TANOX INC
S-1MEF, 2000-04-10
MEDICAL LABORATORIES
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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2000
                                                      REGISTRATION NO. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ------------------------------------

                                    FORM S-1

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                      ------------------------------------
                                  TANOX, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                    <C>                                     <C>
              DELAWARE                                  2836                                 76-0196733
   (State or Other Jurisdiction of          (Primary Standard Industrial                  (I.R.S. Employer
   Incorporation or Organization)           Classification Code Number)                 Identification No.)
</TABLE>
                      ------------------------------------

                          10301 STELLA LINK, SUITE 110
                           HOUSTON, TEXAS 77025-5497
                                 (713) 664-2288
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                      ------------------------------------

                             NANCY T. CHANG, PH.D.
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  TANOX, INC.
                          10301 STELLA LINK, SUITE 110
                           HOUSTON, TEXAS 77025-5497
                                 (713) 664-2288
           (Name, address, including zip code, and telephone number,
            including area code, of registrant's agent for service)

                      ------------------------------------

                                   COPIES TO:

   WILBURN O. MCDONALD, JR., ESQ.                   RODD M. SCHREIBER, ESQ.
       CHAMBERLAIN, HRDLICKA,                    SKADDEN, ARPS, SLATE, MEAGHER
      WHITE, WILLIAMS & MARTIN                         & FLOM (ILLINOIS)
    1200 SMITH STREET, SUITE 1400                    333 WEST WACKER DRIVE
      HOUSTON, TEXAS 77002-4310                     CHICAGO, ILLINOIS 60606

                      ------------------------------------

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon
as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X][333-96025]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                      ------------------------------------
<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
========================================================================================================
        TITLE OF EACH CLASS OF                                                              AMOUNT OF
           SECURITIES TO BE                AMOUNT TO BE    PRICE PER        AGGREGATE     REGISTRATION
            REGISTERED                     REGISTERED(1)     SHARE       OFFERING PRICE       FEE(2)
- --------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>            <C>               <C>
Common Stock, $.01 par value per share....     575,000      $ 28.50        $ 16,378,500    $ 1,138.50
========================================================================================================
</TABLE>

(1)  Includes 75,000 shares of Common Stock issuable upon exercise of the
     Underwriters' over-allotment option.

(2)  Registrant previously paid $63,756 in connection with registration number
     333-96025, which was an overpayment of $3,187.80 based on an offering price
     of $28.50 per share for 8,050,000 shares (including underwriters'
     over-allotment options). Fee for the 575,000 shares (including
     underwriters' over-allotment options) would be $4,326.30. Such fee,
     reduced by the over-payment, is $1,138.50.

     THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
================================================================================
<PAGE>


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     This Registration Statement is being filed with respect to the registration
of additional shares of common stock, par value $.01 per share, of Tanox, Inc.,
a Delaware corporation, for an offering pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the earlier effective
registration statement on Form S-1 (No. 333-96025) filed by Tanox, Inc. pursuant
to the Securities Act of 1933, as amended, and declared effective on April 6,
2000, are hereby incorporated by reference in this Registration Statement.

                                  CERTIFICATION

     We hereby certify to the Commission that we have instructed our bank to pay
the Commission the filing fee of $1,138.50 for the additional securities being
registered under this registration statement as soon as practicable (but in any
event no later than the close of business on April 7, 2000); that we will not
revoke such instructions; that we have sufficient funds in the relevant account
to cover the amount of the filing fee; and that we undertake to confirm receipt
of such instructions by the bank on April 7, 2000.

                               POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Nancy T. Chang and John Blickenstaff and
each of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution for him or her and in his or her name, place and stead in
any and all capacities, to sign the Registration Statement of Tanox, Inc. and
any and all amendments thereto, and to file same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done to comply with the provisions of the
Securities Act, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitutes, may lawfully do or
cause to be done by virtue thereof.

                                  2
<PAGE>
                                   SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS
ON APRIL 6, 2000.

                                          TANOX, INC.

                                          By:/s/NANCY T. CHANG
                                                NANCY T. CHANG
                                                PRESIDENT

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON APRIL 6, 2000.


             /s/NANCY T. CHANG, PH.D.               Chairman of the Board,
                NANCY T. CHANG, PH.D.               President, and Chief
                                                    Executive Officer

              /s/ DAVID DUNCAN, JR.                 Vice President of Finance
                  DAVID DUNCAN, JR.                 and Chief Financial Officer

              /s/TSE WEN CHANG, PH.D.               Director
                 TSE WEN CHANG, PH.D.

              /s/OSAMA MIKHAIL, PH.D.               Director
                 OSAMA MIKHAIL, PH.D.

            /s/WILLIAM J. JENKINS, M.D.             Director
               WILLIAM J. JENKINS, M.D.


                                        3
<PAGE>
                                  EXHIBIT INDEX

         Exhibit
           No.
        ---------
           5.1       -- Opinion of Chamberlain, Hrdlicka,
                        White, Williams & Martin.
          23.1       -- Consent of Arthur Andersen LLP dated
                        April 4, 2000.
          23.2       -- Consent of Chamberlain, Hrdlicka,
                        White, Williams & Martin (included in
                        Exhibit 5.1).
          23.3       -- Consent of KPMG LLP, dated April 6,
                        2000.
          24.1       -- Power of Attorney (included on page 2).

                                   4

                                                                     EXHIBIT 5.1

                                  April 6, 2000

Tanox, Inc.
10301 Stella Link
Houston, Texas 77025

Ladies and Gentlemen:

            We are rendering this opinion in connection with the preparation and
filing by Tanox, Inc., a Delaware corporation (the "Company"), of a registration
statement Form S-1 (the "Public Offering Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
proposed offering of up to an aggregate 7,000,000 shares of the Company's common
stock, $0.01 par value (the "Common Stock"), of the Company and a registration
statement on Form S-1 filed pursuant to Rule 462(b) of Regulation C (the "Rule
462 Registration Statement") covering the issuance and sale of up to an
additional 500,000 shares of the Company's Common Stock (collectively, the
shares covered under the Public Offering Registration Statement and the Rule 462
Registration Statement are sometimes referred to herein as the "Shares"). The
Shares are to be offered and sold under the terms and subject to the conditions
set forth in a written underwriting agreement by and between the Company and the
persons named as underwriters therein (the "Underwriting Agreement") in the
manner described in the Registration Statement. The number of Shares noted above
may be increased, in each case, by up to an additional 15% upon exercise of
underwriters' over-allotment options.

            We have acted as the Company's counsel in connection with preparing
the Rule 462 Registration Statement. We have examined the Company's Certificate
of Incorporation and Bylaws, each as amended to date, the corporate proceedings
with respect to offering the Shares and such other documents and instruments as
we have deemed relevant or appropriate to express the opinions stated in this
letter.

            We have assumed (i) the authenticity and completeness of all
records, certificates and other instruments submitted to us as originals, (ii)
the conformity to original documents of all records, certificates and other
instruments submitted to us as copies, (iii) the authenticity and completeness
of the originals of those records, certificates and other instruments submitted
to us as copies and (iv) the correctness of all statements of fact contained in
all records, certificates and other instruments that we have examined.

            Based upon the foregoing, and having regard for such legal
consideration as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and when duly executed by the Company's proper
officers and issued and sold under the terms of the Underwriting Agreement
against payment of the consideration therefor, will be validly issued, fully
paid and nonassessable.

            The foregoing opinion is limited to Delaware General Corporation Law
and the federal laws of the United States.

            We consent to the filing of this opinion as an exhibit to the Rule
462 Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus included therein. In giving this consent, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.

                                             Very truly yours,

                                             CHAMBERLAIN, HRDLICKA, WHITE,
                                                         WILLIAMS & MARTIN, P.C.

                                             /S/WILBURN O. MCDONALD, JR.
                                                Wilburn O. McDonald, Jr.

                                                                    EXHIBIT-23.1

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

      As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of this
registration statement.

/s/ ARTHUR ANDERSEN LLP

Houston, Texas
April 4, 2000

                                                                    EXHIBIT 23.3

                               [KPMG Letterhead]

April 6, 2000

Board of Directors
Tanox, Inc.
10301 Stella Link
Houston, Texas 77025

We consent to the reference to our firm in the Management Discussion and
Analysis section of the Tanox, Inc. Registration Statement as the appraisers of
the intangible assets acquired in the Pangenetics transaction.

                                        Sincerely,

                                        /s/ KPMG LLP
                                            KPMG LLP

Dallas, Texas
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