<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 8, 2000
Date of Report
(Date of earliest event reported)
HUMAN GENOME SCIENCES, INC.
---------------------------
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>
DELAWARE 0-022962 22-3178468
-------- -------- ----------
<S> <C> <C>
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
</TABLE>
9410 KEY WEST AVENUE, ROCKVILLE, MARYLAND 20850-3338
----------------------------------------------------
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (301) 309-8504
--------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 8, 2000, Human Genome Sciences and Principia Pharmaceutical
Corporation entered into an Agreement and Plan of Reorganization dated September
8, 2000, pursuant to which PCCA Inc., a wholly-owned subsidiary of Human Genome
Sciences, merged with and into Principia. This transaction closed on September
8, 2000.
Under the terms of the agreement, all outstanding shares of Principia
capital stock and all outstanding Principia stock options and warrants were
exchanged for approximately $120 million of Human Genome Sciences common stock,
based on a 20-day average price. Human Genome Sciences has agreed to register
the resale of the HGS shares and the issuance of HGS shares pursuant to stock
options. Upon the closing of the transaction, Principia became a wholly-owned
subsidiary of Human Genome Sciences.
The acquisition is being accounted for using the purchase method of
accounting and is valued for accounting purposes at approximately $135 million.
Human Genome Sciences expects to incur a significant one-time charge for
purchased in-process research and development expenses relating to the
transaction. Any remaining excess purchase price will be allocated to goodwill
and other identified intangibles and amortized over the estimated useful life of
the assets.
Principia expects to use its recombinant albumin fusion technology to
provide longer acting forms of many important proteins used in the treatment of
disease. This technology genetically fuses a protein to albumin, a very
abundant, natural and long-lived protein in the blood. When albumin is fused to
a therapeutically active protein, the active protein is expected to have the
longer circulating life of albumin. Prolonging the activity of the therapeutic
protein in this manner may offer a reduced dosing frequency and could lead to
reduced side effects in patients. Using this technology, Principia expects to
develop safer, more effective and more convenient protein therapeutics and
biopharmaceuticals for serious chronic diseases.
ITEM 5. OTHER EVENTS.
On September 18, 2000, Human Genome Sciences announced that its Board of
Directors approved a two-for-one stock split of HGS' common stock, payable in
the form of a stock dividend. The stock dividend will be payable on October 5,
2000 to holders of record as of the close of business on September 28, 2000.
Human Genome Sciences has approximately 56 million shares of common stock.
outstanding. After the stock split, this number will double to approximately 112
million shares of common stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) The financial statements of Principia will be filed by amendment
not later than 60 days from the date hereof.
<PAGE> 3
(b) The pro forma financial information of the combined company will
be filed by amendment not later than 60 days from the date
hereof.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated September 8, 2000 by
and among Human Genome Sciences, Inc., PCCA, Inc., Principia
Pharmaceutical Corporation and the stockholders of Principia
Pharmaceutical Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HUMAN GENOME SCIENCES, INC.
Date: September 21, 2000 By: /s/ Steven C. Mayer
---------------------------------
Steven C. Mayer
Senior Vice President and Chief
Financial Officer
<PAGE> 4
EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement and Plan of Reorganization dated September 8,
2000 by and among Human Genome Sciences, Inc., PCCA, Inc.,
Principia Pharmaceutical Corporation and the stockholders of
Principia Pharmaceutical Corporation.
