As filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 33-79022
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUMAN GENOME SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3178468
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
9410 Key West Avenue
Rockville, Maryland 20850-3338
(Address of principal executive offices) (Zip Code)
HUMAN GENOME SCIENCES, INC. 1993 Incentive and
Non-qualified Stock Option Plan
(Full title of plan)
(Name, address and telephone
number of agent for service)
William A. Haseltine, Ph.D.
Human Genome Sciences, Inc.
9410 Key West Avenue
Rockville, Maryland 20850-3338
(301) 309-8504
(Copy to:)
R.W. Smith, Jr., Esquire
Piper Marbury Rudnick & Wolfe LLP
6225 Smith Avenue
Baltimore, Maryland 21209-3600
(410) 580-3000
---------------------------
<PAGE>
EXPLANATORY NOTE
Human Genome Sciences, Inc., a Delaware corporation (the "Registrant"),
filed a Registration Statement on Form S-8 on May 17, 1994 (file no. 33-79022)
to register shares of the Registrant's Common Stock, par value $0.01 par value
(the "Common Stock"), for offer or sale pursuant to the Human Genome Sciences,
Inc. 1993 Incentive and Non-qualified Stock Option Plan (the "1993 Plan"). The
Registrant adopted a new stock incentive plan, the Human Genome Sciences, Inc.
2000 Stock Incentive Plan (the "2000 Plan"), and merged the 1993 Plan into the
2000 Plan, on February 16, 2000.
Shares that were available for grant under the 1993 Plan immediately
prior to the merger of the plans became available for issuance under the 2000
Plan pursuant to the merger. In addition, if the outstanding awards granted
under the 1993 Plan expire or are forfeited, cancelled or otherwise terminated,
or if any shares of Common Stock are surrendered, or are withheld by the
Registrant, in connection with any outstanding awards granted under the 1993
Plan, the shares subject to such awards and the surrendered or withheld shares
will be available for issuance under the 2000 Plan. The total number of shares
subject to outstanding awards granted under the 1993 Plan and shares available
for grant under the 1993 Plan immediately prior to the merger of the plans is
273,364 shares (the "Carried Forward Shares").
Contemporaneously with the filing of this Post-Effective Amendment No.
1 to the Registration Statement on Form S-8 (file no. 33-79022), the Registrant
is filing a Registration Statement on Form S-8 to register shares of Common
Stock for offer or sale pursuant to the 2000 Plan, including but not limited to
the Carried Forward Shares. Accordingly, in accordance with the principles set
forth in 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, this Post-Effective Amendment No. 1 is hereby filed
(i) to reallocate the Carried Forward Shares from the 1993 Plan to the 2000
Plan, and (ii) to carry over the registration fees paid for the Carried Forward
Shares from the Registration Statement on Form S-8 filed for the 1993 Plan, to
the Registration Statement on Form S-8 for the 2000 Plan that is filed
contemporaneously with the filing of this Post-Effective Amendment No. 1.
<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
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>
