<PAGE> 1
As filed with the Securities and Exchange Commission on November 4, 1998.
REGISTRATION NO. 33-92152
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TEXAS BIOTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3532643
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
7000 FANNIN, SUITE 1920
HOUSTON, TEXAS 77030
(713) 796-8822
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
STEPHEN L. MUELLER
TEXAS BIOTECHNOLOGY CORPORATION
7000 FANNIN, SUITE 1920
HOUSTON, TEXAS 77030
(713) 796-8822
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
With copies to:
PORTER & HEDGES, L.L.P.
700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77002-2764
ATTN: ROBERT G. REEDY
(713) 226-0600
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the Registration Statement became effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with a dividend or
interest reinvestment plan, please check the following box.[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE> 2
DEREGISTRATION OF UNSOLD SHARES OF COMMON STOCK
Pursuant to its Registration Statement on Form S-3 (No. 33-92152), Texas
Biotechnology Corporation, a Delaware corporation (the "Company"), registered
4,087,485 shares of its common stock, par value $.005 per share (the "Common
Stock"). As of November 4, 1998, 2,999,604 shares of Common Stock had been sold
pursuant to the Registration Statement.
The Company hereby deregisters the remaining 1,087,881 shares of Common
Stock registered hereby.
2
<PAGE> 3
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
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on November 4, 1998.
TEXAS BIOTECHNOLOGY CORPORATION
By: /s/
----------------------------------
Stephen L. Mueller
Vice President, Finance and
Administration, Treasurer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on November 4, 1998.
SIGNATURE TITLE
--------- -----
* Director, Chairman of the Board of Directors
- ------------------------------
John M. Pietruski
* Director, President and Chief Executive Officer
- ----------------------------- (Principal Executive Officer)
David B. McWilliams
* Director, Vice President of Research
- -----------------------------
Richard A. F. Dixon, Ph.D.
/s/ Vice President, Finance and Administration,
- ----------------------------- Treasurer and Secretary (Principal Financial
Stephen L. Mueller and Accounting Officer)
* Director and Chairman of the
- ----------------------------- Scientific Advisory Board
James T. Willerson, M.D.
3
<PAGE> 4
SIGNATURE TITLE
--------- -----
Director
- -----------------------------
Ron J. Anderson, M.D.
* Director
- -----------------------------
Frank C. Carlucci
* Director
- -----------------------------
Robert J. Cruikshank
* Director
- -----------------------------
James A. Thomson, Ph.D.
*By: /s/
-------------------------
Stephen L. Mueller,
Individually and as
attorney-in-fact
