UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2009
HUMAN GENOME SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 0-022962 (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
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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement | ||||||||
Item 9.01. Financial Statements and Exhibits. | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
EX-1.1 | ||||||||
EX-99.1 |
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On July 28, 2009, Human Genome Sciences, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. and Citigroup Global Markets Inc., as representatives of the several underwriters named onSchedule I thereto (collectively, the “Underwriters”), relating to an underwritten public offering of 26,697,250 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which includes 3,482,250 shares of Common Stock sold upon exercise by the Underwriters of their option to purchase additional shares of Common Stock, at a public offering price of $14.00 per share. On July 29, 2009, the Underwriters exercised their option to purchase all of the additional shares of the Common Stock. The offering is expected to close on August 3, 2009, subject to customary closing conditions.
The Company intends to use the net proceeds of approximately $357 million from the offering of the Common Stock for general corporate purposes, including clinical trial, research and development, general and administrative and manufacturing expenses, as well as for potential sales and marketing activities. The Company may also use a portion of the proceeds for the potential acquisition of, or investment in, companies, products or technologies that complement the Company’s business. While the Company evaluates company, product, technology and similar opportunities from time to time, the Company currently has no material agreements or commitments with respect to any such acquisition or investment. The Company also may use a portion of the net proceeds to repay, repurchase or retire all or a portion of the Company’s 2 1/4% Convertible Subordinated Notes due 2011 and 2 1/4% Convertible Subordinated Notes due 2012. Until the Company uses the net proceeds of the offering, the Company intends to invest the net proceeds in interest-bearing investment securities, such as U.S. Treasury and government agency obligations, high grade debt securities and commercial paper.
The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-155769) previously filed with the Securities and Exchange Commission.
The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The description of the Underwriting Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.
A copy of the press release announcing the pricing of the offering is filed as Exhibit 99.1 and is incorporated by reference herein.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 | Underwriting Agreement, dated July 28, 2009, among the Company and Goldman, Sachs & Co. and Citigroup Global Markets Inc., as representatives of the several underwriters named onSchedule I thereto. | ||
99.1 | Press release announcing the pricing of the underwritten offering dated July 28, 2009. |
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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. | ||||
By: | /s/ James H. Davis | |||
Name: | James H. Davis, Ph.D. | |||
Title: | Executive Vice President, General Counsel and Secretary | |||
Date: August 3, 2009
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INDEX TO EXHIBITS
Exhibit No. | Description | |
Exhibit 1.1 | Underwriting Agreement, dated July 28, 2009, among the Company and Goldman, Sachs & Co. and Citigroup Global Markets Inc., as representatives of the several underwriters named onSchedule I thereto. | |
Exhibit 99.1 | Press release announcing the pricing of the underwritten offering dated July 28, 2009. |
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