HGSI Pengajuan SEC - Human Genome Sciences Inc- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Human Genome Sciences Inc

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

February 14, 2013	SC 13G/A	HGSI / Human Genome Sciences Inc / TCW GROUP INC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Human Genome Sciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 444903108 (CUSIP Number) 12/31/2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc
August 13, 2012	15-12B	- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NUMBER: 001-14169 HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specifie
August 9, 2012	S-8 POS	- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 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.
August 9, 2012	S-8 POS	- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 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.
August 9, 2012	S-8 POS	- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 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.
August 9, 2012	S-8 POS	- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 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.
August 9, 2012	POS AM	- POST-EFFECTIVE AMENDMENT TO FORM S-3 Post-Effective Amendment to Form S-3 As filed with the Securities and Exchange Commission on August 9, 2012 Registration No.
August 9, 2012	POSASR	- POST-EFFECTIVE AMENDMENT TO FORM S-3 Post-Effective Amendment to Form S-3 As filed with the Securities and Exchange Commission on August 9, 2012 Registration No.
August 9, 2012	S-8 POS	- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 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.
August 9, 2012	S-8 POS	- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 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.
August 9, 2012	S-8 POS	- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 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.
August 9, 2012	S-8 POS	- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 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.
August 8, 2012	8-K	Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K Form 8-K 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 August 2, 2012 Date of Report (Date of Earliest Event Reported) HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-14169 22-3178468 (State or other jurisdiction of incorporation)
August 8, 2012	EX-3.2	AMENDED AND RESTATED BYLAWS H. ACQUISITION CORP. ARTICLE I EX-3.2 3 d392416dex32.htm AMENDED BYLAWS OF HUMAN GENOME SCIENCES, INC. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF H. ACQUISITION CORP. ARTICLE I OFFICES SECTION 1.01. REGISTERED OFFICE. The registered office shall be established and maintained at the office of Corporation Service Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said corporation shall
August 8, 2012	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HUMAN GENOME SCIENCES, INC. ARTICLE ONE EX-3.1 2 d392416dex31.htm AMENDED CHARTER OF HUMAN GENOME SCIENCES, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HUMAN GENOME SCIENCES, INC. ARTICLE ONE The name of the Company is Human Genome Sciences, Inc. (the “Company”). ARTICLE TWO The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington
August 3, 2012	EX-99.(A)(5)(K)	Friday 3 August 2012, London UK – LSE Announcement Text of press release Exhibit (a)(5)(K) Friday 3 August 2012, London UK – LSE Announcement GSK Completes Acquisition of Human Genome Sciences GlaxoSmithKline plc (LSE: GSK) today announced that it has completed its acquisition of Human Genome Sciences (NASDAQ: HGSI) for US$3.
August 3, 2012	SC TO-T/A	- AMENDMENT NO. 13 TO THE SCHEDULE TO Amendment No. 13 to the Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 13) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON
August 1, 2012	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement - FORM 8-K Form 8-K 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 30, 2012 HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-14169 22-3178468 (State or other jurisdiction of incorporation o
July 31, 2012	SC 13D/A	HGSI / Human Genome Sciences Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Human Genome Sciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 444903108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized t
July 30, 2012	SC TO-T/A	- AMENDMENT NO. 12 TO SCHEDULE TO Amendment No. 12 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 12) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOC
July 30, 2012	EX-99.(A)(5)(J)	Monday 30 July, 2012, London UK – LSE Announcement EX-99.(A)(5)(J) 2 d387469dex99a5j.htm TEXT OF PRESS RELEASE Exhibit (a)(5)(J) Monday 30 July, 2012, London UK – LSE Announcement GSK announces acquisition of 79% of Human Genome Sciences shares; commences subsequent offering period GlaxoSmithKline plc (LSE: GSK) today announced the results of its initial tender offer for all outstanding shares of Human Genome Sciences (NASDAQ: HGSI) for US$14.25 p
July 26, 2012	SC 14D9/A	- AMENDMENT NO. 16 TO SCHEDULE 14D-9 Amendment No. 16 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 16) HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Ti
July 26, 2012	10-Q	Quarterly Report - FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
July 26, 2012	CORRESP	- Correspondence SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005-2111 —— TEL: (202) 371-7000 FAX: (202) 393-5760 www.skadden.com July 26, 2012 FIRM/AFFILIATE OFFICES —— BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON —— BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA V
July 26, 2012	SC TO-T/A	- AMENDMENT NO. 11 TO SCHEDULE TO Amendment No. 11 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 11) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOC
July 25, 2012	SC TO-T/A	- AMENDMENT NO. 10 TO SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (Title of Cla
July 25, 2012	SC 14D9/A	- AMENDMENT NO. 15 TO SCHEDULE 14D-9 Amendment No. 15 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 15) HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Ti
July 23, 2012	SC TO-T/A	- AMENDMENT NO. 9 TO SCHEDULE TO Amendment No. 9 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK,
July 23, 2012	EX-99.A.28	HGS – GSK Acquisition Stock FAQ for Employees – 23July2012 EX-99.A.28 2 d383775dex99a28.htm EXHIBIT A(28) Exhibit (a)(28) HGS – GSK Acquisition Stock FAQ for Employees – 23July2012 What is the structure of the acquisition transaction? The acquisition will occur in a two-step process – a tender offer to acquire outstanding shares of HGS stock followed by a merger of HGS with a subsidiary of GSK. Consequently, there will be two “closings” – a tender offer c
July 23, 2012	SC 14D9/A	- SCHEDULE 14D-9 -- AMENDMENT NO. 13 Schedule 14D-9 - Amendment No. 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 13) HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Tit
July 23, 2012	CORRESP	- Correspondence SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005-2111 TEL: (202) 371-7000 FAX: (202) 393-5760 www.skadden.com July 23, 2012 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA Via EDGAR
July 23, 2012	SC 14D9/A	- AMENDMENT #14 TO SCHEDULE 14D-9 AMENDMENT #14 TO SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
July 20, 2012	SC 13D	HGSI / Human Genome Sciences Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Human Genome Sciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 444903108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices
July 19, 2012	SC TO-T/A	- SCHEDULE TO - AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (Title of Clas
July 19, 2012	EX-99.(A)(1)(H)	AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) Human Genome Sciences, Inc. at an Increased Purchase Price of $14.25 Net Per Share Pursuant to the Offer to Purchas Form of Amended and Restated Letter of Transmittal Exhibit (a)(1)(H) AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Human Genome Sciences, Inc.
July 19, 2012	EX-99.(A)(1)(G)	Supplement to Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) Human Genome Sciences, Inc. $14.25 Net Per Share H. Acquisition Corp. A Wholly Owned Subsidiary of GlaxoSmithKl EX-99.(A)(1)(G) 2 d384892dex99a1g.htm SUPPLEMENT TO OFFER TO PURCHASE DATED JULY 19, 2012 Exhibit (a)(1)(G) Supplement to Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Human Genome Sciences, Inc. at $14.25 Net Per Share by H. Acquisition Corp. A Wholly Owned Subsidiary of GlaxoSmithKline plc THE OFFER (AS EXTENDED) A
July 19, 2012	EX-99.E.29	[Signature Page Follows] Exhibit e(29) Exhibit (e)(29) CONFIDENTIAL July 15, 2012 H. Acquisition Corp. One Franklin Plaza (FP 2355) 200 N. 16th Street, Philadelphia, Pennsylvania 19102 Attn: Chester F. Koczynski President Re: Confidentiality Agreement Dear Mr. Koczynski: H. Acquisition Corp., a Delaware corporation (the “Recipient,” which term shall, for the purposes of this letter agreement, include its direct and indire
July 19, 2012	SC 14D9/A	- AMENDMENT #12 TO SCHEDULE 14D-9 Amendment #12 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
July 19, 2012	EX-99.A.25	Dear Fellow Stockholders: Exhibit a(25) Exhibit (a)(25) July 19, 2012 Dear Fellow Stockholders: On July 16, 2012, Human Genome Sciences, Inc.
July 17, 2012	8-A12B/A	- FORM 8A AMENDMENT NO. 1 Form 8A Amendment no. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 22-3178468 (State of incorporation or organization) (I.R.S. Emplo
July 17, 2012	EX-4.2	AMENDMENT NO. 1 TO RIGHTS AGREEMENT EX-4.2 2 d381575dex42.htm EXHIBIT 4.2 Exhibit 4.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to the Rights Agreement dated as of May 16, 2012 (the “Rights Agreement”) between Human Genome Sciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), is entered into as of July 16, 2012
July 16, 2012	EX-99.A.24	Good afternoon everyone. Exhibit (a)(24) Exhibit (a)(24) Good afternoon everyone. As you know, earlier today we announced our agreement with GlaxoSmithKline under which they will acquire the company. This is likely to be something completed over the next few weeks and I wanted to give you just a touch of perspective on this announcement before we meet later this week on Thursday at our company meeting to talk more about t
July 16, 2012	SC 14D9/A	- AMENDMENT #11 SC 14D9/A 1 d367209dsc14d9a.htm AMENDMENT #11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 11) HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value pe
July 16, 2012	EX-99.(D)(1)	AGREEMENT AND PLAN OF MERGER dated as of July 16, 2012, GLAXOSMITHKLINE PLC, H. ACQUISITION CORP. HUMAN GENOME SCIENCES, INC. TABLE OF CONTENTS Page ARTICLE I The Offer 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 5 Section 1.3 Top-Up Option EX-99.(D)(1) 3 d378030dex99d1.htm AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of July 16, 2012, among GLAXOSMITHKLINE PLC, H. ACQUISITION CORP. and HUMAN GENOME SCIENCES, INC. TABLE OF CONTENTS Page ARTICLE I The Offer 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 5 Section 1.3 Top-Up Option 6 ARTICLE II The Merger 7 Section 2.1 The Merger 7 Section 2.2 Closing 8 Sec
July 16, 2012	EX-99.1	Issued: Monday 16 July 2012, London UK – LSE announcement Press Release Exhibit 99.1 Issued: Monday 16 July 2012, London UK – LSE announcement GSK to acquire Human Genome Sciences for US$14.25 per share in cash - GSK to acquire full ownership of BENLYSTA®, albiglutide and darapladib - Acquisition will be accretive to GSK core earnings in 2013 - Tender offer amended to US$14.25 per share and extended until 27 July 2012 GlaxoSmithKline plc (LSE: GSK) and H
July 16, 2012	EX-99.(A)(5)(I)	Page 2 Text of press release issued by GSK Issued: Monday 16 July 2012, London UK – LSE announcement GSK to acquire Human Genome Sciences for US$14.
July 16, 2012	8-K	Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events 8-K 1 d381110d8k.htm FORM 8-K 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 16, 2012 HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-14169 22-3178468 (State or other Jurisdicti
July 16, 2012	SC TO-T/A	- SCHEDULE TO -- AMENDMENT NO. 7 Schedule TO - Amendment No. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK,
July 16, 2012	EX-99.A.23	1 Exhibit (a)(23) Exhibit (a)(23) 16 July 2012 HGS - GSK Acquisition FAQ for Employees 1.
July 16, 2012	EX-4.1	AMENDMENT NO. 1 TO RIGHTS AGREEMENT EX-4.1 3 d381110dex41.htm AMENDMENT NO. 1 TO RIGHTS AGREEMENT Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to the Rights Agreement dated as of May 16, 2012 (the “Rights Agreement”) between Human Genome Sciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), is entered
July 16, 2012	EX-2.1	AGREEMENT AND PLAN OF MERGER dated as of July 16, 2012, GLAXOSMITHKLINE PLC, H. ACQUISITION CORP. HUMAN GENOME SCIENCES, INC. TABLE OF CONTENTS Page ARTICLE I The Offer 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 5 Section 1.3 Top-Up Option EX-2.1 2 d381110dex21.htm AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of July 16, 2012, among GLAXOSMITHKLINE PLC, H. ACQUISITION CORP. and HUMAN GENOME SCIENCES, INC. TABLE OF CONTENTS Page ARTICLE I The Offer 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 5 Section 1.3 Top-Up Option 6 ARTICLE II The Merger 7 Section 2.1 The Merger 7 Section 2.2 Closing 8 Section 2.3
July 16, 2012	EX-99.A.22	GSK and HGS Announce Agreement Exhibit (a)(22) Exhibit (a)(22) Subject: GSK and HGS Announce Agreement Dear HGS Colleagues, Today marks a milestone in HGS history.
July 16, 2012	EX-99.A.21	Page 2 Exhibit (a)(21) Exhibit (a)(21) Issued: Monday 16 July 2012, London UK – LSE announcement GSK to acquire Human Genome Sciences for US$14.
July 10, 2012	SC 13G/A	HGSI / Human Genome Sciences Inc / PRICE T ROWE ASSOCIATES INC /MD/ - HGSI AS OF 06/30/2012 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* HUMAN GENOME SCIENCES (Name of Issuer) COMMON STOCK (Title of Class of Securities) 444903108 (CUSIP Number) June 30, 2012 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule i
June 29, 2012	EX-99.(A)(5)(H)	GSK sets 20 Exhibit (a)(5)(H) GSK sets 20 July for expiration of tender offer to acquire Human Genome Sciences – Expiration is after HGS process bid deadline of 16 July – Enables HGS shareholders to evaluate outcome of process and GSK’s offer GlaxoSmithKline plc (LSE: GSK) today announced it has extended its tender offer to acquire all of the outstanding shares of Human Genome Sciences (NASDAQ: HGSI) for US$13.
June 29, 2012	EX-99.A.20	### Exhibit (a)(20) Exhibit (a)(20) Human Genome Sciences, Inc. 14200 Shady Grove Road \| Rockville, MD 20850 HUMAN GENOME SCIENCES RESPONDS TO GSK EXTENSION OF UNSOLICITED TENDER OFFER ROCKVILLE, Maryland – June 29, 2012 – Human Genome Sciences, Inc. (Nasdaq: HGSI) today issued the following statement regarding the extension by GlaxoSmithKline plc (GSK) of its unsolicited tender offer to acquire all t
June 29, 2012	SC 14D9/A	- AMENDMENT #10 Amendment #10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 10) HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Secur
June 29, 2012	SC TO-T/A	- SCHEDULE TO - AMENDMENT NO. 6 Schedule TO - Amendment No. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK,
June 18, 2012	SC 14D9/A	- AMENDMENT #9 TO SCHEDULE 14D9 Amendment #9 To Schedule 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
June 15, 2012	SC 14D9/A	- SCHEDULE 14D-9 AMENDMENT NO. 8 Schedule 14D-9 Amendment no. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 8) HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title o
June 15, 2012	EX-99.(A)(5)(G)	GSK continues with tender offer to acquire all outstanding shares of Human Genome Sciences EX-99.(A)(5)(G) 2 d368292dex99a5g.htm TEXT OF PRESS RELEASE ISSUED BY GSK Exhibit (a)(5)(G) GSK continues with tender offer to acquire all outstanding shares of Human Genome Sciences GlaxoSmithKline plc (LSE: GSK) today confirmed that it has received a renewed invitation from Human Genome Sciences’ (NASDAQ: HGSI) to participate in its strategic alternatives review process which started in April. G
June 15, 2012	SC TO-T/A	- SCHEDULE TO - AMENDMENT NO. 5 Schedule TO - Amendment No. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK,
June 15, 2012	EX-99.A.19	### EX-99.A.19 2 d367209dex99a19.htm EXHIBIT (A)(19) Exhibit (a)(19) Human Genome Sciences, Inc. 14200 Shady Grove Road \| Rockville, MD 20850 HUMAN GENOME SCIENCES ANNOUNCES JULY 16 AS THE DATE FOR SUBMISSION OF DEFINITIVE ACQUISITION PROPOSALS ROCKVILLE, Maryland – (June 15, 2012) – Human Genome Sciences, Inc. (Nasdaq: HGSI) today announced that, in connection with its ongoing strategic alternative r
June 13, 2012	CORRESP	- Correspondence SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005-2111 ——— TEL: (202) 371-7000 FAX: (202) 393-5760 www.skadden.com FIRM/AFFILIATE OFFICES ——— BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON ——— BEIJING BRUSSELS June 13, 2012 FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY Via EDGAR TOKYO TOR
June 8, 2012	SC TO-T/A	- SCHEDULE TO - AMENDMENT NO. 4 Schedule TO - Amendment No. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK,
June 8, 2012	EX-99.A.18	1 Exhibit (a)(18) Exhibit (a)(18) PRESS RELEASE HUMAN GENOME SCIENCES RESPONDS TO GSK EXTENSION OF UNSOLICITED TENDER OFFER ROCKVILLE, Maryland – (June 8, 2012) – Human Genome Sciences, Inc.
June 8, 2012	SC 14D9/A	- SCHEDULE 14D9/A Schedule 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 7) HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Secu
June 8, 2012	EX-99.(A)(5)(F)	GSK extends tender offer for all outstanding shares of Human Genome Sciences EX-99.(A)(5)(F) 2 d366270dex99a5f.htm TEXT OF PRESS RELEASE ISSUED BY GSK, DATED JUNE 8, 2012 Exhibit(a)(5)(F) GSK extends tender offer for all outstanding shares of Human Genome Sciences GlaxoSmithKline plc (LSE: GSK) today announced it has extended its tender offer to acquire all of the outstanding shares of Human Genome Sciences (NASDAQ: HGSI) for US$13.00 per share in cash to 5:00 p.m. New Yor
June 1, 2012	EX-99.A.17	### Exhibit (a)(17) Exhibit (a)(17) PRESS RELEASE HUMAN GENOME SCIENCES RESPONSE TO GSK PRESS RELEASE ROCKVILLE, Maryland – June 1, 2012 – Human Genome Sciences, Inc.
June 1, 2012	EX-99.(A)(5)(E)	GSK announces expiration of Hart-Scott-Rodino EX-99.(A)(5)(E) 2 d361788dex99a5e.htm TEXT OF PRESS RELEASE ISSUED BY GSK, DATED JUNE 1, 2012 Exhibit (a)(5)(E) GSK announces expiration of Hart-Scott-Rodino waiting period for tender offer for HGS GlaxoSmithKline plc (LSE: GSK) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the “HSR Act”), as amended, has expired with respect to GSK’s tender
June 1, 2012	SC 14D9/A	- SCHEDULE 14D-9 AMENDMENT NO. 5 Schedule 14D-9 Amendment No. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title o
June 1, 2012	EX-99.A.16	Subject: Recent Articles About Lawsuit Exhibit (a)(16) Exhibit (a)(16) Subject: Recent Articles About Lawsuit Dear HGS Colleagues, You may have seen some articles in the press regarding a lawsuit that was filed against HGS and our Board of Directors related to the Board’s decision to reject GSK’s unsolicited tender offer to acquire HGS for $13 per share.
June 1, 2012	SC TO-T/A	- SCHEDULE TO AMENDMENT NO. 3 Schedule TO Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0
June 1, 2012	SC 14D9/A	- AMENDMENT #6 TO SC14D9 Amendment #6 to SC14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 25, 2012	CORRESP	- Correspondence SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005-2111 TEL: (202) 371-7000 FAX: (202) 393-5760 www.skadden.com May 25, 2012 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA Via EDGAR M
May 25, 2012	SC 14D9/A	- AMENDMENT #4 TO SC 14D9 Amendment #4 to SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 24, 2012	EX-99.A.15	HGS INVESTOR HGS INVESTOR OVERVIEW May 2012 Exhibit (a)(15) 2 NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation includes statements that are forward-looking.
May 24, 2012	SC 14D9/A	- SCHEDULE 14D-9 AMENDMENT NO. 3 Schedule 14D-9 Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title o
May 23, 2012	EX-99.(A)(5)(D)	GSK amends tender offer conditions to address Human Genome Sciences’ adoption of poison pill Text of press release Exhibit (a)(5)(D) GSK amends tender offer conditions to address Human Genome Sciences’ adoption of poison pill GlaxoSmithKline plc (LSE: GSK) today announced that it has amended the conditions of its tender offer to acquire all of the outstanding shares of Human Genome Sciences (NASDAQ: HGSI) for US$13.
May 23, 2012	CORRESP	- Response Letter May 23, 2012 BY EDGAR Mellissa Campbell Duru, Esq. Special Counsel Office of Mergers & Acquisitions Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Human Genome Sciences, Inc. Schedule TO-T filed on May 10, 2012 Schedule TO-T/A filed on May 17, 2012 Filed by GlaxoSmithKline plc File No. 005-45295 Dear Ms. Duru: On behalf of GlaxoSmithKline plc
May 23, 2012	SC TO-T/A	- SCHEDULE TO AMENDMENT NO. 2 Schedule TO Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0
May 21, 2012	SC 14D9/A	- SCHEDULE 14D-9 AMENDMENT NO. 2 Schedule 14D-9 Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title o
May 21, 2012	EX-99.A.14	HGS RIGHTS PLAN FAQ Exhibit (a)(14) Exhibit (a)(14) HGS RIGHTS PLAN FAQ 1. What is a Stockholder Rights Plan? A Stockholder Rights Plan is designed to protect a public company and its stockholders from tactics to gain control of the company without paying all stockholders an appropriate premium for that control. The Rights Plan allows our Board of Directors time to fully understand the tender offer for the Company an
May 18, 2012	SC 14D9/A	- AMENDMENT #1 TO SCHEDULE 14D-9 Amendment #1 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 18, 2012	EX-99.(A)(13)	Tender Offer Glossary of Terms EXHIBIT (A)(13) Exhibit (a)(13) Tender Offer Glossary of Terms Tender Offer A tender offer is a public bid for stockholders to sell their stock.
May 18, 2012	EX-99.(A)(12)	As you know, last week GSK launched a tender offer to purchase HGS shares, and today we filed with the SEC two documents. One, what’s called a 14D-9, and the other, a shareholder rights plan. I’m not going to talk about the GSK process or our respons EXHIBIT (A)(12) Exhibit (a)(12) As you know, last week GSK launched a tender offer to purchase HGS shares, and today we filed with the SEC two documents.
May 17, 2012	SC TO-T/A	- SCHEDULE TO - AMENDMENT NO. 1 Schedule TO - Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons)
May 17, 2012	EX-99.1	### Press Release Exhibit 99.1 PRESS RELEASE HUMAN GENOME SCIENCES ANNOUNCES ADOPTION OF SHORT-TERM STOCKHOLDER RIGHTS PLAN ROCKVILLE, Maryland – May 17, 2012 – Human Genome Sciences, Inc. (NASDAQ: HGSI) (“HGS” or the “Company”) announced today that its Board of Directors has adopted a Stockholder Rights Plan (the “Rights Plan”) and declared a dividend of one share purchase right (a “Right”) for each
May 17, 2012	SC 14D9	- SCHEDULE 14D-9 SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 444903108 (
May 17, 2012	EX-99.(A)(5)(C)	Issued: Thursday 17 May 2012, London UK – LSE Announcement Text of press release issued by GSK Exhibit (a)(5)(C) Issued: Thursday 17 May 2012, London UK – LSE Announcement GSK statement on tender offer to acquire Human Genome Sciences GlaxoSmithKline plc (LSE: GSK) today commented on Human Genome Sciences (NASDAQ: HGSI) Board of Directors’ decision to recommend against GSK’s tender offer to acquire all of the outstanding shares of HGS for US$13.
May 17, 2012	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits - FORM 8-K Form 8-K 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): May 16, 2012 HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 0-22962 22-3178468 (State or other jurisdiction of incorporation) (Co
May 17, 2012	EX-99.(A)(10)	1 Exhibit (a)(10) Exhibit (a)(10) PRESS RELEASE HUMAN GENOME SCIENCES BOARD OF DIRECTORS UNANIMOUSLY DETERMINES GLAXOSMITHKLINE UNSOLICITED TENDER OFFER IS INADEQUATE AND NOT IN THE BEST INTERESTS OF STOCKHOLDERS • Urges stockholders not to tender shares to GSK • HGS filing 14D-9 with SEC providing the basis for the Board’s decision ROCKVILLE, Maryland – May 17, 2012 – Human Genome Sciences, Inc.
May 17, 2012	EX-99.(A)(1)	[from Letter from Thomas Watkins to Andrew Witty, dated April 19, 2012] Exhibit (a)(1) Exhibit (a)(1) EXHIBIT A [from Letter from Thomas Watkins to Andrew Witty, dated April 19, 2012] Albiglutide • All efficacy and safety data available to GSK from the eight Harmony Phase 3 studies investigating the use of albiglutide in type 2 diabetes in the form of summary reports and/or tables and listings of data • 2 year interim data from the 3 year Harmony studies • Internal pr
May 17, 2012	EX-4.1	RIGHTS AGREEMENT dated as of May 16, 2012 HUMAN GENOME SCIENCES, INC. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Table of Contents Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II THE RIGHTS 7 2.1 Summary of Rights 7 2.2 Le Rights Plan Exhibit 4.1 RIGHTS AGREEMENT dated as of May 16, 2012 between HUMAN GENOME SCIENCES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Table of Contents Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II THE RIGHTS 7 2.1 Summary of Rights 7 2.2 Legend on Common Stock Certificates 7 2.3 Exercise of Rights; Separation of Rights 8 2.4 Adjustments to Exercise Pri
May 17, 2012	EX-99.(A)(9)	2 Exhibit (a)(9) Exhibit (a)(9) May 17, 2012 Dear Fellow Stockholders: On May 10, 2012, GlaxoSmithKline plc (“GSK”), through H.
May 17, 2012	8-A12B	- FORM 8-A Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 22-3178468 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1
May 17, 2012	EX-99.(E)(1)	Excerpts from the HGS Definitive Proxy Statement on Schedule 14A Exhibit (e)(1) Exhibit (e)(1) Excerpts from the HGS Definitive Proxy Statement on Schedule 14A Excerpts from Human Genome Sciences, Inc.
May 16, 2012	8-K	Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K 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): May 16, 2012 HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-14169 22-3178468 (State or other Jurisdiction of Incorporation) (
May 10, 2012	EX-99.(A)(1)(C)	NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock Human Genome Sciences, Inc. Pursuant to the Offer to Purchase dated May 10, 2012 of H. Acquisition Corp. a wholly owned subsidiary of GlaxoSmithKline plc Form of Notice of Guaranteed Delivery Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of Human Genome Sciences, Inc.
May 10, 2012	EX-99.(A)(1)(F)	Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock Human Genome Sciences, Inc. $13.00 Net per Share H. Acquisition Corp. a wholly owned subsidiary of GlaxoSmithKline plc Form of Summary Advertisement Exhibit (a)(1)(F) This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below).
May 10, 2012	SC14D9C	- FORM SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 HUMAN GENOME SCIENCES, INC. (Name of Subject Company) HUMAN GENOME SCIENCES, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 444903108 (CUSIP Number
May 10, 2012	EX-99.(A)(1)(E)	Offer to Purchase for Cash All Outstanding Shares of Common Stock of Human Genome Sciences, Inc. $13.00 Net Per Share H. Acquisition Corp. a wholly owned subsidiary of GlaxoSmithKline plc Form of Letter to Clients Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Human Genome Sciences, Inc.
May 10, 2012	EX-99.(A)(1)(D)	Lazard Frères & Co. LLC Morgan Stanley & Co. LLC Offer to Purchase for Cash All Outstanding Shares of Common Stock Human Genome Sciences, Inc. $13.00 Net Per Share H. Acquisition Corp. a wholly owned subsidiary of GlaxoSmithKline plc Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies Exhibit (a)(1)(D) Lazard Frères & Co.
May 10, 2012	EX-99.(A)(1)(A)	Offer to Purchase for Cash All Outstanding Shares of Common Stock Human Genome Sciences, Inc. $13.00 Net Per Share H. Acquisition Corp. A Wholly Owned Subsidiary of GlaxoSmithKline plc THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YOR Offer to Purchase Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Human Genome Sciences, Inc.
May 10, 2012	EX-99.(A)(5)(B)	D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, NY 10005 Banks and Brokerage Firms Please Call Collect: (212) 269-5550 All Others Call Toll Free: (800) 848-2998 Email: [email protected] Text of press release issued by GSK Exhibit (a)(5)(B) Issued: Thursday 10 May 2012, London UK – LSE announcement GSK commences tender offer to acquire Human Genome Sciences for US $13.
May 10, 2012	SC TO-T	- SCHEDULE TO Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Human Genome Sciences, Inc. (Name of Subject Company) H. Acquisition Corp. (Offeror) GlaxoSmithKline plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (Titl
May 10, 2012	EX-99.(A)(1)(B)	LETTER OF TRANSMITTAL To Tender Shares of Common Stock Human Genome Sciences, Inc. Pursuant to the Offer to Purchase dated May 10, 2012 H. Acquisition Corp. A Wholly Owned Subsidiary of GlaxoSmithKline plc Form of Letter of Transmittal Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Human Genome Sciences, Inc.
May 9, 2012	SC TO-C	- SCHEDULE TO-C SC TO-C 1 d348087dsctoc.htm SCHEDULE TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HUMAN GENOME SCIENCES, INC. (Name of Subject Company (Issuer)) GLAXOSMITHKLINE PLC (Names of Filing Persons (Offerors)) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securiti
April 26, 2012	10-Q	Quarterly Report - FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 26, 2012	EX-3.1	RESTATED CERTIFICATE OF INCORPORATION HUMAN GENOME SCIENCES, INC. RESTATED CERTIFICATE OF INCORPORATION EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION (FIFTH) OF HUMAN GENOME SCIENCES, INC. HUMAN GENOME SCIENCES, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows: FIRST: The name of the Corporation is Human Genom
April 24, 2012	EX-99.1	# # # EX-99.1 Exhibit 99.1 Media Contacts: Investor Contact: Susannah Budington Claudine Prowse, Ph.D. Director, Corporate Public Relations Vice President, Investor Relations 301-545-1062 301-610-5800 Jerry Parrott Vice President, Corporate Communications 301-315-2777 HUMAN GENOME SCIENCES ANNOUNCES FIRST QUARTER 2012 FINANCIAL RESULTS ROCKVILLE, Maryland – April 24, 2012 – Human Genome Sciences, Inc. (
April 24, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): April 24, 2012 HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-14169 22-3178468 (State or other Jurisdiction of Incorporation)
April 24, 2012	EX-99.2	EX-99.2 EX-99.2 Exhibit 99.2 CONFERENCE CALL & WEBCAST April 24, 2012 2 NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation includes statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include those regarding our expectations for BENLYSTA(r), darapladib, and other assets, business goals for 2012, and our f
April 19, 2012	8-K	Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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): April 19, 2012 HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-14169 22-3178468 (State or other Jurisdiction of Incorporation)
April 19, 2012	EX-99.1	1 Press Release Exhibit 99.1 HUMAN GENOME SCIENCES ANNOUNCES UNSOLICITED OFFER FROM GLAXOSMITHKLINE; HGS BOARD OF DIRECTORS AUTHORIZES EXPLORATION OF STRATEGIC ALTERNATIVES • Board believes $13 unsolicited offer does not reflect value inherent in Company • Goldman Sachs and Credit Suisse retained to assist with exploration of strategic alternatives • Additional information requested from GSK ROCKVIL
March 30, 2012	DEF 14A	- DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 30, 2012	DEFA14A	- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
March 28, 2012	11-K	- 11-K 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 12, 2012	SC 13G	HGSI / Human Genome Sciences Inc / TAUBE HODSON STONEX PARTNERS LLP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Human Genome Sciences, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 444903108 (CUSIP Number) March 8, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi
February 28, 2012	EX-10.16	2 determine the number of Options for which such day shall be the Expiration Date and (i) allocate the remaining Options for such Expiration Date to one or more of the remaining Expiration Dates, (ii) designate the first succeeding Scheduled Trading Exhibit 10.16 Exhibit 10.16 EXECUTION VERSION To: Human Genome Sciences, Inc. 14200 Shady Grove Road Rockville, Maryland 20850-7464 Attn: James H. Davis Telephone: 301-309-8504 Email: [email protected] From: Goldman, Sachs & Co. 200 West Street New York, NY 10282-2198 Re: Capped Call Transaction Ref. No: SDB4165352420 Date: November 2, 2011 Dear Sir(s): The purpose of this communication (this “Con
February 28, 2012	EX-10.17	2 such Component is a Disrupted Day in whole or in part, in which case the Calculation Agent shall, in its reasonable discretion, determine the number of Options for which such day shall be the Expiration Date and (i) allocate the remaining Options f Exhibit 10.17 Exhibit 10.17 EXECUTION VERSION To: Human Genome Sciences, Inc. 14200 Shady Grove Road Rockville, Maryland 20850-7464 Attn: James H. Davis Telephone: 301-309-8504 Email: [email protected] From: Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seven
February 28, 2012	10-K	Annual Report - FORM 10-K Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 Commission File Number 001-14169 HUMAN GENOME SCIENCES, INC. (Exact name of registrant) Delaware 22-3178468 (State of organization) (I.R.S. employer identification number) 14200 S
February 28, 2012	EX-12.1	Earnings (Loss): Exhibit 12.1 EXHIBIT 12.1 Ratio of Earnings to Fixed Charges (dollars in thousands, except ratio data) Year ended December 31, 2011 2010 2009 2008 2007 Earnings (Loss): Earnings (loss) before provision for income taxes $ (381,106 ) $ (233,231 ) $ 4,385 $ (268,891 ) $ (284,371 ) Fixed Charges 79,788 78,108 77,780 82,930 80,927 Total Earnings (Loss) $ (301,318 ) $ (155,123 ) $ 82,165 $ (185,961 ) $
February 28, 2012	EX-10.18	2 (iii) a combination thereof, in each case the Calculation Agent shall provide email notice to Counterparty of such determination as soon as reasonably practicable; provided further that if the Expiration Date for a Component (including any portion Exhibit 10.18 Exhibit 10.18 EXECUTION VERSION To: Human Genome Sciences, Inc. 14200 Shady Grove Road Rockville, Maryland 20850-7464 Attn: James H. Davis Telephone: 301-309-8504 Email: [email protected] From: Goldman, Sachs & Co. 200 West Street New York, NY 10282-2198 Re: Additional Capped Call Transaction Ref. No: SDB4165352416 Date: November 2, 2011 Dear Sir(s): The purpose of this communication
February 28, 2012	EX-10.15	2 Expiration Date: As provided in Annex A to this Confirmation (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already an Expiration Date for another Component); provided that, notwithstanding an Exhibit 10.15 Exhibit 10.15 EXECUTION VERSION To: Human Genome Sciences, Inc. 14200 Shady Grove Road Rockville, Maryland 20850-7464 Attn: James H. Davis Telephone: 301-309-8504 Email: [email protected] From: Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seven
February 28, 2012	EX-21.1	Subsidiaries Name Jurisdiction of Incorporation HGS France S.à r.l. France HGS International S.à r.l Luxembourg HGS Luxembourg LLC Delaware HGS Luxembourg LLC, S.C.S Luxembourg HGS Germany GmbH Germany Human Genome Sciences Pacific Pty Ltd. Australia Exhibit 21.1 EXHIBIT 21.1 Subsidiaries Name Jurisdiction of Incorporation HGS France S.à r.l. France HGS International S.à r.l Luxembourg HGS Luxembourg LLC Delaware HGS Luxembourg LLC, S.C.S Luxembourg HGS Germany GmbH Germany Human Genome Sciences Pacific Pty Ltd. Australia Human Genome Sciences Spain, S.L. Spain
February 27, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K 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): February 27, 2012 HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-14169 22-3178468 (State or other jurisdiction of incorporation) (
February 27, 2012	EX-99	# # # EX-99 Exhibit 99 PRESS RELEASE Media Contacts: Investor Contacts: Susannah Budington Claudine Prowse, Ph.
February 10, 2012	SC 13G/A	HGSI / Human Genome Sciences Inc / PRICE T ROWE ASSOCIATES INC /MD/ - 12/31/2011 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* HUMAN GENOME SCIENCES (Name of Issuer) COMMON STOCK (Title of Class of Securities) 444903108 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedu
February 9, 2012	SC 13G	HGSI / Human Genome Sciences Inc / TCW GROUP INC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Human Genome Sciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 444903108 (CUSIP Number) 12/31/2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch
January 9, 2012	EX-99.1	Media Contacts: Investor Contacts: Susannah Budington Claudine Prowse, Ph.D. Director, Corporate Public Relations Executive Director, Investor Relations 301-545-1062 301-315-1785 Jerry Parrott Peter Vozzo Vice President, Corporate Communications Seni Exhibit 99.1 Exhibit 99.1 PRESS RELEASE Media Contacts: Investor Contacts: Susannah Budington Claudine Prowse, Ph.D. Director, Corporate Public Relations Executive Director, Investor Relations 301-545-1062 301-315-1785 Jerry Parrott Peter Vozzo Vice President, Corporate Communications Senior Director, Investor Relations 301-315-2777 301-251-6003 HUMAN GENOME SCIENCES REPORTS PROGRESS WITH COMMERCI
January 9, 2012	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): January 9, 2012 HUMAN GENOME SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-14169 22-3178468 (State or other jurisdiction of incorporation
January 9, 2012	EX-99.2	Benlysta(r) And beyond H. Thomas Watkins President and Chief Executive Officer JP Morgan Healthcare Conference January 9, 2012 Exhibit 99.2 Exhibit 99.2 Benlysta(r) And beyond H. Thomas Watkins President and Chief Executive Officer JP Morgan Healthcare Conference January 9, 2012 2 Note Regarding Forward-Looking Statements This presentation includes statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include those regarding our exp

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