<PAGE> 1
PROXY STATEMENT
PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Section 240.14a-11(c) or Section
240.14a-12
TEXAS BIOTECHNOLOGY CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS BIOTECHNOLOGY CORPORATION
---------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which the transaction
applies:
-----------------------------------------------------------
(2) Aggregate number of securities to which the transaction
applies:
-----------------------------------------------------------
(3) Per unit price or other underlying value of the transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
-----------------------------------------------------------
(4) Proposed maximum aggregate value of the transaction:
-----------------------------------------------------------
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing:
(1) Amount previously paid:
-----------------------------------------
(2) Form, Schedule or Registration Statement:
-----------------------
(3) Filing Party:
---------------------------------------------------
(4) Date Filed:
-----------------------------------------------------
<PAGE> 2
TEXAS BIOTECHNOLOGY CORPORATION
7000 FANNIN STREET, 20TH FLOOR
HOUSTON, TEXAS 77030
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 8, 2000
-------------------------
You are cordially invited to attend the annual meeting of the
stockholders of Texas Biotechnology Corporation which will be held at 9:00 a.m.
(Houston time) on June 8, 2000 at The St. Regis Hotel, 1919 Briar Oaks Lane,
Houston, Texas 77027. At the meeting we will:
1. Elect a board of nine directors;
2. Consider and act on a proposal to amend the Amended and Restated 1995
Non-Employee Director Stock Option Plan;
3. Consider and act on such other business as may properly come before the
meeting.
A record of stockholders was taken at the close of business on April
17, 2000, and only those stockholders of record on that date will be entitled to
notice of and to vote at the meeting. A stockholders' list will be available at
our offices, 7000 Fannin Street, 20th Floor, Houston, Texas 77030, for a period
of ten days prior to the meeting.
Your vote is important. Whether or not you expect to attend the
meeting, please sign and date the enclosed proxy card and return it to us
promptly. A stamped envelope has been provided for your convenience. The prompt
return of proxies will ensure a quorum and save us the expense of further
solicitation.
By Order of the Board of Directors,
/s/ STEPHEN L. MUELLER
--------------------------------------------
STEPHEN L. MUELLER,
Vice President, Finance and Administration,
Secretary and Treasurer
May 1, 2000
<PAGE> 3
TEXAS BIOTECHNOLOGY CORPORATION
7000 FANNIN STREET, 20TH FLOOR
HOUSTON, TEXAS 77030
PROXY STATEMENT
Our Board of Directors is soliciting proxies for the annual meeting of
our stockholders to be held in Houston, Texas on June 8, 2000, and at any
adjournment thereof, for the purposes set forth in the accompanying notice. This
proxy statement and the accompanying proxy card are being mailed to stockholders
on or about May 1, 2000. Because many stockholders are unable to attend the
meeting, the board of directors solicits proxies to ensure that each stockholder
has an opportunity to vote on all matters scheduled to come before the meeting.
Stockholders are urged to read carefully the material in this proxy statement.
QUESTIONS AND ANSWERS
Q: Who can attend and vote at the meeting?
A: You can attend and vote at the meeting if you were a stockholder at the
close of business on the record date, April 17, 2000. On that date,
there were 40,704,902 shares outstanding and entitled to vote at the
meeting.
Q: What am I voting on?
A: You are voting on:
o The election of directors; and
o The approval of an amendment to the Amended and Restated 1995
Non-Employee Director Stock Option Plan.
The nine individuals receiving the highest number of "FOR" votes will
be elected to the board of directors. The approval of the amendment to
the Amended and Restated 1995 Non-Employee Director Stock Option Plan,
commonly known as the 1995 director plan, requires the affirmative
"FOR" vote of a majority of the shares present or represented at the
meeting and entitled to vote.
1
<PAGE> 4
Q: How do I cast my vote?
A: If you hold your shares as a stockholder of record, you can vote in
person at the annual meeting or you can vote by mail. If you are a
street-name stockholder, you will receive instructions from your bank,
broker or other nominee describing how to vote your shares.
The enclosed proxy card contains instructions for voting by mail. The
proxies identified on the back of the proxy card, Messrs. McWilliams
and Mueller and Dr. Dixon, will vote the shares of which you are the
stockholder of record in accordance with your instructions. If you
submit a proxy card without giving specific voting instructions, the
proxies will vote those shares as recommended by the board of
directors.
Q: How does the board recommend I vote on the proposals?
A: The board recommends you vote "FOR" each of the nominees to the board
of directors and "FOR" the amendment to the 1995 director plan.
Q: Can I revoke my proxy card?
A: Yes. You can revoke your proxy card at any time before it is exercised
by:
o submitting a properly signed proxy card with a more recent
date;
o giving written notice of your revocation before the meeting to
our Secretary, Mr. Mueller, at our offices, 7000 Fannin
Street, 20th Floor, Houston, Texas 77030; or
o attending the meeting and voting your shares in person.
Q: Who will count the vote?
A: The inspector(s) of election, will count the vote. A representative of
our transfer agent, Bank of New York, will act as the inspector of the
election.
Q: What is a "quorum?"
A: A quorum is the presence at the meeting, in person or by proxy, of the
holders of a majority of the outstanding shares as of the record date.
There must be a quorum for the meeting to be held. If you submit a
valid proxy card or attend the meeting, your shares will be counted to
determine whether there is a quorum. Abstentions and broker non-votes
count toward the quorum. "Broker
2
<PAGE> 5
non-votes" occur when nominees (such as banks and brokers) that hold
shares on behalf of beneficial owners do not receive voting
instructions from the beneficial owners by ten days before the meeting
and do not have discretionary voting authority to vote those shares.
Q: What vote is required to approve each item?
A: The director nominees will be elected by a plurality of the votes cast
at the annual meeting. All other matters to be considered at the
meeting require the affirmative vote of a majority of the shares
entitled to vote and present or represented at the meeting. In a
plurality vote, abstentions are not considered a vote cast and will not
affect the outcome. In a majority vote, however, express abstentions
are considered present or represented at the meeting and have the
effect of a vote against a particular matter. Broker non-votes will not
affect the outcome of any vote on the matters presented at the annual
meeting because we believe brokers have discretion to vote on these
matters.
Q: What shares are included on my proxy card?
A: Your proxy card represents all shares registered to your account in the
same social security number and address.
Q: What does it mean if I get more than one proxy card?
A: Your shares are probably registered in more than one account. You
should vote each proxy card you receive. We encourage you to
consolidate all your accounts by registering them in the same name,
social security number and address.
Q: How many votes can I cast?
A: On all matters you are entitled to one vote per share.
Q: When are stockholder proposals due for the 2001 Annual Meeting of
Stockholders?
A: If you want to present a proposal from the floor at the 2001 Annual
Meeting, you must give us written notice of your proposal no later than
April 19, 2001. If instead of presenting your proposal at the meeting
you want your proposal to be considered for inclusion in next year's
proxy statement, you must submit the proposal in writing to the
3
<PAGE> 6
Secretary so that it is received at the above address by December 31,
2000. Your notice should be sent to the Secretary, Texas Biotechnology
Corporation, 7000 Fannin, 20th Floor, Houston, Texas 77030.
Q: Where can I find the voting results of the meeting?
A: The preliminary voting results will be announced at the meeting. The
final results will be published in our quarterly report on Form 10-Q
for the second quarter of fiscal 2000.
4
<PAGE> 7
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ELECTION OF DIRECTORS................................................... 6
Nominees....................................................... 6
Director Compensation and Board Committees..................... 9
Vote Required for Election..................................... 10
APPROVAL OF THE AMENDED AND RESTATED 1995 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN AMENDMENT.................................... 11
Vote Required for Approval..................................... 12
OTHER INFORMATION....................................................... 13
Principal Stockholders......................................... 13
Executive Officers............................................. 14
Executive Compensation......................................... 15
Compensation Committee Report.................................. 17
Performance Graph.............................................. 19
Executive Employment and Severance Agreements.................. 20
Auditors....................................................... 21
Section 16(a) Beneficial Ownership Reporting Compliance........ 21
Stockholder Proposal Information............................... 21
Other Matters.................................................. 22
Exhibit A - Amended and Restated 1995 Non-Employee Director
Stock Option Plan Amendment.............................. A-1
</TABLE>
A Copy of the Annual Report which includes the Form 10-K of Texas
Biotechnology Corporation is being mailed with this proxy statement.
You may receive an additional copy of the Form 10-K, our Quarterly
Reports on Form 10-Q and other information at no charge upon request
directed to: Stephen L. Mueller, Secretary, Texas Biotechnology
Corporation, 7000 Fannin, 20th Floor, Houston, Texas 77030.
5
<PAGE> 8
PROPOSAL 1
ELECTION OF DIRECTORS
At the annual meeting, nine directors are to be elected. Each director
is to hold office until the next annual meeting of stockholders or until his
successor is elected and qualified. The persons named in the accompanying proxy
have been designated by the board of directors, and unless authority is
withheld, they intend to vote for the election of the nominees named below to
the board of directors. All of the nominees have previously been elected by our
stockholders. If any nominee should become unavailable for election, the proxy
may be voted for a substitute nominee selected by the persons named in the proxy
or the board of directors may be reduced accordingly; however, we are not aware
of any circumstances likely to render any nominee unavailable.
NOMINEES
Certain information regarding the nominees is set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR SINCE
- ---- --- -------- --------------
<S> <C> <C> <C>
John M. Pietruski (1)(2) 67 Chairman of the Board of Directors 1990
David B. McWilliams (1) 57 President, Chief Executive Officer
and Director 1992
Richard A. F. Dixon, Ph.D. (1) 46 Senior Vice President, Research,
Chief Scientific Officer and Director 1990
James T. Willerson, M.D. (1)(3) 60 Chairman of the Scientific Advisory
Board and Director 1990
Ron J. Anderson, M.D. (3) 53 Director 1997
Frank C. Carlucci (2) 69 Director 1990
Robert J. Cruikshank (3) 69 Director 1993
Suzanne Oparil, M.D. (3) 58 Director 1999
James A. Thomson, Ph.D. (2) 55 Director 1994
</TABLE>
- ------------------------
(1) Member, Executive Committee of the board of directors
(2) Member, Compensation and Personnel Committee of the board of directors
(3) Member, Audit Committee of the board of directors
John M. Pietruski has served as our chairman of the board of directors
since May 1990. Mr. Pietruski has served as President of Dansara Company, a
private investment consulting firm, since 1988. He served as Chairman of the
board of directors and Chief Executive Officer of Sterling Drug Inc., a
pharmaceutical company, from 1985 to 1988 and as President and Chief Operating
Officer from 1983 to 1985. Mr. Pietruski currently serves as a director of
General Public Utilities Corporation, Hershey Foods Corporation, Lincoln
National Corporation and Professional Detailing, Inc. Mr. Pietruski received a
B.S. degree with honors in business administration from Rutgers University,
where he graduated Phi Beta Kappa.
6
<PAGE> 9
David B. McWilliams has served as our President and Chief Executive
Officer and as a member of the board of directors since July 1992. Mr.
McWilliams joined us after serving as President, Chief Executive Officer of
Zonagen, Inc., a pharmaceutical research company involved in reproductive
health, from June 1989 to July 1992, where he was also a director. He was also
President and Chief Executive Officer of Kallestad Diagnostics, a medical
diagnostics manufacturing company, from 1984 to 1988. Mr. McWilliams served as
President of E.M. Industries, Harleco Diagnostics Division from 1980 to 1984. He
has held various executive and senior management positions with Abbott
Laboratories, McKinsey & Company and Amoco Chemicals Corporation and currently
serves as a director of Structural Bioinformatics, Inc. Mr. McWilliams received
a B.S. from Washington and Jefferson College in chemistry, graduating magna cum
laude and Phi Beta Kappa, and received an M.B.A. from the University of Chicago.
Richard A.F. Dixon, Ph.D. has served as our Senior Vice President,
Research and Chief Scientific Officer since March 2000, and as a member of the
board of directors since July 1990. Dr. Dixon served as our Vice President,
Research from December 1992 to March 2000 and as Scientific Director and
Director of Molecular Biology from July 1990 to December 1992. Dr. Dixon joined
us after serving as a Director and Head of Molecular Biology at Merck Sharp &
Dohme Research Laboratories, a division of Merck & Co. from 1988 to July 1990.
In addition, Dr. Dixon serves as a Professor of the Department of Internal
Medicine at The University of Texas Medical School at Houston. Dr. Dixon is the
author or co-author of more than 100 scientific papers and has invented twelve
patented therapeutic technologies. He received a B.S. degree from Texas A & M
University, graduating cum laude, and received a Ph.D. in virology from the
Baylor College of Medicine.
James T. Willerson, M.D. has served as chairman of our scientific
advisory board since January 1990 and has been a member of the board of
directors since May 1990. Dr. Willerson has served as a professor and chairman
of the Department of Internal Medicine at The University of Texas Medical School
at Houston since 1989. In 1995, he was appointed Medical Director of the Texas
Heart Institute, Houston, Texas. He was Chief of Cardiology of Parkland Memorial
Hospital in Dallas, Texas from 1975 to 1989, director and principal investigator
of The University of Texas Southwestern Medical School Ischemic Heart Disease,
Specialized Center of Research, in Dallas from 1975 to 1989, director of the
cardiology division at The University of Texas Southwestern Medical School from
1977 to 1989, and professor of medicine and professor of radiology from 1979 to
1989. He also served as co-director of the Bugher Molecular Biology and
Cardiology Research Center at The University of Texas Health Science Center in
Dallas from 1986 to 1989. Dr. Willerson has published nearly 700 manuscripts and
has been editor or co-editor of 18 textbooks. He was selected for membership in
the Institute of Medicine of the National Academy of Science in 1998 and named
"Distinguished Scientist" of the American College of Cardiology for 2000. In
1961, Dr. Willerson received a B.A. from The University of Texas at Austin,
graduating Phi Beta Kappa. In 1965, he received an M.D. from the Baylor College
of Medicine, graduating as a member of Alpha Omega Alpha. Dr. Willerson's
medical and cardiology training was undertaken at the Massachusetts General
Hospital, Boston, Massachusetts.
7
<PAGE> 10
Ron J. Anderson, M.D. has served as a member of the board of directors
since December 1997. He has been President and Chief Executive Officer of
Parkland Health & Hospital System since 1982. Parkland is the general public
hospital for Dallas County, Texas and the primary teaching hospital for The
University of Texas Southwestern Medical Center at Dallas. He previously served
as Parkland's Medical Director for Ambulatory Care and Emergency Services. He
served concurrently as head of the Division of Ambulatory Care, which became the
Division of General Internal Medicine under his guidance in the Department of
Internal Medicine at Southwestern. Dr. Anderson has remained on the faculty of
the Medical School as Professor of Internal Medicine. Dr. Anderson is also a
director of Parkland Foundation and Texans Care for Children. He is the Chief
Executive Officer and serves on the Board of Directors of Parkland Community
Health Plan and is an advisory board member of Texas Health Choice. Dr. Anderson
is also the Chairman of the Texas Hospital Association, a member of the board of
directors of the National Association of Public Hospitals and National Public
Health and Hospital Institute. In 1997 he was elected to the Institute of
Medicine of the National Academy of Sciences. He has authored and co-authored
more than 200 articles on medicine, ethics, and health policy. Dr. Anderson
received his medical degree from the University of Oklahoma and his pharmacy
degree from Southwestern Oklahoma State University where he was selected as a
Distinguished Alumni in 1987.
Frank C. Carlucci has served as a member of the board of directors
since May 1990. He has been principally employed as Chairman and a Partner in
The Carlyle Group, a Washington, D. C. based merchant bank since 1989. Mr.
Carlucci served as Secretary of Defense from 1987-1989 and as President Reagan's
National Security Advisor in 1987. Prior to returning to Government service, Mr.
Carlucci was Chairman and CEO of Sears World Trade, a business he joined in
1983. His Government service included positions as Deputy Secretary of Defense
(1980-82), Deputy Director of Central Intelligence (1978-80), Ambassador to
Portugal (1975-78), Under Secretary of Health Education and Welfare (1973-75),
Deputy Director of OMB (1970-72), and Director of the Office of Economic
Opportunity (1969). Mr. Carlucci was a Foreign Service Officer from 1956 to
1980. Mr. Carlucci is the Chairman of the Neurogen Corporation board of
directors, the Nortel Networks board of directors and the US-ROC Taiwan Business
Council. Mr. Carlucci is also a director of Ashland Inc., Kaman Corporation, The
Quaker Oats Company, SunResorts, Ltd., N.V., and Pharmacia & Upjohn, Inc. Mr.
Carlucci graduated from Princeton University and also attended Harvard Business
School.
Robert J. Cruikshank has served as a member of the board of directors
since May 1993. Mr. Cruikshank was a senior partner at Deloitte & Touche LLP
from 1989 until retiring in March 1993. Mr. Cruikshank was a partner, office
managing partner and member of the board of directors of the predecessor firms
to Deloitte & Touche LLP in Houston from 1968 until 1989. He is a trustee of the
Ray C. Fish Foundation and Texas Medical Center. He also serves as a director of
Reliant Energy Incorporated, MAXXAM Incorporated, Kaiser Aluminum Corporation,
Weingarten Realty Investors and as an advisory board member of Compass Bank of
Houston. Mr. Cruikshank is a past chairman of the American Heart Association, is
active at the affiliate levels and is a past Regent of the University of Texas
System. Mr. Cruikshank received a B.A. in economics and accounting from Rice
University and completed the Advanced Management Program at Harvard University.
8
<PAGE> 11
Suzanne Oparil, M.D. has served as a member of the board of directors
since May 1999. She has been a professor of medicine since 1981, Director of the
Vascular Biology and Hypertension since 1985, and professor of physiology and
biophysics since 1993, in the Division of Cardiovascular Disease at The
University of Alabama at Birmingham. She has served as president of the American
Federation of Clinical Research. Dr. Oparil is also a member of the American
Society of Clinical Investigation, the Association of American Physicians, and
of the Institute of Medicine of the National Academy of Sciences. In addition,
she has held advisory positions with the National Institutes of Health,
including membership on a number of task forces, advisory committees and peer
review committees. Dr. Oparil was a past president of the American Heart
Association and is an active volunteer at both the national and affiliate
levels. She was a recipient of the University of Alabama President's Achievement
Award. Dr. Oparil has an extensive bibliography in clinical cardiology and
hypertension, including over 350 journal articles, books and book chapters. Dr.
Oparil received her medical degree from Columbia University, College of
Physicians and surgeons in 1965.
James A. Thomson, Ph.D. has served as a member of the board of
directors since May 1994. He has been President and Chief Executive Officer of
the RAND Corporation since 1989 and has served the institution in a variety of
roles beginning in 1981. The RAND Corporation is a non-profit institution that
seeks to improve public policy through research analysis in such areas as
national defense, education and health. He also serves as a director of AK Steel
Holding Co. and of Entrust Technologies Corp. From 1977 until 1981, he served on
the National Security Council, at the White House. From 1974 until 1977, Dr.
Thomson served as an operations research analyst in the Office of the Secretary
of Defense, the Pentagon. Dr. Thomson is the author of numerous scholarly
articles and reports on defense and scientific subjects. Dr. Thomson graduated
from the University of New Hampshire in 1967 and received an M.S. and Ph.D. in
Physics from Purdue University.
DIRECTOR COMPENSATION AND BOARD COMMITTEES
During 1999, the board of directors held nine meetings. All directors,
except for James T. Willerson, attended at least 75% of the total meetings of
the board and the committees on which they serve. We believe that attendance at
meetings of the board is only one criterion for judging the contribution of
individual directors, and that all directors have made substantial and valuable
contributions.
Director Compensation. During the year ended December 31, 1999, each
non-employee director received a retainer of $2,000 per quarter, fees of $1,000
for each meeting of the board of directors attended in person and $150 for each
meeting conducted by telephone. Non-employee directors received a fee of $200
for each committee meeting attended in person and a fee of $100 for each
committee meeting conducted by telephone. Dr. Willerson, however, has declined
all retainer or meeting fees. In addition, directors are reimbursed for expenses
incurred in attending meetings of the board and its committees. Non-employee
directors may elect to receive part or all of the quarterly retainer and fees in
common stock pursuant to the Amended and Restated 1995 Non-Employee Director
Stock Option Plan, commonly known as the 1995 director plan. Non-employee
directors are eligible to participate in the 1995 director plan, the Amended and
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<PAGE> 12
Restated 1990 and 1992 Incentive Stock Option Plans and the 1999 Stock Incentive
Plan. The 1995 director plan entitles each eligible director to receive options
to purchase 15,000 shares of common stock on their initial election to the board
and options to purchase 7,500 shares of common stock on each subsequent election
to the board.
Executive Committee. The current members of the executive committee are
David B. McWilliams (Chair), Richard A.F. Dixon, James T. Willerson and John M.
Pietruski. The executive committee did not meet during 1999. The executive
committee may act on behalf of the board on all matters permitted by Delaware
corporate law except as limited by our Certificate of Incorporation and Bylaws.
All actions taken by the executive committee must be reported at the board's
next meeting.
Audit Committee. The current members of the audit committee are Robert
J. Cruikshank (Chair), Ron J. Anderson, James T. Willerson and Suzanne Oparil.
The audit committee met once during 1999. The audit committee assists the board
in fulfilling its responsibilities to stockholders and other matters relating to
our corporate accounting and reporting practices and the quality and integrity
of our financial reports. The audit committee recommends the selection of
independent accountants, reviews the independent accountants' report on our
internal control systems and reviews the scope and results of the external audit
process.
Compensation and Personnel Committee. The current members of the
compensation and personnel committee are John M. Pietruski (Chair), Frank C.
Carlucci and James A. Thomson. The compensation and personnel committee met
three times during 1999. The compensation and personnel committee reviews and
recommends to the board of directors the compensation and employee benefits for
our elected officers, and the key officers and employees who participate in
various incentive compensation plans. This committee approves the grant of stock
options, including the number of shares subject to and the exercise price of,
each stock option granted, in accordance with our various stock option plans and
administers any incentive plans and bonus plans. The compensation and personnel
committee is also responsible for reviewing our significant personnel
compensation policies and benefit programs and major changes thereto, and our
management's long-range planning for executive development and succession. This
committee establishes policies on management perquisites, and also monitors our
non-discrimination polices and practices. Following the compensation and
personnel committee's review and approval, all issues pertaining to officer
compensation, other than stock options and stock incentives, are submitted to
the full board of directors for approval.
VOTE REQUIRED FOR ELECTION
The nine nominees for election as directors at the annual meeting who
receive the greatest number of votes cast for election by the stockholders will
be elected as our directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NINE NOMINEES TO OUR
BOARD OF DIRECTORS.
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<PAGE> 13
PROPOSAL 2
APPROVAL OF THE AMENDED AND RESTATED 1995 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN AMENDMENT
The purpose of the 1995 director plan, is:
o to align the personal financial incentive of our directors
with our interest in the long-term growth of our business and
the interests of our stockholders through the ownership and
performance of our common stock and
o to permit us to attract and retain qualified non-employee
directors by offering comparable compensation packages to
those offered by other competitive and growing companies in
the industry.
The 1995 director plan entitles each non-employee director to receive:
o a non-qualified stock option, commonly known as NQO, to
purchase 15,000 shares of common stock upon their initial
election to the board of directors;
o a NQO to purchase 7,500 shares of common stock upon each
subsequent election; and
o common stock in lieu of cash to be issued upon a proper
conversion election, for compensation provided to non-employee
directors for meeting attendance.
There are currently seven existing non-employee directors that are
eligible to participate in the 1995 director plan. Each NQO granted under the
1995 director plan is exercisable at a per share exercise price equal to the
fair market value of a share of common stock on the date of grant of such NQO
and vests one-third on the date of grant and one-third at the end of each of the
two subsequent calendar years.
Currently, the 1995 director plan provides that the maximum amount of
shares subject to the plan is 300,000. As of March 31, 2000, only 57,557 shares
remained available under the 1995 director plan. As described above,
non-employee directors may elect to receive stock in lieu of cash directors fees
which will have the effect of utilizing shares otherwise available for option
grants under the 1995 director plan. Because of this, and the need to keep
options available for new directors, we believe that in order to assure that
adequate shares are available for grant pursuant to the 1995 director plan, the
authorized shares available for use pursuant to this plan should be increased
from 300,000 to 500,000.
Effective March 6, 1999, the compensation and personnel committee
adopted a plan amendment, subject to the approval of our stockholders. The
amendment appears as Exhibit A, entitled the Amended and Restated 1995
Non-Employee Director Stock Option Plan Amendment, to this proxy statement.
11
<PAGE> 14
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the shares of
common stock outstanding, entitled to vote and represented at the annual
meeting, in person or by proxy, is required to approve the 1995 director plan
amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE 1995
DIRECTOR PLAN AMENDMENT.
12
<PAGE> 15
OTHER INFORMATION
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of our common
stock as of April 17, 2000 by:
o each person who is known by us to be the beneficial owner of
more than 5% of our outstanding common stock;
o each of our executive officers and directors; and
o all of our directors and executive officers as a group.
Unless otherwise noted, each person has sole investment and voting
power of the shares listed. The information in the following table is based on
information supplied by officers, directors and principal stockholders and
filings, if any, filed with the Securities and Exchange Commission by each
person.
<TABLE>
<CAPTION>
NUMBER OF SHARES
------------------------------------------------
EXERCISABLE
OPTIONS/
WARRANTS PERCENT
TO PURCHASE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1) SHARES SHARES TOTAL CLASS
- ------------------------------------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Larry N. Feinberg (2) .................... 3,637,224 -- 3,637,224 8.9%
Ron J. Anderson, M.D ..................... -- 22,000 22,000 *
Frank C. Carlucci ........................ 39,176 42,077 81,253 *
Robert J. Cruikshank ..................... 10,000 38,219 48,219 *
Richard A. F. Dixon, Ph.D ................ 85,714 450,288 536,002 1.3%
David B. McWilliams ...................... 60,862 608,745 669,607 1.6%
Stephen L. Mueller ....................... 8,250 146,632 154,882 *
Pamela M. Murphy ......................... -- 19,751 19,751 *
Suzanne Oparil, M.D ...................... 218 5,000 5,218 *
John M. Pietruski ........................ 44,273(3) 51,892 96,165 *
James A. Thomson, Ph.D ................... 1,659(4) 35,367 37,026 *
Joseph M. Welch .......................... 2,000 142,466 144,466 *
James T. Willerson, M.D .................. 99,999(5) 33,872 133,871 *
All directors and executive officers
as a group (12 persons) .......... 352,151 1,596,309 1,948,460 4.6%
</TABLE>
- ---------------------------
* Less than 1%
(1) Unless otherwise indicated, the address of all persons set forth above is
7000 Fannin, 20th Floor, Houston, Texas 77030.
(2) The address of Mr. Feinberg is 712 Fifth Avenue, 45th Floor, New York, New
York 10019. Mr. Feinberg is the deemed beneficial holder of shares of
common stock held by various partnerships and by managed accounts over
which Oracle Investment Management, Inc. has investment discretion.
(3) Includes 42,857 shares held by the Pietruski Family Partnership, of which
Mr. Pietruski is the general partner.
(4) Includes 200 shares held by Mr. Thomson's granddaughter.
(5) Includes 14,285 shares owned by The James T. Willerson Fund, Inc., a
not-for-profit corporation, of which Dr. Willerson is the Chairman of the
board of directors.
13
<PAGE> 16
EXECUTIVE OFFICERS
Our executive officers serve at the pleasure of the board of directors
and are subject to annual appointment by the board at its first meeting
following the annual meeting of stockholders. All of our executive officers are
listed in the following table, and certain information concerning those officers
who are not also members of the board of directors follows the table:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
David B. McWilliams 57 President, Chief Executive Officer and Director
Richard A. F. Dixon, Ph.D. 46 Senior Vice President, Research and Chief Scientific Officer
Stephen L. Mueller 52 Vice President, Finance and Administration, Secretary and Treasurer
Pamela M. Murphy 49 Vice President, Corporate Communications
Joseph M. Welch 59 Vice President, Business Development
</TABLE>
Stephen L. Mueller has served as Vice President, Finance and
Administration since March 1998, as Vice President of Administration since March
1995, as Secretary since May 1994 and as Treasurer since December 1991. From
September 1991 to March 1995, Mr. Mueller served as Director of Finance and
Administration. Prior to joining us, Mr. Mueller was a financial consultant for
wholesale distribution and oil and gas companies. Mr. Mueller was Vice President
and Controller of Bado Equipment Co., Inc. in Houston, Texas from 1976 to 1990.
He was associated with Deloitte & Touche, Certified Public Accountants in
Houston, Texas from 1973 to 1976. Mr. Mueller received a B.B.A. from The
University of Texas at Austin in accounting and is a Certified Public Accountant
in the State of Texas.
Pamela M. Murphy joined us in March 1998 as Vice President, Corporate
Communications. Prior to joining us, from July 1997 through March 1998, Mrs.
Murphy served as president of PMM Partners, a marketing communication firm
focused on emerging technology companies. From April 1994 through January 1996,
she was Vice President, Corporate Communications at CYTOGEN Corporation and from
December 1989 through March 1994, she was Vice President, Corporate
Communications and Administration at Greenwich Pharmaceuticals. Mrs. Murphy
received her B.S. in education and psychology from Northern Arizona University
and is currently enrolled in the University of Pennsylvania's executive graduate
program.
Joseph M. Welch has served as Vice President, Business Development
since September 1993, after serving as a consultant to us from April to August
1993. Prior to joining us, Mr. Welch spent 26 years with the Pharmaceutical
Division of DuPont and the DuPont Merck Pharmaceutical Company. From January
1991 to February 1993, Mr. Welch was Associate Director of Licensing for DuPont
Merck Pharmaceutical Company. Prior to that, Mr. Welch spent seven years in
business development. In these positions, he participated in the evaluation and
negotiation of a number of major projects, including the DuPont/Merck joint
venture. Mr. Welch has a M.B.A. from the University of Denver.
14
<PAGE> 17
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table provides information
concerning compensation paid or accrued during the fiscal years ended December
31, 1999, 1998 and 1997 to the Company's Chief Executive Officer and each of the
other five most highly-paid executive officers of the Company collectively known
as the named executive officers determined at the end of the last fiscal year:
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------- ---------------
SHARES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS (1) COMPENSATION
- -------------------------------- --------- ----------- --------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
David B. McWilliams............. 1999 $265,767 -- -- 21,250 --
President and Chief 1998 $250,717 $35,800 -- 123,125 --
Executive Officer 1997 $236,623 -- -- 120,000 --
Richard A.F. Dixon, Ph.D........ 1999 $233,783 -- -- 44,100 --
Senior Vice President, 1998 $220,933 $31,800 -- 74,700 --
Research, Chief Scientific 1997 $210,517 -- -- 86,400 --
Officer
John McMurdo, M.D. (2).......... 1999 $155,458 -- $34,947 (3) 10,000 44,697 (5)
Vice President, Clinical 1998 $ 25,000 -- $ 7,784 (3) 50,000 --
and Regulatory Affairs 1997 -- -- -- -- --
Stephen L. Mueller.............. 1999 $137,667 -- -- 9,450 --
Vice President, Finance and 1998 $128,300 $17,200 -- 41,825 --
Administration, Secretary 1997 $113,750 -- -- 33,600 --
and Treasurer
Pamela M. Murphy (4)............ 1999 $130,000 -- -- 19,250 --
Vice President, Corporate 1998 $ 97,115 -- -- 35,000 --
Communications 1997 -- -- -- -- --
Joseph M. Welch................. 1999 $161,450 -- -- 12,000 --
Vice President, 1998 $152,717 $22,200 -- 32,000 --
Business Development 1997 $145,567 -- -- 34,800 --
</TABLE>
- --------------------
(1) See "Option Grants in Last Fiscal Year" for certain information with
respect to options granted during the fiscal year ended December 31, 1999.
(2) Dr. McMurdo joined us on November 16, 1998 and resigned his position
effective October 11, 1999.
(3) Represents relocation expenses paid and gross up of taxable portion.
(4) Mrs. Murphy joined us on March 23, 1998 and was appointed as an executive
officer on March 2, 1999.
(5) Represents severance pay.
15
<PAGE> 18
Option Grants in Last Fiscal Year. The following table provides
information concerning stock options granted to the Named Executive Officers
during the year ended December 31, 1999:
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION FOR OPTION TERM(1)
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ----------------------------- ----------- -------------- --------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
David B. McWilliams 21,250(2) 4.7% $4.1875 03/02/2009 $ 55,962 $ 141,818
Richard A.F. Dixon, Ph.D. 44,100(2) 9.7% $4.1875 03/02/2009 $ 116,137 $ 294,314
John McMurdo, M.D. 10,000(3) 2.2% $4.1875 09/30/2001 $ 5,619 $ 11,678
Stephen L. Mueller 9,450(2) 2.1% $4.1875 03/02/2009 $ 24,887 $ 63,067
Pamela M. Murphy 19,250(2) 4.2% $4.1875 03/02/2009 $ 50,695 $ 128,471
Joseph M. Welch 12,000(2) 2.6% $4.1875 03/02/2009 $ 31,602 $ 80,086
</TABLE>
- ----------------
(1) Based on actual option term (ten years) and annual compounding at rates
shown. Because the exercise prices of options granted equaled the fair
market value of the Common Stock on the date of grant, the potential
realizable value at 0% is nil.
(2) These are incentive stock options, to the extent allowed by tax law,
granted under the Amended and Restated 1992 Stock Option Plan, and vest
and become exercisable in approximately equal annual installments over
a three-year period beginning March 2, 2000.
(3) These are incentive stock options, to the extent allowed by tax law,
granted under the Amended and Restated 1992 Plan Stock Option Plan, and
were fully vested upon Dr. McMurdo's resignation on October 11, 1999
and expire on September 30, 2001.
Aggregated Option Exercises In Last Fiscal Year and Year-End Option
Values. The following table provides information concerning the number of
unexercised options and the value of in-the-money options held by the named
executive officers as of December 31, 1999:
<TABLE>
<CAPTION>
SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED ON VALUE OPTIONS AT FY-END IN-THE-MONEY OPTIONS(1)
NAME EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David B. McWilliams .......... 60,862 97,856 570,619 143,333 $ 2,233,398 $ 223,750
Richard A.F. Dixon, Ph.D. .... --- --- 431,888 122,700 $ 1,890,914 $ 262,125
John McMurdo, M.D............. --- --- 60,000 --- $ 237,500 ---
Stephen L. Mueller............ --- --- 151,590 48,533 $ 582,101 $ 79,450
Pamela M. Murphy.............. --- --- 11,667 42,583 $ 8,750 $ 89,687
Joseph M. Welch .............. --- --- 128,699 44,933 $ 512,600 $ 84,925
</TABLE>
- ----------------------
(1) Value of in-the-money options calculated based on the closing price per
share of common stock at December 31, 1999 ($7.9375 per share) as
reported by the American Stock Exchange.
Compensation Committee Interlocks and Insider Participation. In January
1992, we entered into a consulting agreement with John M. Pietruski, Chairman of
our board of directors. Under the terms of the agreement, Mr. Pietruski is
expected to devote an average of one day per week to his consulting services for
us, for which he receives an annual fee of $75,000. On January 1, 1999, the
agreement was extended for a two-year period at the same annual fee.
16
<PAGE> 19
COMPENSATION COMMITTEE REPORT
The objective of our compensation program is to provide a compensation
package that will attract, motivate and retain outstanding individuals and align
their success with that of our stockholders.
We initially determine base salaries for management employees by
evaluating the responsibilities of the position held, the experience of the
individual, and by reference to the competitive marketplace for management
talent, including a comparison of base salaries for comparable positions at
comparable companies within the biotechnology industry. In 1992, we recommended
and the board of directors approved, the terms of the employment contract of
David McWilliams, our President and Chief Executive Officer. We felt that this
contract was necessary in order to attract a candidate of Mr. McWilliams'
experience and reputation in the biopharmaceutical industry, which in turn was
deemed necessary in order to enable us to move towards our long-range goal of
developing and marketing commercially viable biopharmaceutical products. In
furtherance of these goals, we have also entered into employment contracts with
our key management personnel. Please see the employment agreements section of
this proxy statement. The employment agreements with key personnel establish
annual base salary amounts that the board of directors, on our recommendation,
may increase from time to time. We determine annual salary adjustments by
evaluating the competitive marketplace, our performance, the performance of the
executive, and any increased responsibilities assumed by the executive. Based on
a number of significant milestones attained during 1999 in our research programs
and progress made in clinical development of certain compounds, we recommended
and the board of directors approved an increase in Mr. McWilliams' compensation
by 5% effective March 1, 2000.
Our principal methods for long-term incentive compensation are our
stock option plans. Compensation under these plans principally takes the form of
incentive and non-qualified stock options with an exercise price of market price
at time of grant. Therefore, key individuals participating in these plans are
rewarded commensurate with increases in stockholder value. Our stock option
plans provide a non-cash form of compensation, which is intended to attract and
retain qualified personnel.
In addition during 1998, the board of directors instituted a bonus plan
for executive officers and certain other key personnel. Bonuses are paid based
upon attainment of annual corporate goals as approved by the board of directors.
Bonuses may be a combination of cash and restricted common stock from our stock
option plans. There were no bonuses earned based on 1999 performance.
We are authorized to make incentive awards under our stock option plans
to our key individuals, including our officers. In determining incentive awards
for management, we consider our management's ability to implement research and
clinical development programs, successful completion of corporate partnering
agreements, financing activities, and control of expenses. We utilize incentive
awards as a key element to provide incentives for employees and officers
consistent with the goal of increasing stockholder value.
17
<PAGE> 20
Based on these criteria, during the fiscal year ended December 31,
1999, we granted to Mr. McWilliams, options to purchase common stock covering an
aggregate of 21,250 shares at an exercise price of $4.1875 per share. At
December 31, 1999, Mr. McWilliams held options covering an aggregate of 713,952
shares of common stock. Of those, options covering an aggregate of 570,619
shares were vested and exercisable. Please see the Executive Compensation,
Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values
section of this proxy statement.
The Revenue Reconciliation Act of 1993 restricts the ability of a
publicly held corporation to deduct compensation in excess of $1,000,000 paid to
its chief executive officer and the four most highly compensated officers. We
intend to maintain executive compensation packages below this threshold, and
based on its current compensation structure, we do not anticipate that any of
our officers will reach the $1,000,000 threshold in the near future.
John M. Pietruski, Chairman
Frank C. Carlucci
James A. Thomson
18
<PAGE> 21
PERFORMANCE GRAPH
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG TEXAS BIOTECHNOLOGY CORPORATION,
AMEX MARKET INDEX AND PEER GROUP INDEX
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
COMPANY
- -------
<S> <C> <C> <C> <C> <C>
Texas Biotechnology Corporation 143.48 304.35 430.43 343.48 552.17
Peer Group 133.87 172.98 195.36 149.85 225.10
AMEX Market Index 128.90 136.01 163.66 161.44 201.27
</TABLE>
The peer group consists of COR Therapeutics, Inc., Sicor, Inc., Corvas
International, Inc., and Vertex Pharmaceuticals Incorporated. We believe that
this peer group is comparable to us in that it includes companies from the same
industry sector at approximately the same stage of development.
19
<PAGE> 22
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTS
In July 1992, we entered into a three-year employment agreement with
David B. McWilliams to serve as our President and Chief Executive Officer. Upon
the expiration of the initial term, the agreement automatically renews for
successive one-year periods unless either party provides notice at least sixty
days before scheduled expiration. Under the agreement, Mr. McWilliams is
entitled to receive a total salary package of $195,000. In addition, Mr.
McWilliams was granted an option to purchase 142,858 shares of common stock at
$3.50 per share. The option vested over a five-year period ending in July 1997.
We may terminate Mr. McWilliams' employment for any reason; however, if such
termination is not due to disability or for cause, Mr. McWilliams will be
entitled to receive his salary and benefits under the agreement for one year
following termination. Effective March 1, 2000, the compensation committee
increased Mr. McWilliams' annual salary package to $281,715.
In July 1990, we entered into a five-year employment agreement with Dr.
Richard A.F. Dixon to serve as our Scientific Director and Director of Molecular
Biology. Upon the expiration of the initial term, the agreement automatically
renews for successive one-year periods unless either party provides notice at
least sixty days before scheduled expiration. Under the agreement, Dr. Dixon is
entitled to receive an annual salary of $175,000 and was granted an option to
purchase 14,286 shares of common stock at $3.50 per share. Effective March 1,
2000, the compensation committee increased Dr. Dixon's annual salary to
$250,160.
We entered into an employment agreement with Pamela M. Murphy in March
1998. Under the agreement, Ms. Murphy is entitled to receive an annual salary of
$125,000 and was granted an option to purchase 35,000 shares of common stock at
$7.1875 per share. The option vests over a three-year period ending in March
2001. If we terminate this agreement with Ms. Murphy other than for cause, she
will be entitled to receive six months salary. Effective March 1, 2000 the
compensation committee increased Ms. Murphy's annual salary to $137,550.
On October 11, 1999, Dr. John McMurdo resigned his position and we
entered into a severance agreement with Dr. McMurdo. Under the agreement, Dr.
McMurdo received $107,700 over a six-month period beginning October 12, 1999,
and his 60,000 outstanding options to purchase our common stock became fully
vested. These options are exercisable until they terminate on September 30,
2001.
We entered into an employment agreement with Joseph M. Welch in June
1993. Under the agreement Mr. Welch is entitled to receive an annual salary of
$125,000 and was granted an option to purchase 25,000 shares of common stock at
$3.50 per share. The option vested over a three-year period ending in June 1996.
If we terminate this agreement with Mr. Welch other than for cause, he will be
entitled to receive six months salary. Effective March 1, 2000, the compensation
committee increased Mr. Welch's annual salary to $171,150.
In addition, we signed agreements with six of our officers to provide
certain benefits in the event of a change of control. The agreements provide for
a lump-sum payment in cash ranging from 18 months to three years of annual base
salary and annual bonus if any. The base salary portion of the agreements would
aggregate approximately $2.2 million currently. In
20
<PAGE> 23
addition, the agreements provide for gross-up for certain taxes on the lump-sum
payment, continuation of certain insurance and other benefits for periods of 18
months to three years and reimbursement of certain legal expenses in conjunction
with the agreements. These provisions are intended to replace compensation
continuation provisions of any other agreement in effect for an officer if the
specified event occurs.
AUDITORS
KPMG LLP has served as our independent auditors for a number of years.
Although we anticipate that this relationship will continue to be maintained
during fiscal 2000, we have not proposed any formal action be taken at the
meeting concerning the continued employment of KPMG LLP, because no such action
is legally required. Representatives of KPMG LLP plan to attend the annual
meeting and will be available to answer appropriate questions. These
representatives will be able to make a statement at the meeting if they wish,
although we do not expect them to do so.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers, and persons who own more than 10%
of our equity securities to file initial reports of ownership and reports of
changes in ownership of our common stock with the Securities and Exchange
Commission and to furnish us to copy of each filed report.
To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended December 31, 1999, its officers, directors and
greater than 10% beneficial owners timely filed all required Section 16(a)
reports.
STOCKHOLDER PROPOSAL INFORMATION
If you want to present a proposal from the floor at the 2001 Annual
Meeting or nominate a person for election to the board at such meeting, you must
give us written notice no sooner than March 23, 2001 and no later than April 19,
2001 and follow the procedures outlined in our by-laws. These dates assume we
make notice of the 2001 Annual Meeting at least 65 days prior to such meeting.
If we do not make notice of the 2001 Annual Meeting at least 65 days before the
date of such meeting, your written notice will be timely if we receive it by the
close of business on the 15th day following the date that we publicly announce
the date of the 2001 Annual Meeting. Your notice should be sent to our Secretary
at 7000 Fannin, 20th Floor, Houston, Texas 77030. You may request a copy of the
by-law provisions governing the requirements for notice from our Secretary at
the above address.
If instead of presenting your proposal at the meeting you want your
proposal to be considered for inclusion in next year's proxy statement, you must
submit the proposal in writing to our Secretary so that it is received at the
above address by December 31, 2000.
21
<PAGE> 24
OTHER MATTERS
We have included a copy of our 1999 annual report to stockholders,
which includes our Form 10-K covering the fiscal year ended December 31, 1999.
We will bear the cost of soliciting proxies in the accompanying form. We have
engaged Corporate Investor Communications, Inc. to assist in the solicitation of
proxies and estimates that the cost of such services will approximate $4,250. In
addition to solicitations by mail, a number of our regular employees as well as
Corporate Investor Communications, may, if necessary to assure the presence of a
quorum, solicit proxies in person or by telephone.
By Order of the board of directors,
/s/ STEPHEN L. MUELLER
--------------------------------------------
STEPHEN L. MUELLER,
Vice President, Finance and Administration
Secretary and Treasurer
May 1, 2000
22
<PAGE> 25
Exhibit A
AMENDED AND RESTATED 1995 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN AMENDMENT
The Amended and Restated 1995 Non-Employee Director Stock Option Plan
(the "Plan") of Texas Biotechnology Corporation (the "Company") is hereby
amended as follows effective March 6, 2000.
1. The first paragraph of Section 3 is amended to read as follows
in its entirety:
The stock subject to the Options and other provisions of the Plan shall
be shares of the Company's Common Stock, par value $.005 per share (the
"Common Stock"). The total amount of the Common Stock with respect to
which Options may be granted or issued pursuant to other provisions of
the Plan shall not exceed 500,000 shares in the aggregate; provided,
that the class and aggregate number of shares which may be subject to
the Options granted hereunder shall be subject to adjustment in
accordance with the provisions of Section 11 of this Plan. Such shares
may be treasury shares or authorized but unissued shares.
A-1
<PAGE> 26
DETACH PROXY CARD HERE
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
1. Election of Directors FOR all nominees [x] WITHHOLD AUTHORITY to vote [x] *EXCEPTIONS [x]
listed below for all nominees listed below
</TABLE>
Nominees: John M. Pietruski, Ron J. Anderson, Frank C. Carlucci, Robert J.
Cruikshank, Richard A.F. Dixon, David B. McWilliams, Suzanne Oparil,
James A. Thomson and James T. Willerson.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*EXCEPTIONS ___________________________________________________________________
2. Proposal to amend the Amended and Restated 1995 Non-Employee Director
Stock Option Plan.
FOR [X] AGAINST [X] ABSTAIN [X]
3. In their discretion, upon such other matters as may properly come
before the meeting; hereby revoking any proxy or proxies heretofore
given by the undersigned.
Address Change [X]
and/or Comments
Signatures should agree with name
printed hereon. If Stock is held
in the name of more than one person,
EACH joint owner should sign.
Executors, administrators, trustees,
guardians, and attorneys should indicate
the capacity in which they sign.
Attorneys should submit powers
of attorney.
Dated _____________________________, 2000
-----------------------------------------
Signature of Shareholder
-----------------------------------------
Signature of Shareholder
Sign, Date and Return the Proxy Card Promptly Votes must be indicated
Using the Enclosed Envelope. (x) in Black or Blue ink. X
- ----------------------------------------------
* PLEASE DETACH HERE *
You Must Detach This Portion of the Proxy Card
Before Returning it in the Enclosed Envelope
<PAGE> 27
TEXAS BIOTECHNOLOGY CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL STOCKHOLDERS' MEETING TO BE HELD ON JUNE 8, 2000
The undersigned stockholder of Texas Biotechnology Corporation (the
"Company") hereby appoints David B. McWilliams, Richard A.F. Dixon and Stephen
L. Mueller, or any of them, attorneys and proxies of the undersigned, each with
full power of substitution, to vote on behalf of the undersigned at the Annual
Meeting of Stockholders of the Company to be held at the St. Regis Hotel, 1919
Briar Oaks Lane, Houston, Texas 77027, on June 8, 2000, at 9:00 a.m. (Houston
time), and at any adjournments of said meeting, all of the shares of common
stock in the name of the undersigned or which the undersigned may be entitled
to vote.
The board of directors recommends a vote FOR the nominees listed on the
reverse side and FOR adoption of the amendment to the Amended and Restated 1995
Non-Employee Director Stock Option Plan and IF NO SPECIFICATION IS MADE, THE
SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN AND FOR
ADOPTION OF THE AMENDMENT TO THE AMENDED AND RESTATED 1995 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders, the Annual Report and the Proxy Statement furnished herewith.
(Please sign the reverse side of this card and return it promptly.)
TEXAS BIOTECHNOLOGY CORPORATION
P.O. BOX 11061
NEW YORK, N.Y. 10203-0061
