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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 20, 2006
LEXICON GENETICS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-30111 76-0474169
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) NUMBER) IDENTIFICATION NUMBER)
8800 TECHNOLOGY FOREST PLACE
THE WOODLANDS, TEXAS 77381
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES AND ZIP CODE)
(281) 863-3000
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 20, 2006, Lexicon Genetics Incorporated (the "Company") entered
into a Placement Agency Agreement with Banc of America Securities LLC and Lazard
Capital Markets LLC relating to the offering, issuance and sale to selected
institutional investors (the "Investors") of up to 10,582,011 shares (the
"Shares") of the Company's common stock, par value $.001 per share. On October
20, 2006, the Company also entered into a Purchase Agreement with each of the
Investors for their purchase of the Shares. On October 23, 2006, the Company
issued a press release announcing the offering. The Placement Agency Agreement,
form of Purchase Agreement, and press release are filed as Exhibits 1.1, 10.1
and 99.1 to this report, respectively, and are each incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT NO. DESCRIPTION
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1.1 -- Placement Agency Agreement with Banc of America Securities
LLC and Lazard Capital Markets LLC dated October 20, 2006
5.1 -- Opinion of Vinson & Elkins L.L.P.
10.1 -- Form of Purchase Agreement with selected institutional
investors dated October 20, 2006
23.1 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
99.1 -- Press Release dated October 23, 2006
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LEXICON GENETICS INCORPORATED
Date: October 23, 2006 By: /s/ JEFFREY L. WADE
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Jeffrey L. Wade
Executive Vice President and
General Counsel
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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1.1 -- Placement Agency Agreement with Banc of America Securities
LLC and Lazard Capital Markets LLC dated October 20, 2006
5.1 -- Opinion of Vinson & Elkins L.L.P.
10.1 -- Form of Purchase Agreement with selected institutional
investors dated October 20, 2006
23.1 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
99.1 -- Press Release dated October 23, 2006