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PROSPECTUS SUPPLEMENT NO. 6 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 shares of
our common stock issued upon conversion of the notes. 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 24, 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. All of the notes have been converted into
shares of our common stock. Selling holders, including their transferees,
pledgees or donees or their successors, may from time to time offer and sell
any or all of the common stock into which the notes were converted.
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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
23, 2000.
The selling holders may offer all, some or none of the common stock
into which the notes were converted. Thus, we cannot estimate the amount of 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
common stock since the date on which they provided the information about their
common stock 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, our 5% Convertible Subordinated Notes Due 2007 and our 3 3/4%
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, our 5% Convertible Subordinated Notes Due 2007 and our 3 3/4%
Convertible Subordinated Notes Due 2007. 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.
<TABLE>
<CAPTION>
COMMON
STOCK OWNED
PRINCIPAL AMOUNT OF COMMON STOCK COMMON AFTER
NOTES BENEFICIALLY OWNED PRIOR TO STOCK COMPLETION OF
NAME OWNED AND OFFERED THE OFFERING OFFERED THE OFFERING
- ---- ----------------- ------------- -------- ------------
<S> <C> <C> <C> <C>
Putnam Convertible Income-Growth
Trust............................... $ - 6,575 6,575 -
Putnam Balanced Retirement Fund....... - 474 474 -
Putnam Convertible Opportunities
and Income Trust.................... - 628 628 -
Putnam Asset Allocation Funds-Balanced
Portfolio........................... - 2,792 2,792 -
--------- ----- ----- -----
Total.............................. $ - 10,469 10,469 -
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</TABLE>
