-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TtrrsR8XkufVlK2Wncg0fNvVk32Y1p6PRZLvLmubkQ7Q1SGpFopwiPsYU4liQMHY VLzJOku+xAck8aFwbIrysA== 0000950129-01-501411.txt : 20010619 0000950129-01-501411.hdr.sgml : 20010619 ACCESSION NUMBER: 0000950129-01-501411 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS BIOTECHNOLOGY CORP /DE/ CENTRAL INDEX KEY: 0000887023 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133532643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-20117 FILM NUMBER: 1662326 BUSINESS ADDRESS: STREET 1: 7000 FANNIN STREET 2: 20TH FLR CITY: HOUSTON STATE: TX ZIP: 77030 BUSINESS PHONE: 7137968822 8-A12G 1 h88401e8-a12g.txt TEXAS BIOTECHNOLOGY CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------- TEXAS BIOTECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3532643 (STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.) 7000 FANNIN, 20TH FLOOR HOUSTON, TEXAS 77030 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ---------- If this form relates to the registration of a If this form relates to the registration of a class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to the Exchange Act and is effective pursuant to General Instruction A.(c), please check the General Instruction A.(d), please check the following box. following box. [X] Securities Act registration statement file number to which this form relates: -------------------------- (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: Title of Each class to be Registered Name of Each Exchange on Which Class is to be Registered NONE
Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK (TITLE OF CLASS) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Reference is made to the sections entitled "Description of Securities - Common Stock, - Preferred Stock, and - Preemptive Rights" in the Registration Statement on Form S-1 (Reg. No. 33-70994), as amended, initially filed with the Securities and Exchange Commission (the "Commission") by the Registrant on October 28, 1993, which description is incorporated herein by reference. ITEM 2. EXHIBITS 1. Certificate of Incorporation, as amended (filed as an exhibit to the Registrant's Form 10 (File No. 0-20117) effective June 26, 1992, as amended, and incorporated herein by reference). 2. Amendment to the Certificate of Incorporation dated November 30, 1993 (filed as an exhibit to the Registrant's Form 10-Q (File No. 0-20117) for the quarter ended September 30, 1994, filed with the Commission on November 14, 1994, and incorporated herein by reference). 3. Amendment to the Certificate of Incorporation dated May 20, 1994 (filed as an exhibit to the Registrant's Form 10-Q (File No. 0-20117) for the quarter ended September 30, 1994, filed with the Commission on November 14, 1994, and incorporated herein by reference). 4. Certificate of Amendment of Certificate of Incorporation (filed as an exhibit to the Registrant's Form 10-Q (File No. 1-12574) for the quarter ended March 31, 1999, filed with the Commission on May 13, 1999, and incorporated herein by reference). 5. Amended and Restated By-laws (filed as an exhibit to the Registrant's Form 10-Q (File No. 1-12574) for the quarter ended September 30, 1999, filed with the Commission on November 15, 1999, and incorporated herein by reference). 6. Amendment to Article II of By-laws (filed as an exhibit to the Registrant's Form 10-Q (File No. 0-20117) for the quarter ended June 30, 2000, filed with the Commission on August 14, 2000, and incorporated herein by reference). 7. Specimen Certificate of the Registrant's Common Stock. [SIGNATURE PAGE FOLLOWS] 2 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 18, 2001 TEXAS BIOTECHNOLOGY CORPORATION By: /s/ STEPHEN L. MUELLER ------------------------------------------- Stephen L. Mueller Vice President, Finance and Administration, Secretary and Treasure 3 4 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 7. Specimen Certificate of the Registrant's Common Stock. EX-99.7 2 h88401ex99-7.txt SPECIMEN CERTIFICATE OF REGISTRANT'S COMMON STOCK 1 NUMBER TEXAS BIOTECHNOLOGY CORPORATION SHARES TBC Incorporated under the Laws of the State of Delaware COMMON STOCK CUSIP 88221T 10 4 THIS CERTIFIES that - -------------------------------------------------------------------------------- SEE REVERSE FOR CERTAIN LEGENDS AND DEFINITIONS - -------------------------------------------------------------------------------- is the owner of FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, WITH A PAR VALUE OF $.005 PER SHARE, OF Texas Biotechnology Corporation (the "Corporation"), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent. The facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers have been affixed to this certificate. Dated: Countersigned: BY THE BANK OF NEW YORK TRANSFER AGENT AUTHORIZED SIGNATURE /s/ Stephen L. Mueller [SEAL] /s/ David B. McWilliams Assistant Secretary President 2 TEXAS BIOTECHNOLOGY CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF TEXAS BIOTECHNOLOGY CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian TEN ENT -- as tenants by the entireties -------------------------------- JT TEN -- as joint tenants with right (Cust) (Minor) of survivorship and not as tenants in common Under Uniform Gift to Minors Act Act --------------------------- (State)
Additional abbreviations may also be used though not in the above list. For value received hereby sell, assign, and transfer unto ------------------ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------- | | | | - -------------------------------------- ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ shares of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoints _______________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premised. Dated _______________________ NOTICE: _______________________________________________________________ THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. -----END PRIVACY-ENHANCED MESSAGE-----