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PROSPECTUS SUPPLEMENT NO. 3 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 the notes
and the underlying shares of our common stock. 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 14, 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. Selling holders, including their
transferees, pledgees or donees or their successors, may from time to time offer
and sell any or all of the notes and common stock into which the notes are
convertible.
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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
14, 2000.
The selling holders may offer all, some or none of the notes or
common stock into which the notes are convertible. Thus, we cannot estimate the
amount of the notes or 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 notes since the date on which they provided the information
about their notes 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 and our 5% 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 and our 5% Convertible Subordinated
Notes Due 2007.
<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>
Island Holdings .......... $ 35,000 488 488 --
William D. Fertig......... 250,000 3,490 3,490 --
-------- ----- ----- -----------
Total.................. $285,000 3,978 3,978 --
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</TABLE>
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. Further, the per share conversion price, and
therefore the number of shares of common stock issuable upon conversion of the
notes, is subject to adjustment. As a result, the number of shares of common
stock into which the notes are convertible may increase or decrease.
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