UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities Exchange Act of 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): July 16, 2012~~ 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)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
14200 Shady Grove Road, Rockville, Maryland		20850-7464
(Address of Principal Executive Offices)		(Zip Code)

14200 Shady Grove Road

Rockville, Maryland 20850-7464

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (301) 309-8504

(Former name or former address if changed since last report.)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

~~Human~~The ~~Genome~~information ~~Sciences,~~included ~~Inc.,~~in ~~a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger dated as of July~~Item ~~16, 2012 (the “Merger Agreement”) with GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“Parent”), and H~~2.04 ~~Acquisition~~below ~~Corp.,~~related ~~a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant~~ to the ~~Merger~~ ~~Agreement,~~2012 ~~and~~Notes ~~upon~~Supplemental ~~the~~Indenture ~~terms~~ and ~~subject to~~ the ~~conditions~~2018 ~~thereof,~~Notes ~~Parent has agreed to cause Merger Sub to amend its May 10, 2012 offer (such offer, as amended prior to the execution of the Merger Agreement, the “Initial~~Supplemental ~~Offer”)~~Indenture tois ~~purchase~~incorporated ~~all~~by ofreference ~~the~~into ~~outstanding~~this ~~shares of Common Stock, par value $0~~Item 1.01 ~~per share, of the Company (the “Shares”), to (1) increase the purchase price from $13~~.00 to $14.25 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and subject to applicable withholding taxes and (2) make such other amendments to reflect the execution, terms and other conditions of the Merger Agreement (the Initial Offer, as amended pursuant to the Merger Agreement, the “Offer”). The Merger Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of the Company.

The Merger Agreement provides that the Initial Offer will be amended within five business days after the date of the Merger Agreement, and will remain open for at least 10 business days (including the day on which the Initial Offer is amended)Item 2.04 ~~Pursuant~~Triggering toEvents ~~the~~That ~~Merger~~Accelerate ~~Agreement, after the consummation of the Offer, and subject to the satisfaction~~ or ~~waiver~~Increase ~~of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as~~ a ~~wholly owned subsidiary of Parent. Upon completion of the Merger, each Share outstanding immediately prior to~~Direct ~~the~~Financial ~~effective~~Obligation ~~time of the Merger (excluding those Shares that are held by Parent, Merger Sub and the Company~~ or ~~any~~an ofObligation ~~the~~under ~~Company’s~~an subsidiaries) will be canceled and converted into the right to receive the Offer Price in cash (without interest and subject to applicable withholding taxes). If Merger Sub holds 90% or more of the outstanding Shares immediately prior to the Merger, it may effect the Merger as a shortOff-~~form~~Balance ~~merger~~Sheet ~~pursuant to Delaware General Corporation Law~~Arrangement. ~~Otherwise,~~ ~~the Company may hold a special stockholders’ meeting to obtain stockholder approval of the Merger.~~

~~Subject~~2018 ~~to the~~Notes terms and conditions of the Merger Agreement, the Company has granted Merger Sub an irrevocable one-time option (the “Top-Up Option”) to purchase an aggregate number of newly issued Shares that, when added to the number of Shares owned by Parent and Merger Sub at the time of such exercise, constitutes one Share more than 90% of the Shares then outstanding immediately after the issuance of the Top-Up Option Shares on a fully diluted basis, subject to there being no legal restraint and sufficient authorized Shares available for issuance. The Top-Up Option is exercisable only after Shares have been accepted for payment pursuant to the Offer.

~~Completion~~Under of the ~~Offer~~first issupplemental ~~subject~~indenture, todated ~~customary~~as ~~conditions~~of November 7, ~~including~~2011, ~~that~~to ~~there~~the ~~shall~~indenture ~~have~~dated ~~been~~as ~~validly~~of ~~tendered~~November 7, ~~and~~2011 ~~not~~between Human ~~validly~~Genome ~~withdrawn~~Sciences, ~~prior~~Inc. to(“HGS” or the ~~expiration~~“Company”) and The Bank of ~~the~~New ~~Offer~~York Mellon Trust Company, ~~when~~N.A., ~~added~~as Trustee (collectively, the “2018 Notes Indenture”), relating to the ~~number~~Company’s 3.00% Convertible Senior ofNotes ~~Shares~~due ~~already~~2018 ~~owned~~(the “2018 Notes”), the acquisition by ~~Parent~~GlaxoSmithKline plc, a ~~majority~~public limited company organized under the laws of England and Wales (“GSK”) of more than 50% of the ~~Shares~~Company’s ~~outstanding~~common stock, par value $0.01 per share (~~determined~~the on“Common Stock”), as described below under Item 5.01, constitutes a ~~fully~~“Make-Whole ~~diluted~~Fundamental ~~basis~~Change.” As a result, any 2018 Notes that are surrendered for conversion during the related Make-Whole Period (as defined in the 2018 Notes Indenture) will be converted at an increased conversion rate. This Make-Whole Period began on July 30, 2012 and will continue through the business day preceding the Fundamental Change Repurchase Date that is to be announced by HGS as described below. The conversion rate that will be applied to 2018 Notes surrendered for conversion during the Make-Whole Period is 87.1211 shares of Common Stock per $1,000 aggregate principal amount of 2018 Notes.

~~The~~In ~~Merger Agreement contains representations~~addition, ~~warranties~~the ~~and~~anticipated ~~covenants~~completion of the ~~parties~~Merger ~~customary~~(as ~~for~~defined ~~transactions~~below) ofdescribed ~~this~~below ~~type~~under Item 5.01 ~~The~~will ~~Company~~constitute ~~has~~a “Merger ~~also~~Event” ~~agreed~~pursuant ~~not~~ to ~~solicit~~the or2018 ~~initiate~~Notes ~~discussions~~Indenture ~~with~~and ~~third~~as ~~parties~~a ~~regarding~~result, ~~other~~the ~~proposals~~2018 toNotes ~~acquire~~will ~~the Company~~become ~~and~~convertible itinto ~~has~~cash ~~agreed~~in tothe ~~certain~~amount ~~restrictions~~that onthe ~~its~~holder ~~ability~~would tohave ~~respond~~been entitled to receive had such ~~proposals,~~2018 ~~subject~~Note tobeen ~~the~~converted ~~fulfillment~~into ofCommon ~~certain~~Stock immediately ~~fiduciary~~prior ~~requirements~~to ofthe Merger Event (based upon the ~~Company’s~~Offer ~~board~~Price of(as ~~directors~~defined below)). The ~~Merger~~Company ~~Agreement~~and ~~also~~the ~~contains~~Trustee ~~customary termination~~have ~~provisions~~entered ~~for~~into ~~the~~a ~~Company~~second ~~and~~supplemental ~~Parent~~indenture, ~~and~~dated ~~provides~~as ~~that~~of July 30, in2012 ~~connection~~(the ~~with~~“2018 Notes Supplemental Indenture”) reflecting the ~~termination~~replacement of the ~~Merger~~Common ~~Agreement~~Stock ~~under~~by ~~specified~~cash, ~~circumstances~~effective ~~involving~~upon ~~competing~~the ~~transactions~~anticipated orcompletion aof ~~change~~the inMerger. ~~the~~As ~~Company’s~~a ~~board~~result, a holder of ~~directors’ recommendation,~~2018 ~~the~~Notes ~~Company~~that ~~may~~converts beits ~~required~~notes toafter ~~pay~~the ~~Parent~~Merger abut ~~termination~~prior ~~fee~~to completion of the current Make-Whole Period will receive $~~115 million~~1,241.475675 in cash per $1,000 of 2018 Notes converted.

~~The~~Separately, ~~Merger Agreement is attached to this Current Report on Form 8-K to provide~~ the Company’s ~~stockholders~~has ~~with~~notified ~~information~~holders ~~regarding~~of the 2018 ~~terms~~Notes of ~~the~~its ~~Merger~~election ~~Agreement and is not intended~~ to ~~modify~~cash orsettle ~~supplement~~ any ~~factual~~conversions ~~disclosures~~prior ~~about~~to the ~~Company~~Merger or(and ~~Parent~~amounts ~~in the~~deliverable ~~Company’s~~upon orany ~~Parent’s~~conversion ~~public~~prior ~~reports~~to ~~filed with~~ the ~~Securities and Exchange Commission (the “SEC”). In particular, the~~ Merger ~~Agreement~~will ~~and~~be ~~this~~determined ~~summary~~pursuant ~~of terms are not intended~~ to ~~be,~~provisions ~~and~~of ~~should~~the ~~not~~2018 beNotes ~~relied~~Indenture). ~~upon as, disclosures~~

~~regarding~~The ~~any~~holders ~~facts~~of or2018 ~~circumstances~~Notes ~~relating~~will also have a repurchase right pursuant to the ~~Company~~2018 orNotes ~~Parent.~~Indenture ~~The~~as ~~representations~~a ~~and~~result ~~warranties~~of ~~have~~the ~~been~~acquisition ~~negotiated~~described above, ~~with~~the anticipated Merger, and the ~~principal~~anticipated ~~purpose~~delisting of ~~(i) establishing~~ the ~~circumstances~~ ~~under~~Common ~~which~~Stock. ~~Merger~~Pursuant ~~Sub~~to ~~may~~that ~~have~~right, ~~the~~any ~~right~~2018 ~~not~~Notes tovalidly ~~consummate~~surrendered ~~the~~and ~~Offer,~~not orvalidly ~~Parent~~withdrawn orwill be repurchased by the Company ~~may~~at ~~have~~a ~~the~~price ~~right~~of to$1,000 ~~terminate~~in ~~the~~cash ~~Merger~~per ~~Agreement~~$1,000 principal ~~and~~amount ~~(ii) allocating~~of ~~risk~~2018 ~~between~~Notes, ~~the~~plus ~~parties~~accrued and unpaid interest, ~~rather~~on ~~than~~a ~~establishing~~date ~~matters as~~to ~~facts~~be selected and announced by HGS (the “Fundamental Change Repurchase Date”). The ~~representations~~Fundamental ~~and~~Change ~~warranties~~Repurchase ~~may~~Date ~~also~~selected by HGS will be ~~subject~~20 business days to 35 abusiness ~~contractual~~days ~~standard~~after ofthe ~~materiality~~date ~~different~~on ~~from~~which ~~that~~the ~~generally~~Company ~~applicable~~gives ~~under~~notice ~~federal~~of ~~securities~~its ~~laws~~selection.

~~The~~2 ~~disclosure set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated herein by reference.~~

~~The~~2012 ~~foregoing~~Notes description of the Offer, Merger, and Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated in this report by reference.

~~Item~~The 3anticipated consummation of the Merger will constitute a “Business Combination” under the indenture dated as of August 9, 2005 between the Company and The Bank of New York Mellon, as Trustee (the “2012 Notes Indenture”), relating to the Company’s 2 1/4% Convertible Subordinated Notes due 2012 (the “2012 Notes”).03 As a result, the 2012 Notes will become convertible into cash in the amount that the holder would have been entitled to receive had such 2012 Note been converted into Common Stock immediately prior to the Business Combination (based upon the Offer Price). ~~Material~~The ~~Modification~~Company and the Trustee have entered into a first supplemental indenture, dated as of July 30, 2012 (the “2012 Notes Supplemental Indenture”), to ~~Rights~~the 2012 Notes Indenture reflecting the replacement of ~~Security~~the ~~Holders~~Common Stock by cash, effective upon the anticipated completion of the Merger. As a result, any holder of 2012 Notes that converts its notes after the Merger will receive $801.28 in cash per $1,000 of 2012 Notes converted.

~~On July 16~~Separately, ~~2012, prior to~~ the ~~execution of the Merger Agreement, the Board approved an amendment (the “Rights Amendment”) to the Rights Agreement, dated as of May 16, 2012, between the~~ Company ~~and~~has ~~American~~notified Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agreement”). The Rights Amendment renders the Rights Agreement inapplicable to the Merger Agreement and the transactions contemplatedholders ~~thereby, including the Offer, Merger and Top-Up Option (as such terms are defined in the Merger Agreement). Specifically, the Rights Amendment, among other matters, provides that none~~ of ~~(i)~~ the ~~approval,~~2012 ~~execution,~~Notes ~~delivery, performance or public announcement~~ of ~~the~~its ~~Merger~~election ~~Agreement~~to ~~(including~~cash settle any ~~amendments~~conversions orprior ~~supplements~~to ~~thereto), (ii)~~ the ~~consummation or public announcement of the Offer,~~ Merger ~~or Top-Up Option or~~ (~~iii) the~~and ~~consummation~~amounts ofdeliverable upon any ofconversion ~~the~~prior ~~other~~to ~~transactions contemplated by~~ the Merger ~~Agreement~~ will ~~result~~be indetermined ~~either~~pursuant ~~Parent or Merger Sub being deemed an Acquiring Person (as such term is defined in the Rights Agreement) or give rise~~ to ~~any~~provisions ~~event that would result in the occurrence~~ of ~~a Stock Acquisition Date, a Flip-in Date, a Flip-over Transaction or Event, or a Separation Time (as those terms are defined in~~ the ~~Rights~~2012 ~~Agreement).~~Notes ~~The Rights Amendment also provides that the Rights (as defined in the Rights Agreement~~Indenture) ~~shall expire upon the Effective Time (as defined in the Merger Agreement) if the Rights Agreement has not otherwise terminated~~.

The ~~foregoing description~~2012 ofNotes ~~the~~mature ~~Rights~~on ~~Amendment~~August 15, ~~does~~2012 ~~not~~and ~~purport~~the toprincipal ~~be complete~~ and isaccrued ~~qualified~~but inunpaid ~~its~~interest ~~entirety~~on ~~by reference to~~ the ~~Rights~~2012 ~~Amendment,~~Notes ~~which~~will isbe ~~attached~~payable ~~as Exhibit 4.1 to this Current Report~~ on ~~Form 8-K and incorporated in this report~~that ~~by reference~~date.

Item 85.01. ~~Other~~Changes ~~Events~~in Control of Registrant.

On As previously disclosed, on July 16, 2012, HGS entered into an Agreement and Plan of Merger (the ~~Company~~“Merger ~~issued~~Agreement”) awith ~~press~~GSK ~~release,~~and a ~~copy~~wholly owned subsidiary of GSK (“Purchaser”), pursuant to which, isamong ~~furnished~~other asthings, ~~Exhibit 99.1~~GSK tocaused ~~this~~Purchaser ~~Current~~to ~~Report~~amend onits ~~Form~~May ~~8-K~~10, ~~and~~2012 ~~incorporated~~offer byto ~~reference~~purchase inall ~~this~~of ~~Current~~the ~~Report~~outstanding onshares ~~Form 8-K~~of Common Stock, ~~announcing~~including the ~~execution~~associated rights to purchase shares of the Series A Junior Participating ~~Merger~~Preferred ~~Agreement~~Stock, par value $0.01 per share (together with the Common Stock, the “Shares”) for $14.25 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and subject to applicable withholding taxes (as amended, the “Offer”).

~~CAUTIONARY~~On ~~STATEMENT~~July 30, ~~REGARDING~~2012, ~~FORWARD-LOOKING~~GSK ~~STATEMENTS~~announced that the initial offering period had expired at midnight, New York City time, at the end of the day on July 27, 2012 and that the depositary for the Offer advised GSK that a total of 158,607,627 Shares were validly tendered and not withdrawn prior to the expiration of the initial offering period, representing, together with shares beneficially owned by GSK, a total of approximately 79% of the Company’s issued and outstanding Shares, and that a total of 9,155,762 Shares were tendered subject to guaranteed delivery procedures, representing approximately 4% of the Company’s issued and outstanding Shares. All Shares that were validly tendered in the initial offering period and not withdrawn were accepted for payment by Purchaser on July 30, 2012 and Purchaser paid approximately $2.26 billion in cash for the Shares tendered to the depositary in accordance with the terms of the Offer.

~~This~~On July 30, ~~announcement~~2012, ~~includes~~GSK ~~statements~~also announced that ~~are~~it ~~forward-looking.~~had ~~These~~commenced ~~forward-looking~~a ~~statements~~subsequent ~~are~~offering ~~based~~period onfor ~~our~~all ~~current~~remaining ~~intentions, beliefs~~untendered ~~and expectations regarding future events~~Shares. WeThe ~~cannot~~subsequent ~~guarantee~~offering ~~that~~period ~~any~~will ~~forward-looking~~expire ~~statement~~at ~~will~~5:00 ~~be accurate~~p.m., ~~Investors~~New ~~should~~York ~~realize~~City ~~that~~time, ifon ~~underlying~~August 2, ~~assumptions~~2012. ~~prove~~The ~~inaccurate~~same orOffer ~~unknown~~Price per ~~risks~~Share oroffered ~~uncertainties~~in ~~materialize,~~the ~~actual results~~initial ~~could~~offering ~~differ~~period ~~materially~~of ~~from~~the ~~our~~Offer ~~expectations.~~will ~~Investors~~be ~~are,~~paid ~~therefore,~~to ~~cautioned~~holders ~~not~~of toShares ~~place~~who ~~undue~~tender ~~reliance~~their onShares ~~any~~during ~~forward-looking~~the ~~statement~~subsequent offering period. ~~Any~~Purchaser ~~forward-looking~~will ~~statement~~immediately ~~speaks~~accept ~~only~~for aspayment ofall ~~the~~Shares ~~date~~validly oftendered during this subsequent ~~announcement~~offering period, and, ~~except~~payment ~~as required~~will bybe ~~law~~made promptly after acceptance, wein doaccordance ~~not~~with ~~undertake~~the toterms ~~update~~of ~~any~~the ~~forward-looking~~Offer. ~~statement~~During tothe ~~reflect~~subsequent ~~new~~offering ~~information~~period, ~~events~~tendering orstockholders ~~circumstances~~will not have withdrawal rights.

~~Some~~3 ~~important factors that could cause our actual results to differ from our expectations in these forward-looking statements include: our lack of commercial experience and dependence on the sales~~

~~growth~~The of$2.26 ~~BENLYSTA;~~billion ~~any~~in ~~failure~~cash toconsideration ~~commercialize~~payable ~~BENLYSTA~~to ~~successfully;~~holders ~~the occurrence~~ of ~~adverse~~Shares ~~safety~~tendered ~~events~~during ~~with our products; changes in~~ the initial ~~availability~~offering ofperiod ~~reimbursement~~has ~~for~~been ~~BENLYSTA;~~provided ~~the inherent~~by ~~uncertainty~~cash ofon ~~the~~hand ~~timing,~~at ~~success~~GSK ~~of,~~ and ~~expense~~its ~~associated~~subsidiaries ~~with, research, development, regulatory approval~~ and/or ~~commercialization~~cash ofgenerated ~~our~~from ~~pipeline~~general ~~products,~~corporate ~~including~~activities. ~~darapladib~~In ~~and albiglutide~~addition, ~~and new indications for existing products; uncertainty as to~~ the ~~future~~cash ~~success~~payable ~~of darapladib and GSK’s ability~~ to ~~develop~~holders ~~and commercialize darapladib; substantial competition in our industry, including from branded and generic products; the highly regulated nature~~ of ~~our~~Shares ~~business; uncertainty~~tendered ~~regarding~~during ~~our intellectual property rights and those of others;~~ the ~~ability~~subsequent tooffering ~~manufacture~~period ~~at appropriate scale,~~ and ~~in compliance with regulatory requirements, to meet market demand~~ for ~~our products; our substantial indebtedness and~~ ~~lease~~Shares ~~obligations;~~to ~~our~~be ~~dependence~~converted oninto ~~collaborations~~the ~~over~~right ~~which~~to wereceive ~~may~~$14.25 ~~not~~per ~~always~~Share ~~have~~upon ~~full control; foreign exchange rate valuations and fluctuations;~~ the ~~impact~~merger of ~~our~~Purchaser ~~acquisitions~~with and ~~strategic~~into ~~transactions; changes in~~ the health care industry in the U.S. and other countries, including government laws and regulations relating to sales and promotion, reimbursement and pricing generally; significant litigation adverse to the Company, ~~including~~pursuant ~~product liability and patent infringement claims; our ability~~ to ~~attract and retain key personnel; increased scrutiny of~~ the ~~health~~Merger ~~care~~Agreement ~~industry by government agencies and state attorneys general resulting in investigations and prosecutions; risks and uncertainties associated with~~ (the ~~timing of the Offer and~~ “Merger;”), ~~uncertainties as to how many of HGS’ stockholders~~ will ~~tender their stock in the Offer; the risk that competing offers will~~ be ~~made;~~provided ~~the~~by ~~possibility~~cash ~~that~~on ~~various~~hand ~~closing~~at ~~conditions~~GSK ~~for~~and ~~the~~its ~~transaction~~subsidiaries ~~may not be satisfied~~ and/or cash ~~waived,~~generated ~~including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption~~ from ~~the~~general ~~transaction~~corporate making it more difficult to maintain relationships with employees, customers, business partners or governmental entities; and the outcome of any litigation related to the Offer or any other offer or proposalactivities.

The foregoing ~~sets~~description ~~forth~~of ~~many,~~certain ~~but~~provisions ~~not all,~~ of the ~~factors~~Merger ~~that~~Agreement ~~could~~is qualified ~~cause~~in ~~actual~~its ~~results~~entirety toby ~~differ~~reference ~~from~~to ~~our~~the ~~expectations~~Merger inAgreement, ~~any~~a ~~forward-looking~~copy ~~statement.~~of ~~Investors~~which ~~should~~was ~~consider~~filed ~~this cautionary statement,~~ as ~~well~~Exhibit as2.1 to the ~~risk~~Form ~~factors~~8-K ~~identified in our periodic reports~~ filed ~~with~~by the ~~SEC,~~Company ~~when~~on ~~evaluating~~July 16, ~~our forward-looking statements~~2012.

~~IMPORTANT~~The ~~INFORMATION~~information ~~FOR~~set ~~INVESTORS~~forth ~~AND~~below ~~STOCKHOLDERS~~in Item 5.02 is incorporated by reference into this Item 5.01.

~~This Current Report on Form~~Item ~~8-K~~5.02 ~~does~~Departure ~~not~~of ~~constitute~~Directors ~~an offer to buy~~ or aCertain ~~solicitation~~Officers; ofElection an offer to sell any securities. In response to the amended tender offer by GlaxoSmithKline plc, through its wholly owned subsidiary, H. Acquisition Corp., HGS will file an amendment to its solicitation/recommendation statement on Schedule 14D-9 with the SEC. INVESTORS AND STOCKHOLDERS OF HGS ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of ~~these~~Directors; ~~documents~~Appointment ~~free~~ of ~~charge~~Certain atOfficers; ~~the SEC’s~~Compensatory ~~website~~Arrangements ~~at www.sec.gov. HGS also will provide a copy~~ of ~~these~~Certain ~~materials without charge on its website at www~~Officers.~~hgsi.com.,~~ ~~or stockholders may call HGS’ Information Agent, Innisfree M&A Incorporated, toll-free at 877-717-3926.~~

~~Item~~The ~~9.01.~~Merger ~~Financial~~Agreement ~~Statements~~provides that, after the consummation of the Offer and ~~Exhibits~~at all times thereafter, GSK is entitled to elect or designate a number of directors (the “GSK Designees”) to the Company’s Board of Directors (the “Board”) that is proportionate to the percentage of outstanding Shares owned by it. At all times prior to the effective time of the Merger, GSK is obligated to use its reasonable best efforts to include on the Board at least three members of the Board in office at the time of the execution of the Merger Agreement (the “Continuing Directors”).

Accordingly, in accordance with the terms of the Merger Agreement, effective as of July 30, 2012, each of Allan Baxter, Ph.D., Richard J. Danzig, Collin Goddard, Ph.D., Maxine Gowen, Ph.D., Tuan Ha-Ngoc, John L. LaMattina, Ph.D., George J. Morrow, H. Thomas Watkins and Robert C. Young, M.D. resigned from the Board. The following three directors will continue to serve on the Board as Continuing Directors until the effective time of the Merger: Argeris N. Karabelas, Ph.D., Augustine Lawlor, and Gregory Norden. In addition, effective as of July 30, 2012, the Board appointed the following GSK Designees as members of the Board: Deirdre Connelly, Roger Connor, Chester Koczynski, Adrian Rawcliffe, David Redfern, Ian Tomlinson and Daniel Troy. The Board thereafter fixed the size of the Board at ten directors and appointed the following GSK Designees to serve on the committees of the Board: Deirdre Connelly (dCompensation Committee and Nominating and Corporate Governance Committee), Daniel Troy (Compensation Committee and Nominating and Corporate Governance Committee), Adrian Rawcliffe (Finance Committee) and David Redfern (Finance Committee). In addition, the Board also appointed Augustine Lawlor to the Audit Committee. Each of GSK’s Designees are officers of GSK or one of its subsidiaries and additional information about GSK’s Designees was previously disclosed in the Information Statement comprising Annex C to Amendment No. ~~Exhibits~~12 to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on July 19, 2012 (the “Schedule 14D-9”) and is incorporated herein by reference.

2.1		Agreement and Plan of Merger, dated as of July 16, 2012, among Human Genome Sciences, Inc., GlaxoSmithKline plc and H. Acquisition Corp.*
4.1		Amendment No. 1 to Rights Agreement, dated as of July 16, 2012, between Human Genome Sciences, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent.
99.1		Press Release, dated July 16, 2012.

Effective as of July 30, 2012, the Board removed the following individuals from their respective positions as officers of the Company: H. Thomas Watkins, Susan Bateson, Sally Bolmer, Ph.D., James H. Davis, Ph.D., Barry A. Labinger, Craig C. Parker, Curran Simpson, David P. Southwell and David C. Stump, M.D. In addition, effective as of July 30, 2012, the Board appointed the following individuals to the following offices: Deirdre Connelly, President and Chief Executive Officer; Adrian Rawcliffe, Chief Financial Officer; and Daniel Troy, Secretary.

*4 The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the U.S. Securities and Exchange Commission upon request.

~~SIGNATURES~~The other information required by Item 5.02 of Form 8-K is contained in Schedule 14D-9, including the Information Statement comprising Annex C thereto and such information is incorporated herein by reference.

The foregoing description of certain provisions of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on July 16, 2012.

SIGNATURE

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, Ph.D. Name: James H. Davis, Ph.D. Title: Executive Vice President, General Counsel and Secretary

Date: July 16, 2012

INDEX TO EXHIBITS

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of July 16, 2012, among Human Genome Sciences, Inc., GlaxoSmithKline plc and H. Acquisition Corp.*
4.1		Amendment No. 1 to Rights Agreement, dated as of July 16, 2012, between Human Genome Sciences, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent.
99.1		Press Release, dated July 16, 2012.

* The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the U.S. Securities and Exchange Commission upon request.

HUMAN GENOME SCIENCES, INC.

Date: August 1, 2012

/s/ Chester Koczynski

Chester Koczynski

Vice President

Filing Compare · HUMAN GENOME SCIENCES INC