S-8

As filed with the Securities and Exchange Commission on July 28, 2011
Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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	(I.R.S. Employer Identification No.)
incorporation or organization)
14200 Shady Grove Road
Rockville, Maryland	20850-7464
(Address of Principal Executive Offices)	(Zip Code)

HUMAN GENOME SCIENCES, INC.
SECOND AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full title of the plan)

	R.W. Smith, Jr., Esquire
James H. Davis	Jason Harmon, Esquire
Human Genome Sciences, Inc.	DLA Piper LLP (US)
14200 Shady Grove Road	6225 Smith Avenue
Rockville, Maryland	Baltimore, Maryland 21209-3600
(301) 309-8504	(410) 580-3000
(Name, address, telephone number,	(Copy to)
including area code, of agent for service)

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 þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

			Proposed maximum		Proposed maximum
Title of securities to	Amount to be		offering price		aggregate offering		Amount of
be registered (1)	registered (1)		per share (2)		price (2)		registration fee (2)
Common Stock, $0.01 par value		5,000,000	$	21.25	$	106,250,000	$	12,336

(1)

The Registrant previously registered shares of Common Stock to be offered or issued pursuant to prior versions of the Human Genome Sciences, Inc. Second Amended and Restated Stock Incentive Plan on Forms S-8 (File Nos. 333-44798, 333-66670, 333-89392, 333-104219, and 333-159003). This Registration Statement on Form S-8 covers additional shares of Common Stock to be offered or issued pursuant to the Human Genome Sciences, Inc. Second Amended and Restated Stock Incentive Plan. In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional shares of Common Stock, par value $0.01 per share, which may be issued pursuant to the Human Genome Sciences, Inc. Second Amended and Restated Stock Incentive Plan to prevent dilution from stock splits, stock dividends, or similar transactions.

(2)

Estimated solely for purposes of calculating the registration fee under Rule 457(c) and (h). The proposed maximum offering price per share, proposed maximum aggregate offering price, and the amount of the registration fee are based upon the average of the high and low prices of Human Genome Sciences, Inc. Common Stock on The NASDAQ Global Select Market on July 25, 2011 (i.e., $21.25). Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect to the additional securities registered on this Form S-8 only.

INCORPORATION BY REFERENCE

In accordance with General Instruction E to Form S-8, the contents of the Registration Statements filed by Human Genome Sciences, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) (File Nos. 333-44798, 333-66670, 333-89392, 333-104219, and 333-159003), with respect to securities offered pursuant to prior versions of the Company’s Second Amended and Restated Stock Incentive Plan are hereby incorporated by reference.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

EXHIBITS

EXHIBIT
NUMBER		DESCRIPTION
	4.1	Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed on March 31, 1994; Exhibit 3.3 to the Company’s Annual Report on Form 10-K/A, filed on April 3, 1998; Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 16, 1999; Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on July 31, 2001; Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 8, 2008; and Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on May 24, 2010)
	4.2	Amended and Restated By-Laws (incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K, filed on October 6, 2010)
	4.3	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (Registration No. 333-45272), filed on September 6, 2000)
	5.1	Opinion of DLA Piper LLP (US)
	23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	23.2	Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
	24.1	Power of Attorney (included on the signature page of this Registration Statement)
	99.1	Second Amended and Restated Stock Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 30, 2011)

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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 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on the 28 day of July, 2011.

HUMAN GENOME SCIENCES, INC.
By:	/s/ H. Thomas Watkins
	H. Thomas Watkins
	President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Each person whose signature appears below in so signing also makes, constitutes and appoints H. Thomas Watkins, President and Chief Executive Officer, David P. Southwell, Executive Vice President and Chief Financial Officer, and James H. Davis, Ph.D., Executive Vice President, General Counsel and Secretary, and each of them, and any successor or successors to such offices held by each of them, his or her true and lawful attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his or her substitute or substitutes may do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ H. Thomas Watkins	President, Chief Executive Officer	July 28, 2011
H. Thomas Watkins	and Director
	(Principal Executive Officer)
/s/ David P. Southwell	Executive Vice President and	July 28, 2011
David P. Southwell	Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)
/s/ Argeris N. Karabelas	Chairman of the Board	July 28, 2011
Argeris N. Karabelas, Ph.D.
/s/ Allan Baxter	Director	July 28, 2011
Allan Baxter
/s/ Richard J. Danzig	Director	July 28, 2011
Richard J. Danzig

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Signature	Title	Date
/s/ Colin Goddard	Director	July 28, 2011
Colin Goddard, Ph.D.
/s/ Maxine Gowen	Director	July 28, 2011
Maxine Gowen, Ph.D.
/s/ Tuan Ha-Ngoc	Director	July 28, 2011
Tuan Ha-Ngoc
/s/ John LaMattina	Director	July 28, 2011
John LaMattina, Ph.D.
/s/ Augustine Lawlor	Director	July 28, 2011
Augustine Lawlor
/s/ George J. Morrow	Director	July 28, 2011
George J. Morrow
/s/ Gregory Norden	Director	July 28, 2011
Gregory Norden
/s/ Robert C. Young	Director	July 28, 2011
Robert C. Young, M.D.

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EXHIBIT INDEX

EXHIBIT
NUMBER		DESCRIPTION
	4.1	Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed on March 31, 1994; Exhibit 3.3 to the Company’s Annual Report on Form 10-K/A, filed on April 3, 1998; Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 16, 1999; Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on July 31, 2001; Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 8, 2008; and Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on May 24, 2010)
	4.2	Amended and Restated By-Laws (incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K, filed on October 6, 2010)
	4.3	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (Registration No. 333-45272), filed on September 6, 2000)
	5.1	Opinion of DLA Piper LLP (US)
	23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	23.2	Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
	24.1	Power of Attorney (included on the signature page of this Registration Statement)
	99.1	Second Amended and Restated Stock Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 30, 2011)

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EX-5.1

EXHIBIT 5.1

DLA Piper LLP (US)
The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
T (410) 580-3000
F (410) 580-3001
W www.dlapiper.com

July 28, 2011

Human Genome Sciences, Inc.
14200 Shady Grove Road
Rockville, Maryland 20850-7464

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We serve as counsel to Human Genome Sciences, Inc., a Delaware corporation (the “Company”), and have been requested by the Company to render this opinion in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), for registration of up to 5,000,000 shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”) that may be issued pursuant to the Human Genome Sciences, Inc. Second Amended and Restated Stock Incentive Plan (the “Stock Incentive Plan”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

(a) The Registration Statement;

(b) The Restated Certificate of Incorporation (Fifth) filed with the Delaware Secretary of State (the “DSS”) on November 24, 1993, the Certificate of Amendment filed with the DSS on June 19, 1997, the Certificate of Amendment filed with the DSS on December 16, 1999, the Certificate of Designation filed with the DSS on May 28, 1998, the Certificate of Amendment filed on May 24, 2001 the Certificate of Ownership and Merger filed with the DSS on December 17, 2002, the Certificate of Amendment filed with the DSS on May 7, 2008, and the Certificate of Elimination of the Series A Junior Participating Preferred Stock filed with the DSS on May 20, 2010 (in the form attached to the Certificate (as defined below)) (the “Certificate of Incorporation”);

(c) The Amended and Restated By-Laws of the Company, as in effect on the date hereof (in the form attached to the Certificate) (the “By-Laws”);

(d) Resolutions (in the form attached to the Certificate) adopted by the Board of Directors of the Company relating to the authorization of the filing of the Registration Statement, the issuance of the Shares and the approval of the Stock Incentive Plan;

(e) The Stock Incentive Plan;

Human Genome Sciences, Inc.
July 28, 2011
Page 2

(f) A good standing certificate for the Company, dated as of a recent date, issued by the DSS; and

(g) A certificate executed by the Secretary of the Company (the “Certificate”), dated as of the date hereof, as to certain factual matters.

In expressing the opinion set forth below, we have assumed that each individual executing any of the Documents, whether on behalf of such individual or an entity, is legally competent to do so.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that the Shares have been duly authorized and, when issued against receipt of the consideration therefor in accordance with the Registration Statement and the terms of the Stock Incentive Plan, will be validly issued, fully paid and nonassessable.

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the foregoing). The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any jurisdiction.

We have also assumed that the Company will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue the Shares in accordance with the Stock Incentive Plan, the number of Shares which are then issuable and deliverable upon the settlement of awards under the Stock Incentive Plan.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the use of our name wherever it appears in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.

We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

Very truly yours,

/s/ DLA PIPER LLP (US)

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Human Genome Sciences, Inc. Second Amended and Restated Stock Incentive Plan of our reports dated February 24, 2011, with respect to the consolidated financial statements of Human Genome Sciences, Inc. and the effectiveness of internal control over financial reporting of Human Genome Sciences, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young, LLP  

Ernst & Young LLP
Baltimore, Maryland
July 26, 2011