entitled to be paid the expense of prosecuting the action to recover these
unpaid amounts.
Under its By-Laws, the Registrant has the power to purchase and maintain
insurance on behalf of any person who is or was one of directors, officers,
employees or agents of the Registrant, or is or was serving at the Registrant's
request for another entity, against any liability asserted against the person or
incurred by the person in any of these capacities, and related expenses, whether
or not the Registrant would have the power to indemnify the person against the
claim under the provisions of the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Restated Certificate of Incorporation (Fifth) of the Registrant
(filed as Exhibit 3.1 of the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993, and
incorporated herein by reference)
4.2 Certificate of Amendment of the Certificate of Incorporation
(filed as Exhibit 3.3 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, and
incorporated herein by reference
4.3 Amendment to Certificate of Incorporation (filed on December 16,
1999 as Exhibit 3.1 to the Registrant's Current Report on Form
8-K, and incorporated herein by reference)
<PAGE>
4.4 By-Laws of the Registrant (filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference)
4.5 Rights Agreement between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent, dated as of May 20,
1998 (filed as Exhibit 4 of the Registrant's Current Report on
Form 8-K filed on May 28, 1998, and incorporated herein by
reference).
4.6 Indenture dated as of June 25, 1999 between the Registrant and
The Bank of New York, as trustee, including the form of 5-1/2%
Convertible Subordinated Notes due 2006 (filed as Exhibit 4.1 to
the Registrant's Form 8-K filed June 28, 1999)
4.7 Indenture dated as of December 14, 1999 between the Registrant
and The Bank of New York, as trustee, including the form of 5%
Convertible Subordinated Notes due 2006 (filed as Exhibit 4.1 to
the Registrant's Form 8-K filed December 16, 1999)
4.8 Indenture dated as of February 1, 2000 between the Registrant and
The Bank of New York, as trustee, including the form of 5%
Convertible Subordinated Notes due 2007 (filed as Exhibit 4.1 to
the Registrant's Form 8-K filed February 2, 2000)
4.9 Indenture dated as of March 10, 2000 between the Registrant and
The Bank of New York, as trustee, including the form of 3-3/4%
Convertible Subordinated Notes due 2007 (filed as Exhibit 4.1 to
the Registrant's Form 8-K filed March 13, 2000)
4.10 Human Genome Sciences, Inc. 2000 Stock Incentive Plan (filed as
Exhibit A of the Registrant's Definitive Proxy Statement on Form
14A, dated April 24, 2000, and incorporated herein by reference).
4.11 Human Genome Sciences, Inc. Employee Stock Purchase Plan (filed
as Exhibit B of the Registrant's Definitive Proxy Statement on
Form 14A, dated April 24, 2000, and incorporated herein by
reference).
5.1* Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the
Registrant, regarding the legal validity of the shares of Common
Stock being registered under this Registration Statement
23.1* Consent of Piper Marbury Rudnick & Wolfe LLP, counsel for the
Registrant (contained in Exhibit 5.0)
23.2* Consent of Ernst & Young LLP, Independent Auditors
24.1* Power of Attorney (included on Signature Page)
--------------------------
* Filed herewith.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Paragraphs (l)(i) and (l)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<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, as amended, the
administrator of the Employee Stock Purchase Plan 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.
EMPLOYEE STOCK PURCHASE PLAN
By:/s/ Max Link
-----------------------------------------
Max Link, Ph.D.
<PAGE>
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints William
A. Haseltine, Ph.D., as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in his name,
place and stead, in any and all capacities, to sign any or all further
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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/ Laura D'Andrea Tyson Director August 30, 2000
---------------------------------
Laura D'Andrea Tyson, Ph.D.
/s/ Max Link Director August 30, 2000
---------------------------------
Max Link, Ph.D.
/s/ Robert D. Hormats Director August 30, 2000
---------------------------------
Robert D. Hormats
/s/ James B. Wyngaarden Director August 30, 2000
---------------------------------
James B. Wyngaarden, M.D.
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Restated Certificate of Incorporation (Fifth) of the Registrant
(filed as Exhibit 3.1 of the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993, and
incorporated herein by reference)
4.2 Certificate of Amendment of the Certificate of Incorporation
(filed as Exhibit 3.3 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, and
incorporated herein by reference)
4.3 Amendment to Certificate of Incorporation (filed on December 16,
1999 as Exhibit 3.1 to the Registrant's Current Report on Form
8-K, and incorporated herein by reference)
4.4 By-Laws of the Registrant (filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, and incorporated herein by reference)
4.5 Rights Agreement between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent, dated as of May 20,
1998 (filed as Exhibit 4 of the Registrant's Current Report on
Form 8-K filed on May 28, 1998, and incorporated herein by
reference).
4.6 Indenture dated as of June 25, 1999 between the Registrant and
The Bank of New York, as trustee, including the form of 5-1/2%
Convertible Subordinated Notes due 2006 (filed as Exhibit 4.1 to
the Registrant's Form 8-K filed June 28, 1999)
4.7 Indenture dated as of December 14, 1999 between the Registrant
and The Bank of New York, as trustee, including the form of 5%
Convertible Subordinated Notes due 2006 (filed as Exhibit 4.1 to
the Registrant's Form 8-K filed December 16, 1999)
4.8 Indenture dated as of February 1, 2000 between the Registrant and
The Bank of New York, as trustee, including the form of 5%
Convertible Subordinated Notes due 2007 (filed as Exhibit 4.1 to
the Registrant's Form 8-K filed February 2, 2000)
4.9 Indenture dated as of March 10, 2000 between the Registrant and
The Bank of New York, as trustee, including the form of 3-3/4%
Convertible Subordinated Notes due 2007 (filed as Exhibit 4.1 to
the Registrant's Form 8-K filed March 13, 2000)
4.10 Human Genome Sciences, Inc. 2000 Stock Incentive Plan (filed as
Exhibit A of the Registrant's Definitive Proxy Statement on Form
14A, dated April 24, 2000, and incorporated herein by reference).
4.11 Human Genome Sciences, Inc. Employee Stock Purchase Plan (filed
as Exhibit B of the Registrant's Definitive Proxy Statement on
Form 14A, dated April 24, 2000, and incorporated herein by
reference).
5.1* Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the
Registrant, regarding the legal validity of the shares of Common
Stock being registered under this Registration Statement
23.1* Consent of Piper Marbury Rudnick & Wolfe LLP, counsel for the
Registrant (contained in Exhibit 5.0)
23.2* Consent of Ernst & Young LLP, Independent Auditors
24.1* Power of Attorney (included on Signature Page)
--------------------------
* Filed herewith.
<PAGE>
