SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEXAS BIOTECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 13-3532643
(State of Incorporation or Organization) (IRS Employer Identification No.)
7000 FANNIN, 20TH FLOOR
HOUSTON, TEXAS 77030
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the securities pursuant to Section
Exchange Act and is effective 12(g) of the Exchange Act and is
pursuant to General Instruction effective pursuant to General
A.(c), check the following Instruction A.(d), check the
box. [ ] 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 Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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NONE NONE
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Securities to be registered pursuant to Section 12 (g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
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(Title of Class)
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
ISSUANCE OF RIGHTS
On January 2, 2002, the Board of Directors of Texas Biotechnology
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of common stock, par value $.005 per share (the "Common
Stock"), of the Company to stockholders of record at the close of business on
January 22, 2002 (the "Record Date"). Except as described below, each Right,
when exercisable, entitles the registered holder to purchase from the Company
one one-thousandth (1/1,000th) of a share of Preferred Stock--Junior
Participating Series A, par value $.005 per share (the "Preferred Stock"), at a
price of $55.00 per one one-thousandth (1/1,000th) share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and The Bank of
New York, as Rights Agent.
As of December 1, 2001 , there were approximately 43.8 million shares
of Common Stock outstanding, approximately 6.4 million shares of Common Stock
were reserved for issuance under stock option plans and outstanding warrants.
Each share of Common Stock outstanding on January 22, 2002 will receive one
Right. 10,000 shares of Preferred Stock will be reserved for issuance in the
event of exercise of the Rights.
TRANSFER AND SEPARATION
The Rights are not exercisable until the Distribution Date (as
hereinafter defined). Accordingly, the Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the Rights), the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date upon transfer or new
issuance of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights. As of and after the Distribution Date, the Rights shall be evidenced
solely by Right Certificates and may be transferred by the transfer of the Right
Certificate separately and apart from any transfer of one or more shares of
Common Stock.
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DISTRIBUTION DATE
The term "Distribution Date" means the earlier of:
(i) the close of business on the tenth day (or such later date
as may be determined by action of the Company's Board of Directors)
after a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained
the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of the Common Stock, other than pursuant to a
Qualifying Tender Offer (defined below); or
(ii) the close of business on the tenth Business Day (or such
later date as may be determined by action of the Company's Board of
Directors) after the date of the commencement or the announcement of
the intention to commence by any person or group (other than certain
exempt persons) of a tender offer or exchange offer upon the successful
completion of which such person or group would be the beneficial owner
of 15% or more of the then outstanding Common Stock, regardless of
whether any shares are actually purchased pursuant to such offer.
A person or group is generally not considered an "Acquiring Person," if
either the beneficial ownership of its Common Stock that would otherwise cause
it to be an Acquiring Person was acquired in a transaction or series of
transactions approved in advance by the Board of Directors of the Company, or
the Board of Directors determines in good faith that the person who would
otherwise be an Acquiring Person has become such inadvertently and such person
divests as promptly as practicable a sufficient number of shares of Common Stock
so that the person would no longer beneficially own 15% or more of the
outstanding Common Stock.
A "Qualifying Tender Offer" means a tender offer or exchange offer that
a majority of the members of the Board of Directors determine to be at a fair
price and otherwise in the best interests of the Company and its stockholders.
EXERCISE
Until the Distribution Date, the Rights are not exercisable. However,
in the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, and subject to the Company's right to redeem the
Rights, each holder of a Right (other than an Acquiring Person) will thereafter
have the right to receive upon exercise a number of one one-thousandths
(1/1,000ths) of a share of Preferred Stock determined by dividing the aggregate
Purchase Price (subject to adjustment) by 50% of the current market price of the
Common Stock on the date a person becomes an Acquiring Person. Because of the
nature of the voting, dividend, and liquidation rights of the Preferred Stock,
the value of each one one-thousandth (1/1,000th) interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock. It is therefore anticipated (although there
can be no assurance) that the value of the Preferred Stock purchased upon
exercise of the Rights will be approximately twice the exercise price paid.
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If the Rights are not redeemed as described below and in the event that
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold after a person
or group has become an Acquiring Person, proper provision will be made so that
each holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price, that number of shares of
common stock of the acquiring company which at the time of such transaction will
have a market value of two times the aggregate Purchase Price of the Rights.
Following the occurrence of any of the events set forth in the
preceding two paragraphs, any Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will immediately become null and void. While the distribution of the
Rights to holders of Common Stock will not be taxable to such holders or to the
Company, stockholders may recognize taxable income upon the occurrence of
subsequent events--for example, upon the Rights becoming exercisable with
respect to an acquiror's stock, whether or not exercised.
The Rights will expire on January 2, 2012 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, as described below. Until a Right
is exercised, the holder thereof, as such, will have no rights as a stockholder
of the Company, including, without limitation, the right to vote or to receive
dividends.
REDEMPTION
At any time prior to the time a person or group of affiliated or
associated persons becomes an Acquiring Person, the Board of Directors may
redeem the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors, in its
sole discretion, may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate, and the sole right of the
holders of Rights will be to receive the Redemption Price.
EXCHANGE
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Stock, the Board of Directors may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one share of Common Stock or one
one-thousandth of a share of Preferred Stock per Right (subject to adjustment).
THE PREFERRED STOCK
Each share of Preferred Stock will be entitled to an aggregate dividend
of 1,000 times the dividend declared per share of Common Stock. In the event of
liquidation, the holders of the Preferred Stock will be entitled to an aggregate
payment of 1,000 times the payment made per share of Common Stock, but in no
event shall they receive less than $1,000 per share. Each share of Preferred
Stock will have 1,000 votes, voting together with the Common Stock, except as
otherwise provided by law. Finally, in the event of any merger, consolidation,
or other transaction in which
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Common Stock is exchanged, each share of Preferred Stock will be entitled to
receive 1,000 times the amount received per share of Common Stock. The shares of
Preferred Stock purchasable under the Plan will not be redeemable.
ANTIDILUTION
The Purchase Price payable, the number of Rights, and the number of
shares of Preferred Stock or other securities or property issuable, upon
exercise of the Rights, are subject to adjustment from time to time to prevent
dilution, among other circumstances, in the event of a stock dividend on, or a
subdivision, split, combination, consolidation or reclassification of, the
Preferred Stock or the Common Stock, or a reverse split of the outstanding
shares of Preferred Stock or the Common Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. The Company may, but is not required to, issue fractional
Rights or fractional Preferred Stock (other than fractions which are integral
multiples of one one-thousandth (1/1,000th) of a share of Preferred Stock) which
may, at the election of the Company, be evidenced by depositary receipts. In
lieu thereof, an adjustment in cash will be made based upon the market price of
the Common Stock on the last trading day prior to the date of exercise.
AMENDMENT OF RIGHTS AGREEMENT
Prior to the Distribution Date, the Company may supplement or amend any
provision of the Rights Agreement without the approval of any holders of the
Rights. From and after the Distribution Date, the Company may supplement or
amend the Rights Agreement without the approval of any holders of Right
Certificates in order to (a) cure any ambiguity, (b) correct or supplement any
provision contained therein which may be defective or inconsistent with any
other provision therein, (c) shorten or lengthen any time period thereunder or
(d) change or supplement the provisions thereof in any manner which the Company
may deem necessary or desirable and which does not adversely affect the
interests of the holders of Right Certificates (other than Acquiring Person or
an Affiliate or Associate of an Acquiring Person). Notwithstanding the
foregoing, no supplement or amendment pursuant to clause (c) may lengthen (i) a
time period relating to when the Rights may be redeemed at such time as the
Rights are not then redeemable or (ii) any other time period unless such
lengthening is for the purpose of protecting, enhancing or clarifying the rights
of, and/or the benefits to, the holders of Rights.
CERTAIN EFFECTS OF THE RIGHTS
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially owned (or that were owned) by such a person or group may become
void. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors because, if the Rights would
become exercisable as a result of such merger or other business combination, the
Board of Directors, may, at its option, prior to the time that any
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Person becomes an Acquiring Person, redeem all (but not less than all) of the
then outstanding Rights at the Redemption Price.
THE RIGHTS AGREEMENT
A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an exhibit to this Registration Statement on Form 8-A.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
ITEM 2. EXHIBITS
EXHIBIT NO. EXHIBIT
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1 Rights Agreement dated as of January 2, 2002
between Texas Biotechnology Corporation 1 and The
Bank of New York, as Rights Agent, including
exhibits thereto.
2 Certificate of Designations, Preferences,
Limitations And Relative Rights of The Series a
Junior Participating Preferred Stock of Texas
Biotechnology Corporation (attached as Exhibit A
to the Rights Agreement filed as Exhibit 1 hereto).
3 Form of Rights Certificate (attached as Exhibit C
to the Rights Agreement filed as Exhibit 1
hereto).
SIGNATURE
Pursuant to the requirements of Section 12 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: January 3, 2002
TEXAS BIOTECHNOLOGY CORPORATION
By: /s/ STEPHEN L. MUELLER
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Stephen L. Mueller
Vice President, Finance and Administration,
Secretary and Treasurer
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