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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2001.
REGISTRATION NO. 333-55634
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pre-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATRIX LABORATORIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-1043826
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2579 MIDPOINT DRIVE
FORT COLLINS, COLORADO 80525
(970) 482-5868
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BRIAN G. RICHMOND
CHIEF FINANCIAL OFFICER AND ASSISTANT SECRETARY
ATRIX LABORATORIES, INC.
2579 MIDPOINT DRIVE
FORT COLLINS, COLORADO 80525
(970) 482-5868
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
WARREN L. TROUPE, ESQ.
BRIAN V. CAID, ESQ.
MORRISON & FOERSTER LLP
370 SEVENTEENTH STREET, SUITE 5200
DENVER, COLORADO 80202
(303) 592-1500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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 of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
SUBJECT TO COMPLETION, DATED JUNE 5, 2001
4,000,000 SHARES
ATRIX LABORATORIES, INC.
COMMON STOCK
We may from time to time offer and sell up to 4,000,000 shares of our
common stock, par value $0.001 per share. We may offer these shares in one or
more offerings in amounts, at prices and on terms determined at the time of the
offering. The specific terms will be contained in one or more supplements to
this prospectus. Read this prospectus and any prospectus supplement carefully
before you invest.
Our common stock is quoted on the Nasdaq National Market under the
symbol "ATRX."
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INVESTING IN OUR SECURITIES INVOLVES RISKS. BEFORE BUYING OUR
SECURITIES, YOU SHOULD REFER TO THE RISK FACTORS INCLUDED IN OUR PERIODIC
REPORTS, IN PROSPECTUS SUPPLEMENTS RELATING TO SPECIFIC OFFERINGS AND IN OTHER
INFORMATION THAT WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. SEE "RISK
FACTORS" ON PAGE 3.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
June 5, 2001
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TABLE OF CONTENTS
About This Prospectus...................................................... 1
Where You Can Find More Information........................................ 1
Atrix Laboratories, Inc.................................................... 2
Recent Developments........................................................ 3
Risk Factors............................................................... 3
Use of Proceeds............................................................ 3
Description of Capital Stock............................................... 4
Plan of Distribution....................................................... 12
Legal Matters.............................................................. 14
Experts.................................................................... 14
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YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND IN THE PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES
YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE
WILL NOT MAKE AN OFFER TO SELL THESE SECURITIES IN ANY JURISDICTION WHERE THE
OFFER AND SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION
APPEARING IN THIS PROSPECTUS, AS WELL AS INFORMATION WE PREVIOUSLY FILED WITH
THE SEC AND INCORPORATED BY REFERENCE, IS ACCURATE AS OF THE DATE ON THE FRONT
COVER OF THIS PROSPECTUS ONLY. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.
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ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we
filed with the Securities and Exchange Commission. By using a shelf registration
statement, we may sell up to 4,000,000 shares of our common stock from time to
time in one or more offerings. This prospectus only provides you with a general
description of the common stock we may offer. Each time we sell securities, we
will provide a supplement to this prospectus that contains specific information
about the terms of the securities offered, including the amount, the price and
the terms determined at the time of the offering. The prospectus supplement will
also contain, with respect to the offering, the name of any underwriters,
dealers or agents, the compensation to any underwriters and the net proceeds to
us. The prospectus supplement may also add to, update or change information
contained in this prospectus. Before purchasing any securities, you should
carefully read both this prospectus and any supplement, together with additional
information described under the heading "Where You Can Find More Information."
We will not use this prospectus to offer and sell securities unless it
is accompanied by a prospectus supplement that more fully describes the terms of
the offering.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC.
Our filings with the SEC are available to the public on the Internet at the
SEC's web site at http://www.sec.gov. You may also read and copy any document we
file with the SEC at the SEC's public reference rooms at the following
addresses:
450 Fifth Street, N.W. Seven World Trade Center 500 West Madison Street
Room 1024 13th Floor Suite 1400
Washington, DC 20549 New York, New York 10048 Chicago, Illinois 60661
Please call the SEC at 1-800-SEC-0330 for more information about their
public reference rooms and their copy charges. Our SEC filings and other
information concerning us are also available at The National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. Any information that we refer to in this
manner is considered part of this prospectus. Any information that we file with
the SEC after the date of this prospectus will automatically update and
supersede the information contained in this prospectus.
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We are incorporating by reference the following documents that we have
previously filed with the SEC:
1. Our Annual Report on Form 10-K for the year ended December 31, 2000,
filed with the SEC on March 14, 2001, and Amendment No. 1 on Form 10-K/A to the
Annual Report on Form 10-K for the year ended December 31, 2000, filed with the
SEC on May 31, 2001,
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2001, filed with the SEC on April 26, 2001,
3. Our Current Report on Form 8-K dated December 29, 2000, filed with
the SEC on January 9, 2001,
4. Our Current Report on Form 8-K dated December 29, 2000, filed with
the SEC on February 23, 2001,
5. Our Current Report on Form 8-K dated April 20, 2001, filed with the
SEC on April 24, 2001,
6. The description of our common stock contained in our Registration
Statement on Form 8-A, filed with the SEC on January 12, 1990, including any
amendments or reports filed with the SEC for the purpose of updating such
description, and
7. The description of our Series A Preferred Stock Purchase Rights
contained in our Registration Statement on Form 8-A, filed with the SEC on
October 1, 1998, including any amendments or reports filed with the SEC for the
purpose of updating such description.
We are also incorporating by reference any future filings that we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this prospectus. In no event, however, will any of
the information that we disclose under Item 9 of any Current Report on Form 8-K
that we may from time to time file with the SEC be incorporated by reference
into, or otherwise be included in, this prospectus.
You may obtain a copy of any of the documents referred to above,
including exhibits specifically incorporated by reference in those documents,
without charge by written or oral request directed to Atrix Laboratories, Inc.,
Attention: Corporate Secretary, 2579 Midpoint Drive, Fort Collins, Colorado
80525, telephone number (970) 482-5868 and facsimile number (970) 482-1152. We
maintain a web site at www.atrixlabs.com. The reference to our web site does not
constitute incorporation by reference of the information contained at the site.
ATRIX LABORATORIES, INC.
We were formed in August 1986 as a Delaware corporation. In November
1998, we acquired ViroTex Corporation through the merger of our wholly owned
subsidiary, Atrix Acquisition Corporation, with and into ViroTex. In June 1999,
we organized our wholly owned registered subsidiary Atrix Laboratories Limited,
which is based in London, England. In February 2000, we organized our wholly
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owned registered subsidiary Atrix Laboratories GmbH, which is based in
Frankfurt, Germany, to conduct our European operations. In June 2000, we entered
into a research joint venture, Transmucosal Technologies Ltd. with Elan
International Services, Ltd., a wholly owned subsidiary of Elan Corporation,
plc.
We are an emerging specialty pharmaceutical company focused on advanced
drug delivery. With five patented drug delivery technologies, we are currently
developing a diverse portfolio of products, including proprietary oncology, pain
management and dermatology products. We also partner with large pharmaceutical
and biotechnology companies to apply our proprietary technologies to new
chemical entities or to extend the patent life of existing products.
Unless the context indicates otherwise, the terms "we," "our," "us" and
"Atrix" are used in this prospectus for purposes of convenience and are intended
to refer to Atrix Laboratories, Inc. and its subsidiaries. Our principal
executive offices are located at 2579 Midpoint Drive, Fort Collins, Colorado,
our telephone number is (970) 482-5868, and our facsimile number is (970)
482-1152.
RECENT DEVELOPMENTS
Please see the applicable prospectus supplement and our recent public
filings for recent developments.
RISK FACTORS
You should carefully consider the risks involved before you invest in
our securities. These risks include, but are not limited to, any risks that may
be described in other filings we make with the SEC and in the prospectus
supplements relating to specific offerings of securities.
USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, the net
proceeds we receive from the sale of the common stock offered by this prospectus
will be used for general corporate purposes, which may include:
- funding the development and growth of our product offerings
and business,
- repaying indebtedness that we may incur from time to time,
- financing potential acquisitions of complementary businesses,
assets and technologies that we may consider from time to
time, and
- general working capital.
Pending these uses, we may temporarily use the net proceeds to make
short-term investments or reduce short-term borrowings.
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DESCRIPTION OF CAPITAL STOCK
The following is a general description of our capital stock. The terms
of our certificate of incorporation and bylaws are more detailed than the
general information provided below. Therefore, you should carefully consider the
actual provisions of these documents.
AUTHORIZED CAPITAL STOCK
As of the date of this prospectus, we are authorized to issue a total
of 50,000,000 shares of our capital stock. Each share has a par value of $.001
per share. Of the authorized amount, 45,000,000 of the shares are common stock
and 5,000,000 are shares of preferred stock.
Our Board of Directors may, without further action by our stockholders,
issue a series of preferred stock and fix the rights and preferences of those
shares, including the dividend rights, dividend rates, conversion rights,
exchange rights, voting rights, terms of redemption, redemption price or prices,
liquidation preferences and the number of shares constituting any series or the
designation of such series. The rights of the holders of common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock issued by us. Of the 5,000,000 authorized shares of preferred
stock, 200,000 shares have been designated as Series A Preferred Stock, and
20,000 shares have been designated as Series A Convertible Exchangeable
Preferred Stock.
As of May 31, 2001, there were 15,165,839 shares of common stock issued
and outstanding. As of such date, no shares of Series A Preferred were issued or
outstanding, and 12,015 shares of Series A Convertible Exchangeable Preferred
were issued and outstanding.
COMMON STOCK
GENERAL. Each share of our common stock has identical rights and
privileges in every respect. Holders of our common stock do not have any
preferences or any preemptive, conversion or exchange rights. All of our
outstanding shares of common stock are fully paid and nonassessable. Our common
stock is listed on the Nasdaq National Market under the symbol "ATRX."
VOTING RIGHTS. The holders of our common stock are entitled to vote
upon all matters submitted to a vote of our stockholders and are entitled to one
vote for each share of common stock held. Our certificate of incorporation
provides for cumulative voting for the election of directors on or after the
date on which we become aware that any stockholder has become the beneficial
owner, directly or indirectly, of 30% or more of our outstanding shares of
capital stock entitled to vote generally in the election of directors. Our
certificate of incorporation also provides that our Board of Directors consists
of three classes. The members of each class serve three-year staggered terms
with one class elected at each annual meeting of stockholders.
DIVIDENDS. Subject to the prior rights and preferences, if any,
applicable to shares of preferred stock or any series of preferred stock, or the
restrictions set forth in any
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applicable indentures, the holders of common stock are entitled to participate
equally in dividends, payable in cash, stock or otherwise, as may be declared by
our Board of Directors out of any funds legally available for the payment of
dividends.
LIQUIDATION AND DISTRIBUTION. If we voluntarily or involuntarily
liquidate, dissolve or wind-up, the holders of our common stock will be entitled
to receive after distribution in full of the preferential amounts, if any, to be
distributed to the holders of preferred stock or any series of preferred stock,
all of the remaining assets available for distribution ratably in proportion to
the number of shares of common stock held by them.
TRANSFER AGENT AND REGISTRAR. The principal transfer agent and
registrar for our common stock is American Stock Transfer & Trust Company.
SERIES A CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
DIVIDENDS. Each share of Series A Convertible Exchangeable Preferred
Stock is entitled to receive a mandatory dividend equal to 7% per year of the
original issue price of $1,000 per share. This dividend is payable semi-annually
on each succeeding six-month anniversary of the first issuance of Series A
Convertible Exchangeable Preferred solely by the issuance of additional shares
of Series A Convertible Exchangeable Preferred, at a price per share equal to
$1,000, and not in cash, compounding to commence six months after the original
issuance of Series A Convertible Exchangeable Preferred. Such dividend may
include the issuance of fractional shares of Series A Convertible Exchangeable
Preferred. In addition, when and if our Board of Directors declares a dividend
or distribution payable with respect to our outstanding shares of common stock,
the holders of the Series A Convertible Exchangeable Preferred will be entitled
to the amount of dividends per share in the same form as such common stock
dividends that would be payable on the largest number of whole shares of common
stock into which a holder's aggregate shares of Series A Convertible
Exchangeable Preferred could then be converted.
SENIORITY; LIQUIDATION PREFERENCE. We may not issue any additional
classes or series of preferred stock with a liquidation preference, dividend or
other rights senior to or pari passu to the Series A Convertible Exchangeable
Preferred, except with the prior approval of the holders of at least a majority
of the then-outstanding shares of Series A Convertible Exchangeable Preferred
voting separately as a series. In the event of any liquidation, dissolution or
winding-up of the affairs of Atrix before any payment of cash or distribution of
other property is made to the holders of our common stock or any other class or
series of stock subordinate in liquidation preference to the Series A
Convertible Exchangeable Preferred, the holders of the Series A Convertible
Exchangeable Preferred will be entitled to receive out of the assets of Atrix
legally available for distribution to our stockholders, the original issue price
per share of $1,000 (as appropriately adjusted for any combinations or divisions
or similar recapitalizations affecting the Series A Convertible Exchangeable
Preferred after issuance) and accrued and unpaid dividends thereon.
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If, upon any liquidation, dissolution or winding up, our assets
available for distribution to our stockholders are insufficient to pay the
holders of the Series A Convertible Exchangeable Preferred the full amounts to
which they are entitled, the holders of the Series A Convertible Exchangeable
Preferred will share ratably in any distribution of assets in proportion to the
respective amounts which would be payable to them in respect of the shares held
by them if all amounts payable to them in respect of such were paid in full as
described in the preceding paragraph. After the distributions described in the
preceding sentence have been paid, subject to the rights of other series of
preferred stock that may from time to time be issued, our remaining assets
available for distribution to our stockholders will be distributed among the
holders of our common stock pro rata based on the number of shares of common
stock held by each holder.
CONVERSION. Each share of Series A Convertible Exchangeable Preferred
is convertible, at the option of the holder, at any time after the date that is
two years after the issuance thereof and before the date that is six years after
the first issuance thereof, into such number of fully paid and non-assessable
shares of common stock (or successor securities) as is determined by dividing
(x) the sum of the original issue price of such share of Series A Convertible
Exchangeable Preferred and any accrued but unpaid dividends thereon by (y) the
Series A Conversion Price, which is initially $18.00 and is subject to
adjustment as described below. Notwithstanding the above, in the case of a
merger or consolidation of Atrix with or into another entity as a consequence of
which Elan International Services, Ltd., or EIS, will own 50% or less of the
equity of the survivor of such merger or consolidation than EIS did of Atrix
prior thereto or the sale of our common stock in a firm commitment underwritten
public offering, then at our option, the outstanding shares of the Series A
Convertible Exchangeable Preferred then held by the original holder of the
Series A Convertible Exchangeable Preferred or any of its affiliates will,
immediately prior to the consummation thereof be converted into the same number
of shares of common stock into which such shares are then convertible. No
fractional shares of common stock will be issued upon conversion of the Series A
Convertible Exchangeable Preferred.
If the Series A Convertible Exchangeable Preferred is converted into
common stock pursuant to the preceding sentence, the common stock delivered upon
such conversion will have the benefit of the exchange right identical to that
with respect to the Series A Convertible Exchangeable Preferred so converted, as
described below. In all other circumstances of conversion, such exchange right
will automatically terminate. If EIS's ownership of common stock will exceed
19.9% of the issued and outstanding shares of our common stock on a fully
diluted basis upon conversion of the Series A Convertible Exchangeable
Preferred, EIS will to the extent of such excess be entitled to receive
non-voting securities of Atrix.
ANTI-DILUTION PROTECTION. If we issue any additional shares of common
stock (excluding shares issued (1) in connection with a stock split or
subdivision, (2) upon conversion of our preferred stock, (3) to employees,
consultants or directors in accordance with plans approved by our Board of
Directors, (4) under our Employee Stock Purchase Plan and (5) upon conversion of
our 7% Convertible Subordinated Notes due 2004) without consideration or for a
consideration per share less than the fair market
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value (as defined in our certificate of incorporation) per share on such date,
the conversion price in effect immediately prior to each such issuance will be
adjusted on a weighted average basis, as further described in our certificate of
incorporation. The number of shares into which the Series A Convertible
Exchangeable Preferred are convertible at any time will be proportionately
adjusted for any stock splits, subdivisions or combinations, stock or certain
other dividends or distributions and recapitalizations.
EXCHANGE RIGHT. At any time prior to the sixth anniversary of the first
issuance of the Series A Convertible Exchangeable Preferred, the original
purchaser (or any of its affiliates) of the Series A Convertible Exchangeable
Preferred may exchange all of the shares of Series A Convertible Exchangeable
Preferred but not any accrued and unpaid dividends thereon for 3,612 convertible
preferred shares (as adjusted for any combinations or divisions or similar
recapitalizations) of Atrix Newco, Ltd., a Bermuda exempted limited liability
company, held by Atrix convertible into 30.1% of Atrix Newco's common shares on
a fully diluted basis (or, if we have converted the Atrix Newco convertible
preferred shares pursuant to the terms thereof, the common shares of Atrix Newco
issued upon such conversion). If the original purchaser exercises the exchange
right during the first two years after the issuance of the Series A Convertible
Exchangeable Preferred, the Atrix Newco convertible preferred shares that the
original purchaser will receive from us will be shares of non-voting convertible
preferred stock of Atrix Newco. Upon exercise of the exchange right, all shares
of Series A Convertible Exchangeable Preferred originally purchased from us,
excluding accrued and unpaid dividends thereon, will be canceled and will no
longer be entitled to any rights in Atrix.
MANDATORY REDEMPTION. On the date that is six years after the date of
the first issuance of shares of Series A Convertible Exchangeable Preferred, we
will, at our option, either (1) redeem the shares of Series A Convertible
Exchangeable Preferred in cash in an amount equal to the then-applicable
liquidation preference or (2) redeem the shares of Series A Convertible
Exchangeable Preferred in shares of common stock having a then fair market value
equal to the liquidation preference.
VOTING RIGHTS; PROTECTIVE PROVISIONS. Holders of Series A Convertible
Exchangeable Preferred will not be entitled to vote together with the holders of
the common stock, including with respect to the election of our directors, other
than as described in the following sentence. Subject to the rights of any series
of preferred stock that may from time to time come into existence, without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of at least a majority of the then-outstanding shares of Series A
Convertible Exchangeable Preferred, voting separately as a series, we may not:
- amend our certificate of incorporation to alter or change the
voting powers, preferences, or other special rights or
privileges, or restrictions of the Series A Convertible
Exchangeable Preferred so as to affect adversely such shares,
- change the rights of the holders of the Series A Convertible
Exchangeable Preferred in any other respect, or
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- amend our certificate of incorporation so as to create any
additional classes or series of preferred stock with a
liquidation preference, dividend or other rights senior to the
Series A Convertible Exchangeable Preferred.
STATUS OF CONVERTED STOCK. If any shares of Series A Convertible
Exchangeable Preferred are converted or exchanged as described above, the shares
so converted or exchanged will be canceled and will not be reissuable by Atrix.
Our certificate of incorporation will be appropriately amended to effect the
corresponding reduction in our authorized capital stock.
RIGHTS AGREEMENT
The following summary highlights certain provisions of a Rights
Agreement between American Stock Transfer & Trust Company, as rights agent, and
us, dated as of September 25, 1998, as amended from time to time, and our
certificate of incorporation. Because the terms of these documents are more
detailed than the general information provided below, you should carefully
consider the actual provisions of these documents.
RIGHTS. On September 25, 1998 our Board of Directors declared a
dividend distribution of one right for each outstanding share of our common
stock to stockholders of record at the close of business on September 25, 1998,
and authorized the issuance of one right with each share of common stock issued
(including shares distributed from treasury) by us thereafter and before the
Distribution Date defined below. Each right entitles the registered holder to
purchase from us one one-hundredth of a share, or a Unit, of Series A Preferred,
at a purchase price of $67.50 per Unit, subject to adjustment.
Initially, the rights attach to all certificates representing shares of
outstanding common stock, and no separate rights certificates will be
distributed. The rights will separate from the common stock, and the
"Distribution Date" will occur upon the earlier of (1) ten business days
following a public announcement that a person or group of affiliated or
associated persons, or an acquiring person, has acquired or otherwise obtained
beneficial ownership of 15% or more of the then outstanding shares of our common
stock, and (2) ten business days (or such later date as may be determined by
action of our Board of Directors prior to such time as any person becomes an
acquiring person) following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 15% or more of the
then outstanding shares of our common stock.
Until the Distribution Date, (1) the rights will be evidenced by common
stock certificates and will be transferred with and only with such common stock
certificates, (2) common stock certificates issued after September 25, 1998
(also including shares distributed from treasury) will contain a notation
incorporating the Rights Agreement by reference, and (3) the surrender for
transfer of any certificates representing outstanding common stock will also
constitute the transfer of the rights associated with the common stock
represented by such certificates.
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The rights are not exercisable until the Distribution Date and will
expire at the close of business on September 25, 2008 unless earlier redeemed or
exchanged by us as described below. Under certain circumstances the
exercisability of the rights may be suspended. In no event, however, will the
rights be exercisable prior to the expiration of the period in which the rights
may be redeemed.
As soon as practicable after the Distribution Date, rights certificates
will be mailed to holders of record of our common stock as of the close of
business on the Distribution Date and, thereafter, the separate rights
certificates alone will represent the rights.
If a person becomes an acquiring person, each holder of a right will
thereafter have the right to receive, upon exercise, shares of common stock (or,
in certain circumstances, cash, property or other securities of ours) having a
value equal to two times the exercise price of the right. The exercise price is
the purchase price multiplied by the number of Units of Series A Preferred
issuable upon exercise of a right prior to any person's becoming an acquiring
person. Following the occurrence of any person's becoming an acquiring person,
all rights that are, or under certain circumstances specified in the Rights
Agreement were, beneficially owned by any acquiring person will be null and
void.
If at any time following the date that any person becomes an acquiring
person, (1) we are acquired in a merger or other business combination
transaction and we are not the surviving corporation, (2) any person merges with
us and all or part of our common stock is converted or exchanged for securities,
cash or property of Atrix or any other person or (3) 50% or more of our assets
or earning power is sold or transferred, each holder of a right (except rights
which have been voided) will have the right to receive, upon exercise, common
stock of the acquiring person having a value equal to two times the exercise
price of the right.
The purchase price payable, and the number of Units of Series A
Preferred issuable, upon exercise of the rights are subject to adjustment from
time to time to prevent dilution (1) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Series A Preferred, (2) if
holders of the Series A Preferred are granted certain rights or warrants to
subscribe for Series A Preferred or convertible securities at less than the
current market price of the Series A Preferred, or (3) upon the distribution to
the holders of the Series A Preferred of evidences of indebtedness, cash or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments amount to at least 1% of the purchase
price. We are not required to issue fractional shares of Series A Preferred
(other than fractions which are integral multiples of one one-hundredth of a
share of Series A Preferred which may be evidenced by depositary receipts). In
lieu thereof, an adjustment in cash may be made based on the current market
price of a share of Series A Preferred on the day of exercise.
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At any time until ten business days following the public announcement
of a person becoming an acquiring person, a majority of our Board of Directors
(including, following the date on which there is an acquiring person, the
majority of our independent directors) may redeem the rights in whole, but not
in part, at a price of $.01 per right (subject to adjustment in certain events)
payable, at the election of the majority of our Board of Directors, including a
majority of our independent directors, in cash or shares of our common stock.
Immediately upon the action of a majority of our Board of Directors (including,
following the date on which there is an acquiring person, a majority of our
independent directors) ordering the redemption of the rights, the rights will
terminate and the only right of the holders of rights will be to receive the
redemption price.
At any time after there is an acquiring person, by action of a majority
of our Board of Directors, including a majority of our independent directors, we
may exchange all or part of the then outstanding and exercisable rights (other
than rights that have become null and void) for shares of our common stock
pursuant to a one-for-one exchange ratio, as may be adjusted.
Until a right is exercised, the holder thereof, as such, will have no
rights as a stockholder of Atrix, including, without limitation, the right to
vote or to receive dividends. While the distribution of the rights will not be
taxable to our stockholders or to us, stockholders may, depending upon the
circumstances, recognize taxable income if the rights become exercisable for
Units of Series A Preferred or other consideration.
Any of the provisions of the Rights Agreement may be amended without
the approval of the holders of our common stock at any time prior to the
Distribution Date, including an amendment to lower certain thresholds described
above to not less than the greater of (1) the sum of .001% and the largest
percentage of our outstanding shares of common stock then known to us to be
beneficially owned by any person or group of affiliated or associated persons,
and (2) 10%. After the Distribution Date, the provisions of the Rights Agreement
may be amended to cure any ambiguity, defect or inconsistency, to make changes
which do not adversely affect the interests of holders of rights (excluding the
interests of any acquiring person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to adjust (1)
the time period governing redemption shall be made at such time as the rights
are not redeemable or (2) any other time period unless such lengthening is for
the purpose of protecting, enhancing or clarifying the rights of and/or
benefiting the holders of rights. In addition, after a person becomes an
acquiring person, no amendment or supplement may be made without the approval of
a majority of our Board of Directors, including a majority of our independent
directors.
SERIES A PREFERRED. The Units of Series A Preferred that may be
acquired upon exercise of the rights will be non-redeemable and are subordinate
to our shares of Series A Convertible Exchangeable Preferred and any other
shares of preferred stock that may be issued by us in the future.
Each Unit of Series A Preferred will have a minimum preferential
quarterly dividend of $.01 per Unit or any higher per share dividend declared on
our common
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stock. In the event of liquidation, the holder of a Unit of Series A Preferred
will receive a preferred liquidation payment equal to the greater of $.01 per
Unit and the per share amount paid in respect of a share of our common stock.
Each Unit of Series A Preferred will have one vote, voting together
with our common stock. In the event of any merger, consolidation or other
transaction in which shares of our common stock are exchanged, each Unit of
Series A Preferred will be entitled to receive the per share amount paid in
respect of each share of our common stock.
The rights of holders of the Series A Preferred with respect to
dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions.
Because of the nature of the Series A Preferred's dividend, liquidation
and voting rights, the economic value of one Unit of Series A Preferred that may
be acquired upon the exercise of each right should approximate the economic
value of one share of our common stock.
POTENTIAL ANTI-TAKEOVER EFFECT. The rights may have anti-takeover
effects. The rights will cause substantial dilution to a person or group that
attempts to acquire us on terms not approved by our Board of Directors unless
the offer is conditioned on that person or group acquiring a substantial number
of rights. The rights are intended to encourage persons who may seek to acquire
control of us to initiate an acquisition through negotiations with our Board of
Directors. However, the effect of the rights may be to discourage a third party
from making a partial tender offer or otherwise attempting to obtain a
substantial equity position in our equity securities or seeking to obtain
control of us, even when some of our stockholders may find the transaction
attractive. To the extent that any potential acquirors are deterred by the
rights, the rights may have the effect of keeping our existing management in
office.
PREEMPTIVE RIGHTS
No holder of any shares of our stock has any preemptive or preferential
right to acquire or subscribe for any unissued shares of any class of stock or
any authorized securities convertible into or carrying any right, option or
warrant to subscribe for or acquire shares of any class of stock.
PROVISIONS WHICH MAY DELAY A CHANGE OF CONTROL OF ATRIX
Our certificate of incorporation contains certain provisions that may
delay or discourage a change of control of Atrix, including provisions:
- establishing a classified board of directors,
- permitting cumulative voting in certain circumstances,
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- allowing our Board of Directors to issue and determine the
rights, powers and preferences of preferred stock without any
vote or further action by our stockholders,
- establishing a process to enlarge and fill vacancies on our
Board of Directors, and
- deterring certain self-dealing transactions.
Certain of these provisions are designed to increase the likelihood
that our Board of Directors, if presented with a proposal for a business
combination or other major transaction from a third party that has acquired a
block of our stock, will have sufficient time to review the proposal and
possible alternatives to the proposal and to act in what it believes to be in
the best interests of our stockholders. These provisions may discourage certain
types of non-negotiated transactions which would result in a change of control
of us and are expected to encourage persons seeking to acquire control of us to
consult first with our Board of Directors to negotiate the terms of any proposed
business combination or offer.
PLAN OF DISTRIBUTION
We may offer and sell shares of our common stock described in this
prospectus directly to purchasers or to or through underwriters, dealers or
designated agents. We will name any underwriter or agent involved in the offer
and sale of the shares of common stock in the applicable supplement to this
prospectus. We may sell the common stock from time to time in one or more
transactions:
- at a fixed price or prices, which may be changed,
- at market prices prevailing at the time of sale,
- at prices related to prevailing market prices, or
- at negotiated prices.
We also may authorize underwriters acting as our agents to offer and
sell the securities upon terms and conditions that will be described in the
applicable prospectus supplement.
If we use underwriters to assist us in the offer and sale of our common
stock, the underwriters may act as our agents, and we may pay the underwriters
in the form of discounts, concessions or commissions. These underwriters may
sell the securities to or through dealers, and the dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents. Any persons whom we use to assist us in the offer and sale of our common
stock may be deemed to be underwriters, and any discounts or commissions that
they receive from us or from their resale of the common
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stock may be deemed to be underwriting discounts and commissions under the
securities laws.
Each time we use this prospectus to sell shares of our common stock, we
will also provide a prospectus supplement that contains the specific terms about
those shares and about the offering. We will identify in the applicable
prospectus supplement any underwriter or agent that we use, as well as any
compensation that these underwriters or agents will receive from us or
otherwise. The prospectus supplement will also include information regarding the
terms or our relationship with any underwriters or agents, their obligations
with respect to that offering, and information regarding the proceeds that we
will receive and our expected use of those proceeds.
We may grant to underwriters that we use options to purchase additional
shares of common stock to cover over-allotments, if any, at the public offering
price, with additional underwriting commissions or discounts, as may be set
forth in a related prospectus supplement. The terms of any over-allotment option
will be set forth in the applicable prospectus supplement.
If we use dealers to assist us in the offer and sale of the shares of
our common stock, we will likely sell the securities to those dealers as
principals. The dealers may then resell the securities to the public at varying
prices to be determined by the dealers at the time of resale. We will include
the names of the dealers and the terms of any transactions involving the dealers
in the applicable prospectus supplement.
We may authorize agents or underwriters to solicit offers by some types
of institutions to purchase shares of our common stock from us at the public
offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts. These contracts will provide for payment and delivery on a
specified date in the future. The conditions to these contracts and the
commissions payable for solicitation of these contracts will be described in the
applicable prospectus supplement.
We may enter into agreements with underwriters, dealers and agents who
agree to assist us in the offer and sale of shares of our common stock. Under
these agreements, we may agree to indemnify the underwriters and their
controlling persons, dealers and agents against certain liabilities, including
liabilities under the securities laws. We may also agree to contribution
relating to any payments that the underwriters and their controlling persons,
dealers or agents may be required to make under the securities or other laws.
Unless otherwise indicated in the applicable prospectus supplement, any agent
will be acting on a best efforts basis for the period of its appointment.
Certain persons participating in an offering of our common stock may
engage in transactions that stabilize, maintain or otherwise affect the price of
the common stock, including over-allotment, stabilizing and short-covering
transactions in such securities, and the imposition of a penalty bid, in
connection with the offering.
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Any underwriters, dealers or agents that assist us in the offer and
sale of our common stock may engage in transactions with or perform services for
us in the ordinary course of business.
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be
passed upon for us by Morrison & Foerster LLP. As of the date of this
prospectus, Morrison & Foerster LLP held options to acquire 5,000 shares of our
common stock. Any underwriters will be advised about other issues relating to
any offering by their own legal counsel named in the applicable prospectus
supplement.
EXPERTS
The consolidated financial statements of Atrix Laboratories, Inc.
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended December 31, 2000, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.
The financial statements of Transmucosal Technologies Ltd. incorporated
in this prospectus by reference from our Amendment No. 1 on Form 10-K/A to our
Annual Report on Form 10-K for the year ended December 31, 2000, have been
audited by KPMG, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses, other than underwriting discounts and commissions, in
connection with the issuance and distribution of the securities being registered
are as follows:
Securities Act Registration Fee $ 21,875.00
Blue Sky Fees and Expenses 20,000.00*
Printing and Engraving Expenses 75,000.00*
Legal Fees and Expenses 150,000.00*
Accounting Fees and Expenses 75,000.00*
Miscellaneous ................. 8,125.00*
Total ................ $350,000.00*
===========
* Estimated and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware, or
the DGCL, provides that directors and officers of Delaware corporations may,
under certain circumstances, be indemnified against expenses (including
attorneys' fees) and other liabilities actually and reasonably incurred by them
as a result of any suit brought against them in their capacity as a director or
officer, if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, if they had no reasonable cause to believe
their conduct was unlawful. Section 145 also provides that directors and
officers may also be indemnified against expenses (including attorneys' fees)
incurred by them in connection with a derivative suit if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made
without court approval if such person was adjudged liable to the corporation.
The Registrant has implemented such indemnification provisions in its
Amended and Restated Certificate of Incorporation and Bylaws which provide that
officers and directors shall be entitled to be indemnified by the Registrant to
the fullest extent permitted by law against all expenses, liabilities and loss
including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred in connection with
any action, suit or proceeding by reason of the fact that he or she is or was an
officer or director of the Registrant.
The above discussion of the Registrant's Amended and Restated
Certificate of Incorporation and Bylaws and of the DGCL is not intended to be
exhaustive and is qualified in its entirety by such Certificate of
Incorporation, Bylaws and statutes.
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Pursuant to the provisions of the DGCL, the Registrant has adopted
provisions in its Amended and Restated Certificate of Incorporation which
provide that none of the Registrant's directors shall be personally liable for
monetary damages to the Registrant or its stockholders for a breach of fiduciary
duty as a director, except for liability as a result of: (i) a breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) an act related to the unlawful stock repurchase or
payment of a dividend under Section 174 of the DGCL, and (iv) transactions from
which the director derived an improper personal benefit. Such limitation of
liability does not affect the availability of equitable remedies such as
injunctive relief or rescission.
Pursuant to Section 145(g) of the DGCL the Registrant maintains
insurance on behalf of the directors and officers serving at the request of the
Registrant.
We expect that any Underwriting Agreement entered into by the
Registrant in connection with any offering of common stock will provide for
indemnification by the underwriters specified therein of the Registrant and its
officers and directors, and by the Registrant of the underwriters specified
therein, for certain liabilities arising under the Securities Act or otherwise.
The Registration Rights Agreement relating to the 7% Convertible
Subordinated Notes due 2004 provides for indemnification by each of the initial
purchasers specified therein, their successors, assigns and direct and indirect
transferees, in specified circumstances, of the Registrant, the other initial
purchasers and other selling holders, and each of their respective directors,
officers, partners, employees, representatives, agents and controlling parties,
and by the Registrant of the initial purchasers specified therein, their
successors, assigns and direct and indirect transferees, each of their
respective directors, officers, partners, employees, representatives, agents and
underwriters, officers and directors of the underwriters, and each person, if
any, controlling any such initial purchaser, transferee, underwriter or holder,
in specified circumstances, for certain liabilities arising under the Securities
Act or otherwise.
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ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1* Forms of Underwriting Agreements
2.1 Agreement and Plan of Reorganization dated November 24, 1998 by and among Atrix
Laboratories, Inc., Atrix Acquisition Corporation and ViroTex Corporation (1)
2.2 Certificate of Merger of Atrix Acquisition Corporation into ViroTex Corporation
dated November 24, 1998 (1)
4.1 Amended and Restated Certificate of Incorporation (2)
4.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation
filed with the Delaware Secretary of State on June 1, 2001
4.3 Eighth Amended and Restated Bylaws (3)
4.4 Form of Common Stock Certificate (4)
4.5 Indenture, dated November 15, 1997, by and among the Registrant and State Street
Bank and Trust Company of California, N.A., as trustee thereunder (5)
4.6 Form of Note (included in Indenture, see Exhibit 4.5)
4.7 Rights Agreement (including form of Right Certificate, as Exhibit A, and the form of
Summary of Rights, as Exhibit B) (6)
4.8 Warrant to purchase 6,750 shares of Atrix Common Stock issued to Gulfstar
Investments, Limited (2)
4.9 Registration Rights Agreement, dated as of November 15, 1997, by and among
Registrant and NationsBanc Montgomery Securities, Inc. and SBC Warburg Dillon Read,
Inc. (5)
4.10 Certificate of Designation of the Series A Preferred Stock filed with the State of
Delaware on September 25, 1998 (7)
4.11 Certificate of Designation of Preferences and Rights of Series A Convertible
Exchangeable Preferred Stock filed with the State of Delaware on July 18, 2000 (8)
4.12 Company Registration Rights Agreement, dated as of July 18, 2000, by and between Atrix
Laboratories, Inc. and Elan International Services, Ltd., or EIS (8)
4.13 Warrant, dated as of July 18, 2000, issued by Atrix Laboratories, Inc. to EIS (8)
4.14 Convertible Promissory Note, dated as of July 18, 2000, issued by Atrix Laboratories, Inc.
to EIS (8)
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG
23.3 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1** Power of Attorney (Included on Page II-7 of the Registration Statement filed on
February 14, 2001)
II-3
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------------------------------------
*To be filed by amendment or as an exhibit to a document to be incorporated by
reference herein in connection with the specified offering of securities.
**Previously filed.
(1) Incorporated by reference to Registrant's Current Report on Form 8-K
dated November 24, 1998, as filed with the Commission on December 9,
1998 (Commission File No. 0-18231).
(2) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, as filed with the
Commission on March 24, 1999 (Commission File No. 0-18231).
(3) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, as filed with the
Commission on March 14, 2000 (Commission File No. 0-18231).
(4) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993 as filed with the
Commission (Commission File No. 0-18231).
(5) Incorporated by reference to Registrant's Current Report on Form 8-K
dated November 6, 1997, as filed with the Commission on December 9,
1997 (Commission File No. 0-18231).
(6) Incorporated by reference to Registrant's Registration Statement on
Form 8-A (Commission File No. 0-18231).
(7) Incorporated by reference to Exhibit 3.1 of Registrant's Registration
Statement on Form 8-A, as filed with the Commission on October 1, 1998
(Commission File No. 0-18231).
(8) Incorporated by reference to Registrant's Current Report on Form 8-K
dated July 18, 2000, as filed with the Commission on August 4, 2000
(Commission File No. 0-18231).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
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provided, however, that paragraphs (a)(1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Pre-Effective Amendment No. 1 to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort
Collins, State of Colorado, on June 5, 2001.
ATRIX LABORATORIES, INC.
By: /s/ BRIAN G. RICHMOND
------------------------------------------------
Brian G. Richmond
Chief Financial Officer
and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
* Chairman of the Board and Chief Executive
____________________________________ Officer
David R. Bethune (Principal Executive Officer) June 5, 2001
/s/ BRIAN G. RICHMOND Chief Financial Officer and Assistant
____________________________________ Secretary (Principal Financial and
Brian G. Richmond Accounting Officer) June 5, 2001
*
____________________________________ Director June 5, 2001
H. Stuart Campbell
____________________________________ Director
Dr. D. Walter Cohen
____________________________________ Director
Sander A. Flaum
*
____________________________________ Director June 5, 2001
Dr. Richard L. Jackson
/s/ C. Rodney O'Connor
____________________________________ Director June 5, 2001
C. Rodney O'Connor
*
____________________________________ Director June 5, 2001
John E. Urheim
*
____________________________________ Director June 5, 2001
Nicolas G. Bazan
--------------
* By: /s/ Brian G. Richmond
-------------------------------
Brian G. Richmond
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1* Forms of Underwriting Agreements
2.1 Agreement and Plan of Reorganization dated November 24, 1998 by and among Atrix
Laboratories, Inc., Atrix Acquisition Corporation and ViroTex Corporation (1)
2.2 Certificate of Merger of Atrix Acquisition Corporation into ViroTex Corporation dated
November 24, 1998 (1)
4.1 Amended and Restated Certificate of Incorporation (2)
4.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation filed
with the Delaware Secretary of State on June 1, 2001
4.3 Eighth Amended and Restated Bylaws (3)
4.4 Form of Common Stock Certificate (4)
4.5 Indenture, dated November 15, 1997, by and among the Registrant and State Street Bank
and Trust Company of California, N.A., as trustee thereunder (5)
4.6 Form of Note (included in Indenture, see Exhibit 4.5)
4.7 Rights Agreement (including form of Right Certificate, as Exhibit A, and the form of
Summary of Rights, as Exhibit B) (6)
4.8 Warrant to purchase 6,750 shares of Atrix Common Stock issued to Gulfstar Investments,
Limited (2)
4.9 Registration Rights Agreement, dated as of November 15, 1997, by and among Registrant
and NationsBanc Montgomery Securities, Inc. and SBC Warburg Dillon Read, Inc. (5)
4.10 Certificate of Designation of the Series A Preferred Stock filed with the State of
Delaware on September 25, 1998 (7)
4.11 Certificate of Designation of Preferences and Rights of Series A Convertible
Exchangeable Preferred Stock filed with the State of Delaware on July 18, 2000 (8)
4.12 Company Registration Rights Agreement, dated as of July 18, 2000, by and between Atrix
Laboratories, Inc. and Elan International Services, Ltd., or EIS (8)
4.13 Warrant, dated as of July 18, 2000, issued by Atrix Laboratories, Inc. to EIS (8)
4.14 Convertible Promissory Note, dated as of July 18, 2000, issued by Atrix Laboratories, Inc.
to EIS (8)
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG
23.3 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1** Power of Attorney (Included on Page II-7 of the Registration Statement filed on
February 14, 2001)
25
---------------
*To be filed by amendment or as an exhibit to a document to be incorporated by
reference herein in connection with the specified offering of securities.
**Previously filed.
(1) Incorporated by reference herein to Registrant's Current Report on Form
8-K dated November 24, 1998, as filed with the Commission on
December 9, 1998 (Commission File No. 0-18231).
(2) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, as filed with the
Commission on March 24, 1999 (Commission File No. 0-18231).
(3) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, as filed with the
Commission on March 14, 2000 (Commission File No. 0-18231).
(4) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993 as filed with the
Commission (Commission File No. 0-18231).
(5) Incorporated by reference to Registrant's Current Report on Form 8-K
dated November 6, 1997, as filed with the Commission on December 9,
1997 (Commission File No. 0-18231).
(6) Incorporated by reference to Registrant's Registration Statement on
Form 8-A (Commission File No. 0-18231)
(7) Incorporated by reference to Exhibit 3.1 of Registrant's Registration
Statement on Form 8-A, as filed with the Commission on October 1, 1998
(Commission File No. 0-18231).
(8) Incorporated by reference to Registrant's Current Report on Form 8-K
dated July 18, 2000, as filed with the Commission on August 4, 2000
(Commission File No. 0-18231).