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PROSPECTUS SUPPLEMENT NO. 2 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 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. 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
7, 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>
Boulder Capital Inc. ................. $ 2,750,000 76,744 38,394 38,350
Boulder II Limited ................... 3,750,000 104,706 52,356 52,350
Credit Suisse First Boston Corporation 4,980,000 69,528 69,528 --
NALCO Chemical Company ............... 320,000 4,467 4,467 --
Onex Industrial Partners Limited ..... 1,250,000 34,902 17,452 17,450
Pebble Capital Inc. .................. 250,000 6,940 3,490 3,450
Q ----------- ----------- ----------- -----------
Total ............................. $13,300,000 297,287 185,687 111,600
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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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