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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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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)
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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:
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(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)
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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]
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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
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Stephen L. Mueller
Vice President, Finance and Administration,
Secretary and Treasure
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INDEX TO EXHIBITS
Exhibit
Number Description
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7. Specimen Certificate of the Registrant's Common Stock.