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As filed with the Securities and Exchange Commission on May 19, 1997.
Registration No. 333-__________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under THE SECURITIES ACT OF 1933
---------------------
TEXAS BIOTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 13-3532643
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
7000 FANNIN STREET, SUITE 1920
HOUSTON, TEXAS 77030
(Address, including Zip Code, of Registrant's Principal Executive Offices)
---------------------
TEXAS BIOTECHNOLOGY CORPORATION AMENDED AND RESTATED
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
---------------------
Name, Address and Telephone Copy of communications to:
Number of Agent for Service:
DAVID B. MCWILLIAMS ROBERT G. REEDY
TEXAS BIOTECHNOLOGY CORPORATION PORTER & HEDGES, L.L.P.
7000 FANNIN STREET, SUITE 1920 700 LOUISIANA STREET, SUITE 3500
HOUSTON, TEXAS 77030 HOUSTON, TEXAS 77002-2370
(713) 796-8822 (713) 226-0600
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
AMOUNT TO OFFERING MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE (2)
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<S> <C> <C> <C> <C>
Common Stock, par value $.005 per share 100,000 $4.34375 $434,375 $150
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(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the
anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(c) and (h), the registration fee is computed upon
the basis of the average of the high and low prices, $4.34375 per
share, at which the Common Stock sold on the American Stock Exchange
as reported on the consolidated reporting system on May 14, 1997.
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This registration statement registers additional securities related to the
Texas Biotechnology Corporation Amended and Restated 1995 Non-Employee Director
Stock Option Plan (the "1995 Plan") of the same class as other securities for
which a registration statement on Form S-8 no. 33-93282 (the "Previous
Registration Statement"), has been previously filed. The Previous Registration
Statement covered an aggregate of 200,000 shares of Common Stock, and this
registration statement increases the shares covered by the 1995 Plan by 100,000
shares. Pursuant to General Instruction E of Form S- 8, the contents of the
Previous Registration Statement are hereby incorporated by reference.
ITEM 8. EXHIBITS
Exhibit Description
------- ----------------------------------------
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Porter & Hedges, L.L.P
(included in Exhibit 5.1 Opinion)
24.1 Power of Attorney (included on the
signature page hereto)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Houston, State of Texas, on May 19, 1997.
TEXAS BIOTECHNOLOGY CORPORATION
By: /s/ Stephen L. Mueller
------------------------------------------
STEPHEN L. MUELLER
VICE PRESIDENT OF ADMINISTRATION
TREASURER AND SECRETARY
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
POWER OF ATTORNEY
Each of the undersigned hereby appoints David B. McWilliams and
Stephen L. Mueller and each of them (with full power to act alone), as attorney
and agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby,
with full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 19th day of May, 1997.
SIGNATURE TITLE
--------- -----
/s/ John M. Pietruski Chairman of the Board of Directors
---------------------------
JOHN M. PIETRUSKI
/s/ David B. McWilliams Director, President and Chief Executive Officer
--------------------------- (Principal Executive Officer)
DAVID B. MCWILLIAMS
/s/ Richard A.F. Dixon Director and Vice President of Research
---------------------------
RICHARD A.F. DIXON
/s/ Stephen L. Mueller Vice President of Administration
--------------------------- Treasurer and Secretary
STEPHEN L. MUELLER (Principal Financial and Accounting Officer)
/s/ Frank C. Carlucci Director
--------------------------
FRANK C. CARLUCCI
Director
----------------------------
RITA R. COLWELL
/s/ Robert J. Cruikshank Director
----------------------------
ROBERT J. CRUIKSHANK
/s/ James T. Willerson Director
----------------------------
JAMES T. WILLERSON
/s/ James A. Thomson Director
----------------------------
JAMES A. THOMSON
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INDEX TO EXHIBITS
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Number Description
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<S> <C>
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 Opinion)
24.1 Power of Attorney (included on the signature page hereto)
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EXHIBIT 5.1
[PORTER & HEDGES, L.L.P. LETTERHEAD]
May 12, 1997
Texas Biotechnology Corporation
7000 Fannin, Suite 1920
Houston, Texas 77030
Ladies and Gentlemen:
We have acted as counsel to Texas Biotechnology Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended. The Registration Statement relates to an aggregate of 100,000 shares
(the "Shares") of the Company's common stock, par value $.005 per share. The
Shares are subject to issuance on the exercise of options granted, or to be
granted, under the Company's Amended and Restated 1995 Non-Employee Director
Stock Option Plan (the "Plan").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
Based on such examination and review and on representations made to us
by the officers and directors of the Company, we are of the opinion that the
Shares have been duly and validly authorized and will, on issuance and delivery
as contemplated in the Plan, be validly issued, fully paid and nonassessable
shares of the Company's capital stock.
The firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter & Hedges, L.L.P.
Porter & Hedges, L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors
Texas Biotechnology Corporation:
We hereby consent to the use of our report incorporated herein by reference
dated February 21, 1997, related to the consolidated financial statements of
Texas Biotechnology Corporation and subsidiary as of December 31, 1996 and
1995, for each of the years in the three-year period ended December 31, 1996,
and for the period from August 2, 1989 (date of incorporation) to December 31,
1996.
/s/ KPMG Peat Marwick LLP
Houston, Texas
May 13, 1997
