FORM S-3, 4-11-1997
TEXAS BIOTECHNOLOGY CORPORATION
3,000,000 SHARES
COMMON STOCK
This Prospectus relates to 3,000,000 shares (the "Shares") of Common Stock, par value $.005 per share (the "Common Stock"), of Texas Biotechnology Corporation, a Delaware corporation (the "Company"), which Shares will be offered for resale from time to time by certain stockholders of the Company (the "Selling Stockholders"). These Shares relate to the Company's private placement of 5% Cumulative Convertible Preferred Stock, par value $.005, (the "Preferred Stock") that was completed on March 14, 1997. The Preferred Stock is convertible into Common Stock at discounts ranging from 6% to 17% from the average of the daily low trading price of the Common Stock for the ten consecutive trading days immediately preceding the conversion date. A total of 6,000 shares of Preferred Stock was sold at a price of $1,000.00 per share to two accredited institutional investors who are the selling stockholders. In connection with the private placement of the Preferred Stock, the Company agreed to register the resale of the Common Stock into which the Preferred
Stock is convertible.
Pursuant to this Prospectus, the Shares may be offered by the Selling Stockholders, or by certain pledgees, donees, transferees or other successors in interest, from time to time in transactions on the American Stock Exchange, Inc. ("AMEX"), in privately negotiated transactions, or by a combination of such methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker- dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders or the purchasers of the Shares for whom such broker-dealers may act as agent or to whom they sell as principal or both (which compensation to a particular broker-dealer might be in excess of customary commissions). See "Selling Stockholders" and "Plan of Distribution."
Other methods by which the Shares may be sold include, without
limitation: (i) transactions which involve cross or block trades or any other transaction permitted by the AMEX, (ii) "at the market" to or through market makers or into an existing market for the Common Stock, (iii) in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents, (iv) through transactions in options or swaps or other derivatives (whether exchange-listed or otherwise),
(v) through short sales, as to which the Selling Stockholders have agreed to certain restrictions, or (vi) any combination of any such methods of sale. The Selling Stockholders may also enter into option or other transactions with broker-dealers which require the delivery to such broker dealers of the Common Stock offered hereby, which Common Stock such broker-dealers may resell pursuant to this Prospectus.
None of the proceeds from the sale of the Shares by the Selling Stockholders will be received by the Company. The Company has agreed to bear certain expenses (other than any underwriting discounts and selling \commissions and any fees and disbursements of counsel for the selling stockholders not specifically provided for by the parties), estimated to be approximately $13,000, in connection with the registration and sale of the Shares being offered by the Selling Stockholders. Pursuant to a Registration Rights Agreement with certain Selling Stockholders, the Company has agreed to indemnify certain of the Selling Stockholders and each underwriter against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended, or will contribute to payments such Selling Stockholders orunderwriters may be required to make in respect of certain losses, claims, damages or liabilities.
The shares of Common Stock are quoted on the AMEX under the symbol "TXB." On April 9, 1997, the last reported sale price of the Common Stock was
$4.75 per share.
SEE "RISK FACTORS" ON PAGES 4-11 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. |
