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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
| þ | Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the Fiscal Year Ended December 31, 2010
OR
| o | Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
| COMMISSION FILE NUMBERS | 333-44798 333-142713 333-156334 |
HUMAN GENOME SCIENCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan and the address of the plan,
if different from that of the issuer named below)
HUMAN GENOME SCIENCES, INC.
(Name of issuer of the securities held pursuant to the plan)
14200 Shady Grove Road, Rockville, Maryland 20850-7464
(Address of principal executive office)
(Address of principal executive office)
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REQUIRED INFORMATION
| (a) | Financial Statements of the Plan, as of December 31, 2010 (beginning on the
next page of this document) |
| (b) | Exhibits |
| 23.1 | Consent of Independent Registered Public Accounting Firm —
Stout, Causey & Horning, P.A. |
|||
| 23.2 | Consent of Independent Registered Public Accounting Firm —
Reznick Group, P.C. |
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FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
HUMAN GENOME SCIENCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
EMPLOYEE STOCK PURCHASE PLAN
AS OF DECEMBER 31, 2010 AND 2009 AND
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008
Human Genome Sciences, Inc.
Employee Stock Purchase Plan
Employee Stock Purchase Plan
TABLE OF CONTENTS
For the years ended December 31, 2010, 2009 and 2008
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Human Genome Sciences, Inc. as
Administrator of the Human Genome Sciences, Inc.
Employee Stock Purchase Plan
Administrator of the Human Genome Sciences, Inc.
Employee Stock Purchase Plan
We have audited the accompanying statement of net assets available for plan benefits of the Human
Genome Sciences, Inc. Employee Stock Purchase Plan as of December 31, 2010, and the related
statement of changes in net assets available for plan benefits for the year then ended. These
financial statements are the responsibility of the administrator. Our responsibility is to express
an opinion on the 2010 financial statements based on our audit. The statement of net assets
available for plan benefits of the Plan as of December 31, 2009 and the statements of changes in
net assets available for plan benefits for the years ended December 31, 2009 and 2008, as restated,
were audited by other auditors. Their report, dated March 24,
2010, except for Note 3 as to which the date is March 31, 2011, expressed an unqualified
opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 2010 financial statements referred to above present fairly, in all material
respects, the net assets available for plan benefits of the Human Genome Sciences, Inc. Employee
Stock Purchase Plan as of December 31, 2010 and the changes in its net assets available for plan
benefits for the year then ended, in conformity with accounting principles generally accepted in
the United States of America.
/s/Stout, Causey & Horning, P.A.
Sparks, Maryland
March 31, 2011
Sparks, Maryland
March 31, 2011
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Human Genome Sciences, Inc.
Employee Stock Purchase Plan
Employee Stock Purchase Plan
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
AVAILABLE FOR PLAN BENEFITS
| As of December 31, | 2010 | 2009 | ||||||
Assets |
||||||||
Receivable from employer |
$ | 736,821 | $ | 235,005 | ||||
Total Assets |
736,821 | 235,005 | ||||||
Liabilities |
||||||||
Benefits payable to participants |
714,167 | 145,189 | ||||||
Withdrawals payable |
22,654 | 89,816 | ||||||
Total Liabilities |
736,821 | 235,005 | ||||||
Net Assets Available for
Plan Benefits |
$ | — | $ | — | ||||
The accompanying notes are an integral part of these financial statements.
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Human Genome Sciences, Inc.
Employee Stock Purchase Plan
Employee Stock Purchase Plan
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
AVAILABLE FOR PLAN BENEFITS
| 2009 as | 2008 as | |||||||||||
| For the Years Ended December 31, | 2010 | Restated | Restated | |||||||||
Changes in Net Assets Available for
Plan Benefits: |
||||||||||||
Participant Contributions |
$ | 1,521,411 | $ | 886,464 | $ | 1,211,000 | ||||||
Terminations and Withdrawals |
(91,152 | ) | (328,524 | ) | (222,210 | ) | ||||||
Conversion into Shares of Common Stock |
(1,430,259 | ) | (557,940 | ) | (988,790 | ) | ||||||
Net Increase (Decrease) |
— | — | — | |||||||||
Net Assets Available for Plan Benefits: |
||||||||||||
Beginning of year |
— | — | — | |||||||||
End of year |
$ | — | $ | — | $ | — | ||||||
The accompanying notes are an integral part of these financial statements.
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Human Genome Sciences, Inc.
Employee Stock Purchase Plan
Employee Stock Purchase Plan
NOTES TO FINANICAL STATEMENTS
For the years ended December 31, 2010, 2009 and 2008
NOTE 1 — DESCRIPTION OF THE PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Plan Description
The following description of the Human Genome Sciences, Inc. Employee Stock Purchase Plan (the
Plan) provides only general information. Participants should refer to the Plan agreement for a
complete description of the Plan’s provisions.
General
The Human Genome Sciences, Inc. Employee Stock Purchase Plan (the Plan) was approved by the
stockholders of Human Genome Sciences, Inc. (the Employer) effective May 24, 2000, to enable
eligible employees of the Employer and its designated subsidiaries to purchase shares of the
Employer’s common stock through after-tax payroll deductions. The Plan is intended to benefit
the Employer by increasing the employees’ interest in the Employer’s growth and success, and
encouraging employees to remain employees of the Employer or its designated subsidiaries. The
Plan covers substantially all of the employees of the Employer and its designated subsidiaries.
The Plan is governed by Section 423 of the Internal Revenue Code and is not subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
As of December 31, 2010 and 2009, the total number of shares of $0.01 par value common stock of
the Employer that are registered for purchase by participants is 2,000,000. Common stock
reserved for future employee purchases under the Plan aggregated 664,650 and 736,447 as of
December 31, 2010 and 2009, respectively. There are no other investment options for
participants.
Any regular full-time employee or regular part-time employee of the Employer or its designated
subsidiaries who has completed at least 90 days of employment may participate in the Plan,
provided that they are scheduled to work at least 20 hours per week and they own less than 5%
of the Employer’s common stock.
Option periods and purchase periods are determined at the discretion of the Compensation
Committee of the Employer’s Board of Directors (the Administrator). The years ended December
31, 2010 and 2009 each contained one option period that coincided with the calendar year and
consisted of two purchase periods: January 1 through June 30 and July 1 through December 31.
Employees not eligible to participate in the Plan on the first day of the calendar year option
period were permitted to participate in an interim option period that commenced July 1 and
ended December 31 of the respective year, provided that they were eligible participants as of
July 1 of that year.
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Human Genome Sciences, Inc.
Employee Stock Purchase Plan
Employee Stock Purchase Plan
NOTES TO FINANICAL STATEMENTS
For the years ended December 31, 2010, 2009 and 2008
NOTE 1 — DESCRIPTION OF THE PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
General — (Continued)
Participants may contribute after-tax payroll deductions on a per payroll basis of between $25
and 10% of their base salary and overtime pay. The Employer does not provide a matching or
discretionary contribution. Contributions do not earn interest. Participants’ payroll
deductions are accumulated during the purchase period. Shares of common stock, including any
fractional amounts, are valued on the last day of the purchase period at a purchase price equal
to 85% of the fair market value, as defined by the Plan, of the common stock on the first
trading day of the option period or last trading day of the purchase period, whichever is
lower. Shares of common stock are purchased effective as of the close of business on the last
trading day of the purchase period. All shares purchased are deposited in the participants’
personal investment accounts outside of the Plan.
Full-year participants are not permitted to purchase common stock in any one calendar year
having an aggregate fair market value in excess of $25,000 determined as of the first trading
date of the purchase period as to shares purchased during such period. The Administrator
adopted a rule of administration that limited, to 1,000 shares, the maximum number of shares
that could be purchased by a participant during the option periods ended December 31, 2009.
Funds from participants’ payroll deductions are commingled with other general corporate funds
and are not segregated by the Employer.
In the event of a participant’s termination, death or retirement, any remaining account balance
will be distributed to the participant or the participant’s estate.
The Plan may be terminated at any time by the Company’s Board of Directors.
Administrative Expenses
All expenses incurred in the administration of the Plan are paid by the Employer.
Basis of Financial Statements
The accompanying financial statements are presented on the accrual basis of accounting.
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Human Genome Sciences, Inc.
Employee Stock Purchase Plan
Employee Stock Purchase Plan
NOTES TO FINANICAL STATEMENTS
For the years ended December 31, 2010, 2009 and 2008
NOTE 1 — DESCRIPTION OF THE PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of additions to and deductions from Plan assets during the
reporting period. Actual results could differ from those estimates.
Codification of Accounting Standards
The Plan adopted, as of July 1, 2009, the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the preparation of financial
statements in conformity with GAAP. The ASC does not change authoritative guidance. Accordingly,
implementing the ASC did not change any of the Plan’s accounting and, therefore, did not have an
impact on the results of the Plan. References to authoritative GAAP literature have been updated
accordingly.
Income Tax Status
The Administrator believes that the Plan is currently designed and being operated in compliance
with Section 423 of the Internal Revenue Code as of the date of these financial statements.
Subsequent Events
The Plan evaluated for disclosure any subsequent events through the report issuance date and
determined there were no material events that warrant disclosure.
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Human Genome Sciences, Inc.
Employee Stock Purchase Plan
Employee Stock Purchase Plan
NOTES TO FINANICAL STATEMENTS
For the years ended December 31, 2010, 2009 and 2008
NOTE 2 — RESTATEMENT OF THE PRESENTATION OF THE STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
The presentation of the statements of changes in net assets available for plan benefits for the
years ended December 31, 2009 and 2008 have been restated to reflect an adjustment made with
respect to participant contributions and terminations and withdrawals. The restatement has no
impact on the net increase (decrease) in net assets available for plan benefits for the two
years presented. The following table illustrates the impact by financial statement line item:
| As Reported | Adjustment | As Restated | ||||||||||
Year Ended December 31, 2009 |
||||||||||||
Participant Contributions |
$ | 826,536 | $ | 59,928 | $ | 886,464 | ||||||
Terminations and Withdrawals |
$ | (268,596 | ) | $ | (59,928 | ) | $ | (328,524 | ) | |||
Year Ended December 31, 2008 |
||||||||||||
Participant Contributions |
$ | 1,170,604 | $ | 40,396 | $ | 1,211,000 | ||||||
Terminations and Withdrawals |
$ | (181,814 | ) | $ | (40,396 | ) | $ | (222,210 | ) | |||
NOTE 3 — OTHER MATTERS
The Employer amended eligibility requirements and the dates on which the purchase price is
calculated in the Plan effective for the Plan year beginning January 1, 2011.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Compensation Committee of
the Board of Directors of Human Genome Sciences, Inc. (Administrator of the Plan) has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUMAN GENOME SCIENCES, INC. EMPLOYEE STOCK PURCHASE PLAN |
||||
| By: | /s/ H. Thomas Watkins | |||
| H. Thomas Watkins | ||||
| President and Chief Executive Officer | ||||
| By: | /s/ David P. Southwell | |||
| David P. Southwell | ||||
| Executive Vice President and Chief Financial Officer | ||||
Date:
March 31, 2011
