8-K 1 w64040e8vk.htm 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2008
HUMAN GENOME SCIENCES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation)
  0-22962
(Commission
File Number)
  22-3178468
(IRS Employer
Identification No.)
14200 Shady Grove Road, Rockville, Maryland 20850-7464
(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.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Section 5 — Corporate Governance and Management
Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On July 23, 2008, David P. Southwell was appointed to serve on the Board of Directors (the “Board”) of Human Genome Sciences, Inc. (the “Company”). Until recently, Mr. Southwell served as Executive Vice President and Chief Financial Officer of Sepracor, Inc., a research-based pharmaceutical company, where he had responsibility for Corporate Planning, Development and Licensing. Prior to joining Sepracor, Mr. Southwell was Vice President, Investment Banking Division, at Lehman Brothers in New York.
     In connection with his appointment to the Board, and pursuant to the Company’s Amended and Restated 2000 Stock Incentive Plan, as amended, the Company granted Mr. Southwell options to purchase 25,000 shares of the Company’s common stock at a price of $7.00 per share.
     There is no arrangement or understanding between Mr. Southwell and any other person pursuant to which Mr. Southwell was selected as a director. Mr. Southwell will serve as a member of the audit committee of the Board. Mr. Southwell does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or an executive officer. The Board has determined that Mr. Southwell is an independent director and a financial expert under applicable Nasdaq rules.
Section 9 — Financial Statements and Exhibits
Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits.
          99.1       Press release dated July 24, 2008.

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  HUMAN GENOME SCIENCES, INC.
 
 
  /s/ James H. Davis, Ph.D.    
  Name:   James H. Davis, Ph.D.   
  Title:   Executive Vice President, General Counsel and Secretary   
 
Date: July 24, 2008

 


 

INDEX TO EXHIBITS
     
Exhibit No.   Description
Exhibit 99.1
  Press Release dated July 24, 2008