S-8

As filed with the Securities and Exchange Commission on May 30, 2002
Registration No. 333-                

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)

9410 Key West Avenue
Rockville, Maryland	20850-3338
(Address of principal executive offices)	(Zip Code)

HUMAN GENOME SCIENCES, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
(Full title of plan)

(Name, address and telephone
number of agent for service)	(Copy to:)
William A. Haseltine, Ph.D.	R.W. Smith, Jr., Esquire
Human Genome Sciences, Inc.	Piper Rudnick LLP
9410 Key West Avenue	6225 Smith Avenue
Rockville, Maryland 20850-3338	Baltimore, Maryland 21209-3600
(301) 309-8504	(410) 580-3000

CALCULATION OF REGISTRATION FEE

				Proposed			Proposed
	Amount			Maximum			Maximum			Amount of
	to be			Offering			Aggregate			Registration
Title of Securities to be Registered	Registered			Price Per Unit			Offering Price			Fee
Common Stock, par value $0.01 per share (1)		6,413,920	(2)(3)	$	16.775	(4)	$	107,593,508	(4)	$	9,898.60	(4)

(1)	Includes rights (“Rights”) to purchase shares of the Registrant’s junior participating preferred stock, issuable pursuant to that certain Rights Agreement between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, dated as of May 20, 1998. The value attributable to the Rights, if any, is reflected in the market price of the Common Stock.
(2)	The shares of Common Stock of the Registrant (the “Common Stock”) registered on this Registration Statement are in addition to shares of Common Stock registered on Forms S-8 filed on August 30, 2000 (file number 333-44798) and August 3, 2001 (file number 333-66670).
(3)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued pursuant to the Amended and Restated 2000 Stock Incentive Plan by reason of stock splits, stock dividends or similar transactions.
(4)	Estimated solely for the 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 on the average of the daily high and low sale prices of the Common Stock on the NASDAQ National Market system on May 23, 2002 (i.e., $16.775).

INCORPORATION BY REFERENCE

     Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements filed on Forms S-8 by Human Genome Sciences, Inc. (the “Registrant”) on August 30, 2000 (file number 333-44798) and August 3, 2001 (file number 333-66670) with respect to securities offered pursuant to the Human Genome Sciences, Inc. Amended and Restated 2000 Stock Incentive Plan are incorporated by reference herein.

     In addition, the following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001;
(b)	All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31, 2001; and
(c)	The description of Common Stock of the Registrant contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

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

ITEM 8. EXHIBITS.

EXHIBIT
NUMBER	DESCRIPTION
4.1	Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993, Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1997, as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 16, 1999, and Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, and incorporated herein by reference)
4.2	By-Laws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference)
4.3	Rights Agreement between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, dated as of May 20, 1998 (filed as Exhibit 4 of the Registrant’s Current Report on Form 8-K filed on May 28, 1998, and incorporated herein by reference).
4.4	Indenture dated as of June 25, 1999 between the Registrant and The Bank of New York, as trustee, including the form of 5-1/2% Convertible Subordinated Notes due 2006 (filed as Exhibit 4.1 to the Registrant’s Form 8-K filed June 28, 1999)

4.5	Indenture dated as of February 1, 2000 between the Registrant and The Bank of New York, as trustee, including the form of 5% Convertible Subordinated Notes due 2007 (filed as Exhibit 4.1 to the Registrant’s Form 8-K filed February 2, 2000)
4.6	Indenture dated as of March 10, 2000 between the Registrant and The Bank of New York, as trustee, including the form of 3-3/4% Convertible Subordinated Notes due 2007 (filed as Exhibit 4.1 to the Registrant’s Form 8-K filed March 13, 2000)
4.7	Human Genome Sciences, Inc. Amended and Restated 2000 Stock Incentive Plan (filed as Exhibit A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed April 18, 2001, and incorporated herein by reference).
5.1*	Opinion of Piper Rudnick LLP, counsel for the Registrant, regarding the legal validity of the shares of Common Stock being registered under this Registration Statement
23.1*	Consent of Piper Rudnick LLP, counsel for the Registrant (contained in Exhibit 5.1)
23.2*	Consent of Ernst & Young LLP, Independent Auditors
24.1*	Power of Attorney (included on Signature Page)

* Filed herewith.

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 30th day of May, 2002.

HUMAN GENOME SCIENCES, INC.
By:	/s/ William A. Haseltine, Ph.D. William A. Haseltine, Ph.D. Chairman of the Board and Chief Executive Officer

POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and Directors of Human Genome Sciences, Inc., a Delaware corporation (the “Corporation”), hereby constitute and appoint William A. Haseltine, Ph.D., and Craig A. Rosen, Ph.D., and each of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in either or both of them, to sign for the undersigned and in their respective names as officers and as Directors of the Corporation, a Registration Statement on Form S-8 (or other appropriate form) (the “Registration Statement”) relating to the proposed issuance of Common Stock, par value $0.01 per share, of the Corporation pursuant to the exercise of stock options and other awards granted under the Human Genome Sciences, Inc. Amended and Restated 2000 Stock Incentive Plan (or any and all amendments, including post-effective amendments, to such Registration Statement) and file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with full power of substitution, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

     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 date indicated.

Signature	Title	Date
/s/ William A. Haseltine, Ph.D. William A. Haseltine, Ph.D.	Chairman of the Board and Chief Executive Officer (principal executive officer)	May 30, 2002
/s/ Craig A. Rosen, Ph.D. Craig A. Rosen, Ph.D.	Executive Vice President, Research and Development and Director	May 30, 2002
/s/ Steven C. Mayer Steven C. Mayer	Senior Vice President and Chief Financial Officer (principal financial and accounting officer)	May 30, 2002
/s/ Richard J. Danzig Richard J. Danzig	Director	May 30, 2002
Jurgen Drews, M.D.	Director	May 30, 2002
Richard C. Holbrooke	Director	May 30, 2002
/s/ Robert Hormats Robert Hormats	Director	May 30, 2002
/s/ Argeris (Jerry) N. Karabelas, Ph.D. Argeris (Jerry) N. Karabelas, Ph.D.	Director	May 30, 2002
/s/ Max Link, Ph.D. Max Link, Ph.D.	Director	May 30, 2002
/s/ Alan G. Spoon Alan G. Spoon	Director	May 30, 2002
/s/ Laura D’Andrea Tyson, Ph.D. Laura D’Andrea Tyson, Ph.D.	Director	May 30, 2002
/s/ James Barnes Wyngaarden, M.D. James Barnes Wyngaarden, M.D.	Director	May 30, 2002

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
4.1	Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993, Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1997, as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 16, 1999, and Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, and incorporated herein by reference)
4.2	By-Laws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference)
4.3	Rights Agreement between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, dated as of May 20, 1998 (filed as Exhibit 4 of the Registrant’s Current Report on Form 8-K filed on may 28, 1998, and incorporated herein by reference).
4.4	Indenture dated as of June 25, 1999 between the Registrant and The Bank of New York, as trustee, including the form of 5-1/2% Convertible Subordinated Notes due 2006 (filed as Exhibit 4.1 to the Registrant’s Form 8 -K filed June 28, 1999)
4.5	Indenture dated as of February 1, 2000 between the Registrant and The Bank of New York, as trustee, including the form of 5% Convertible Subordinated Notes due 2007 (filed as Exhibit 4.1 to the Registrant’s Form 8-K filed February 2, 2000)
4.6	Indenture dated as of March 10, 2000 between the Registrant and The Bank of New York, as trustee, including the form of 3-3/4% Convertible Subordinated Notes due 2007 (filed as Exhibit 4.1 to the Registrant’s Form 8-K filed March 13, 2000)
4.7	Human Genome Sciences, Inc. Amended and Restated 2000 Stock Incentive Plan (filed as Exhibit A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed April 18, 2001, and incorporated herein by reference).
5.1*	Opinion of Piper Rudnick LLP, counsel for the Registrant, regarding the legal validity of the shares of Common Stock being registered under this Registration Statement
23.1*	Consent of Piper Rudnick LLP, counsel for the Registrant (contained in Exhibit 5.1)
23.2*	Consent of Ernst & Young LLP, Independent Auditors
24.1*	Power of Attorney (included on Signature Page)

* Filed herewith.

EX-5.1 3 w61096exv5w1.htm OPINION OF PIPER RUDNICK LLP

EXHIBIT 5.1

[PIPER RUDNICK LLP LOGO]
	6225 Smith Avenue
	Baltimore, Maryland 21209-3600
	main 410.580.3000 fax 410.580.3001

May 29, 2002

Human Genome Sciences, Inc.
9410 Key West Avenue
Rockville, Maryland 20850-3338

Ladies and Gentlemen:

     We have acted as counsel to Human Genome Sciences, Inc., a Delaware Corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) registering 6,413,920 shares of Common Stock, par value $.0l per share (the “Plan Shares”), issuable pursuant to the exercise of stock options and other awards granted or to be granted under the Company’s Amended and Restated 2000 Stock Incentive Plan (the “Plan”).

     We have examined copies of the Company’s Certificate of Incorporation (as amended), By-Laws (as amended), the Plan, all resolutions adopted by the Company’s Board of Directors relating to the above and other records and documents that we have deemed necessary for the purpose of this opinion. We have also examined such other documents, papers, statutes and authorities as we have deemed necessary to form a basis for this opinion. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to this opinion, we have relied on statements and certificates of officers and representatives of the Company and others.

     Based upon the foregoing, we are of the opinion that Plan Shares issuable under the Plan have been duly authorized and will be (when issued, sold and delivered as authorized) validly issued, fully paid and non-assessable.

     The opinion set forth herein is limited to matters governed by the laws of the State of Delaware and the Federal laws of the United States of America, and we express no opinion as to any other laws.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

Very truly yours,
 

PIPER RUDNICK LLP
 

/s/ Piper Rudnick LLP

EX-23.2 4 w61096exv23w2.htm CONSENT OF ERNST & YOUNG LLP

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-   ), pertaining to the Human Genome Sciences, Inc. Amended and Restated 2000 Stock Incentive Plan, of our report dated February 12, 2002, with respect to the consolidated financial statements of Human Genome Sciences, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

McLean, Virginia
May 29, 2002

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