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PROSPECTUS SUPPLEMENT NO. 8 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 June 7, 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 June 6, 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. 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
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<S> <C> <C> <C> <C>
Sage Capital ............ $1,950,000 54,451 27,225 27,226
</TABLE>
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