As filed with the Securities and Exchange Commission on August 9, 2012
Registration No. 333-44798
Registration No. 333-66670
Registration No. 333-89392
Registration No. 333-104219
Registration No. 333-142713
Registration No. 333-156334
Registration No. 333-159003
Registration No. 333-175833
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-44798
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-66670
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-89392
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-104219
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-142713
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-156334
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-159003
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-175833
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUMAN GENOME SCIENCES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 22-3178468 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
14200 Shady Grove Road Rockville, Maryland |
20850-7464 | |
(Address of Principal Executive Offices) | (Zip Code) |
HUMAN GENOME SCIENCES, INC. EMPLOYEE STOCK PURCHASE PLAN
HUMAN GENOME SCIENCES, INC. NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN
HUMAN GENOME SCIENCES, INC. SECOND AMENDED AND RESTATED STOCK INCENTIVE PLAN
HUMAN GENOME SCIENCES, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN
HUMAN GENOME SCIENCES, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
HUMAN GENOME SCIENCES, INC. 2000 STOCK INCENTIVE PLAN
(Full titles of the Plans)
William J. Mosher
Human Genome Sciences, Inc.
c/o GlaxoSmithKline plc
One Franklin Plaza
200 North 16th Street
Philadelphia, PA 19102
(215) 751-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Victor I. Lewkow, Esq. Benet OReilly, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 212-225-2000 |
Adam O. Emmerich, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 212-403-1000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one:)
Large accelerated filer |
x | Accelerated filer | ¨ | |||
Non-accelerated filer |
¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE:
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments No. 1 to Registration Statements on Form S-8 relate to the following Registration Statements of Human Genome Sciences, Inc., a Delaware corporation (the Registrant) on Form S-8 (collectively, the Registration Statements) filed by the Registrant with the Securities and Exchange Commission (the SEC):
| Registration Statement No. 333-44798, registering 13,804,454 shares of the Registrants common stock, $0.01 par value (Common Stock) under the Human Genome Sciences, Inc. 2000 Stock Incentive Plan and 250,000 shares of Common Stock and an indeterminate number of participation interests under the Human Genome Sciences, Inc. Employee Stock Purchase Plan; |
| Registration Statement No. 333-66670, registering 6,259,627 shares of Common Stock under the Human Genome Sciences, Inc. Amended and Restated 2000 Stock Incentive Plan; |
| Registration Statement No. 333-89392, registering 6,413,920 shares of Common Stock under the Human Genome Sciences, Inc. Amended and Restated 2000 Stock Incentive Plan; |
| Registration Statement No. 333-104219, registering 6,442,527 shares of Common Stock under the Human Genome Sciences, Inc. Amended and Restated 2000 Stock Incentive Plan; |
| Registration Statement No. 333-142713, registering 150,000 shares of Common Stock under the Non-Employee Director Equity Compensation Plan and 500,000 shares of Common Stock and an indeterminate number of participation interests under the Human Genome Sciences, Inc. Employee Stock Purchase Plan; |
| Registration Statement No. 333-156334, registering 1,000,000 shares of Common Stock under the Human Genome Sciences, Inc. Employee Stock Purchase Plan; |
| Registration Statement No. 333-159003, registering 1,500,000 shares of Common Stock under the Human Genome Sciences, Inc. Amended and Restated Stock Incentive Plan; and |
| Registration Statement No. 333-175833, registering 5,000,000 shares of Common Stock under the Human Genome Sciences, Inc. Second Amended and Restated Stock Incentive Plan. |
On August 2, 2012, pursuant to that certain Agreement and Plan of Merger dated July 16, 2012 (the Merger Agreement) by and among the Registrant, GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (Parent) and H. Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent, the Registrant became a wholly owned subsidiary of Parent. As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of the Registrants securities pursuant to the Registration Statements.
Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant that had been registered for issuance but remain unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these Post-Effective Amendments No. 1 to the Registration Statements on Form S-8 and has duly caused these Post-Effective Amendments No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on August 9, 2012.
HUMAN GENOME SCIENCES, INC. | ||
By: | /s/ Chester Koczynski | |
Chester Koczynski | ||
President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Chester Koczynski | President and Director | |||
Chester Koczynski | (Principal Executive Officer) | August 9, 2012 | ||
/s/ Norman J. Vojir | Treasurer and Director | |||
Norman J. Vojir | (Principal Financial and Accounting Officer) | August 9, 2012 |