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As filed with the Securities and Exchange Commission on July 20, 2000.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TEXAS BIOTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 13-3532643
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
7000 FANNIN STREET, 20TH FLOOR
HOUSTON, TEXAS 77030
(Address, including Zip Code, of Registrant's Principal Executive Offices)
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TEXAS BIOTECHNOLOGY CORPORATION
AMENDED AND RESTATED 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of Plan)
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Name, Address, Telephone and Copy of Communications to:
Number of Agent for Service:
ROBERT G. REEDY
DAVID B. MCWILLIAMS PORTER & HEDGES, L.L.P.
TEXAS BIOTECHNOLOGY CORPORATION 700 LOUISIANA, 35TH FLOOR
7000 FANNIN STREET, 20TH FLOOR HOUSTON, TEXAS 77002-2370
HOUSTON, TEXAS 77030 (713) 226-0600
(713) 796-8822
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CALCULATION OF REGISTRATION FEE
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AMOUNT TO PROPOSED MAXIMUM PROPOSED AMOUNT OF
BE REGISTERED OFFERING MAXIMUM AGGREGATE REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) (2)
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<S> <C> <C> <C> <C>
Common Stock, par value $.005 per share 200,000 shs. $15.875 $3,175,000 $838.20
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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), the registration fee is calculated on the basis of
the average of the high and low sale prices for the Common Stock on the
American Stock Exchange on July 17, 2000, which was $15.875. Pursuant to
Rule 457(h), the registration fee is calculated with respect to the maximum
number of the registrant's securities issuable under the Plan.
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This registration statement registers an additional 200,000 shares of
Common Stock related to the Texas Biotechnology Corporation Amended and Restated
1995 Non-Employee Director Stock Option Plan which are 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. Pursuant to
General Instruction E of Form S-8, the contents of the Previous Registration
Statement are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
As of July 20, 2000, counsel for Texas Biotechnology Corporation owned
shares of Common Stock which had a fair market value of approximately $68,200,
based on the closing price on the American Stock Exchange on July 19, 2000.
ITEM 8. EXHIBITS
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Exhibit
No. Description
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4.1 Amendment to the Amended and Restated 1995 Non-Employee Director Stock Option Plan (filed
herewith).
5.1 Opinion of Porter & Hedges, L.L.P., with respect to the legality of the securities (filed
herewith).
23.1 Consent of KPMG LLP (filed herewith).
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 Opinion)
24.1 Power of Attorney (included on signature page)
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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
of 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 July 20, 2000.
TEXAS BIOTECHNOLOGY CORPORATION
By: /s/ David B. McWilliams
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David B. McWilliams
President and Chief Executive 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 below by the following persons in the
capacities and on the 20th day of July, 2000.
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SIGNATURE TITLE
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/s/ John M. Pietruski Chairman of the Board of Directors
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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, Senior Vice President, Research and Chief
--------------------------------------------------------- Scientific Officer
Richard A.F. Dixon
/s/ Stephen L. Mueller Vice President, Finance and Administration,
--------------------------------------------------------- Treasurer and Secretary
Stephen L. Mueller (Principal Financial and Accounting Officer)
/s/ Ron J. Anderson Director
---------------------------------------------------------
Ron J. Anderson
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SIGNATURE TITLE
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/s/ Frank C. Carlucci Director
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Frank C. Carlucci
/s/ Robert J. Cruikshank Director
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Robert J. Cruikshank
/s/ Suzanne Oparil Director
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Suzanne Oparil
/s/ James T. Willerson Director
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James T. Willerson
/s/ James A. Thomson Director
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James A. Thomson
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
No. Description
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<S> <C>
4.1 Amendment to the Amended and Restated 1995 Non-Employee Director Stock Option Plan (filed
herewith).
5.1 Opinion of Porter & Hedges, L.L.P., with respect to the legality of the securities (filed
herewith).
23.1 Consent of KPMG LLP (filed herewith).
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 Opinion)
24.1 Power of Attorney (included on signature page)
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