-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uy7UJkqwL2/1qXgfdB3sBGCmI8Lq1ymU8BsVCVajQBIdgmKYvmwC11r5+PrZOxv6 VRC34QKegQMNjRpcASvx5g== 0000950133-00-001086.txt : 20000327 0000950133-00-001086.hdr.sgml : 20000327 ACCESSION NUMBER: 0000950133-00-001086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000322 ITEM INFORMATION: FILED AS OF DATE: 20000324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUMAN GENOME SCIENCES INC CENTRAL INDEX KEY: 0000901219 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 223178468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14169 FILM NUMBER: 577932 BUSINESS ADDRESS: STREET 1: 9410 KEY W AVE CITY: ROCKVILLE STATE: MD ZIP: 20850-3338 BUSINESS PHONE: 3013098504 MAIL ADDRESS: STREET 1: 9410 KEY WEST AVE CITY: ROCKVILLE STATE: MD ZIP: 20850 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MARCH 22, 2000 Date of Report (Date of earliest event reported) HUMAN GENOME SCIENCES, INC. --------------------------- (Exact Name of Registrant as Specified in Charter)
DELAWARE 0-022962 22-3178468 -------- -------- ---------- (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
9410 KEY WEST AVENUE, ROCKVILLE, MARYLAND 20850-3338 ---------------------------------------------------- (Address of Principal Executive Offices) (ZIP Code) Registrant's telephone number, including area code: (301) 309-8504 -------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. CONVERSION OF 5% CONVERTIBLE SUBORDINATED NOTES DUE 2006 On March 2, 2000, Human Genome Sciences announced the call of its $200 million aggregate principal amount of 5% Convertible Subordinated Notes Due 2006 (the "Notes") for redemption on March 22, 2000. In lieu of redemption, holders were able to convert their Notes into Human Genome Sciences common stock at any time on or prior to March 21, 2000. The Notes were convertible into common stock at a price of $71.625 per share, which is equivalent to 13.9616 shares of common stock per $1,000 principal amount of Notes. All of the Notes were converted in lieu of redemption and, as a result, Human Genome Sciences issued approximately 2,792,292 shares of common stock. In addition, Human Genome Sciences made a "make-whole" payment of $150 per $1,000 principal amount of Notes, which resulted in a one-time charge to earnings of $30 million, or $0.55 per share, based on the weighted pro forma average shares outstanding during the month ended January 31, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HUMAN GENOME SCIENCES, INC. Date: March 24, 2000 By: /s/ Steven C. Mayer ----------------------- Steven C. Mayer Senior Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----