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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)*
ATRIX LABORATORIES, INC.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
04962L101
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(CUSIP NUMBER)
ELAN INTERNATIONAL SERVICES, LTD.
102 ST. JAMES COURT, FLATTS, SMITHS PARISH, FL 04 BERMUDA
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ATTENTION: KEVIN INSLEY
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
JULY 18, 2000
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elan International Services, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 1,442,478 shares (assuming exercise of 1,000,000
REPORTING PERSON warrants for 1,000,000 shares of Common Stock)
WITH
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8 SHARED VOTING POWER
- 0 -
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9 SOLE DISPOSITIVE POWER
1,442,478 shares
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 THE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,442,478 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.13 % (based on 11,521,783 shares of the Issuer
outstanding as of July 25, 2000, as reported on the
Issuer's Quarterly Report on Form 10-Q for the month
ended June 31, 2000; assumes exercise of the 1,000,000
warrants; does not assume conversion of the Series A
Preferred Stock or any other common stock equivalents)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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ITEM 1. SECURITY AND ISSUER.
Common Stock, par value $.001 per share (the "Common Stock")
Atrix Laboratories, Inc.
2579 Midpoint Drive
Fort Collins, CO 80525-4417
ITEM 2. IDENTITY AND BACKGROUND.
This Form 13-D is filed by Elan International Services, Ltd.,
a Bermuda corporation ("EIS"), 102 St. James Court, Flatts, Smiths Parish, FL
04, Bermuda. EIS is a wholly-owned subsidiary of Elan Corporation, plc, Lincoln
House, Lincoln Place, Dublin 2, Ireland, an Irish public limited company
("Elan"). During the last five years, none of the persons named above in this
Item 2: (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction, as a result of
which proceeding it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, United States federal or state securities laws, or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
EIS, pursuant to the terms of a Securities Purchase Agreement,
dated as of July 18, 2000, between EIS and Atrix Laboratories, Inc., a Delaware
corporation (the "Issuer"), acquired (a) 442,478 shares (the "Initial Stock") of
Common Stock, (b) 12,015 shares of Series A Convertible/Exchangeable Preferred
Stock (the "Series A Preferred Stock"), and (c) warrants to purchase up to
1,000,000 shares of Common Stock (the "Warrant"; together with the Initial Stock
and the Series A Preferred Stock, the "Securities") of the Issuer for aggregate
consideration of $17,015,000. The Series A Preferred Stock pays for six years
dividends of 7% of its issue price through the issuance of additional shares
Series A Preferred Stock. The Series A Preferred Stock is not convertible prior
to two years from the original date of issuance (i.e. July 18, 2000); provided,
however that in the event of a merger, reorganization or underwritten public
offering the Corporation may require the Series A Preferred Stock to
automatically convert into Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
EIS acquired the Securities for investment purposes.
Except as set forth above, neither EIS nor Elan has a plan or
proposal which relates to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number of or term
of Directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
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(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing the Common Stock to cease to be authorized to be
traded on The Nasdaq Stock Market, Inc.
(i) To have the Common Stock terminated from registration
under the Securities Act of 1933; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) 1,442,478 shares of Common Stock, representing 11.13 % of
the Common Stock on a fully diluted basis (based on 11,521,783
shares of the Issuer outstanding as of July 25, 2000, as
reported on the Issuer's Quarterly Report on Form 10-Q for the
month ended June 31, 2000; assumes exercise of the 1,000,000
warrants; does not assume conversion of the Series A Preferred
Stock or any other common stock equivalents)
(b) sole power to vote: 1,442,478 shares
shared power to vote: -0-
sole power to dispose: 1,442,478 shares
shared power to dispose: -0-
(c) None.
(d) None.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Securities Purchase Agreement, dated July 18, 2000 as
filed on August 4, 2000 as Exhibit 99.1 to the Form
8-k of Atrix Laboratories, Inc.
2. Warrant, dated July 19, 2000 as filed on August 4,
2000 as Exhibit 99.4 to the Form 8-k of Atrix
Laboratories, Inc.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: August 1, 2000
Elan International Services, Ltd.
By: /s/ KEVIN INSLEY
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Kevin Insley
President
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EXHIBIT INDEX
1. Securities Purchase Agreement, dated July 18, 2000 as filed on
August 4, 2000 as Exhibit 99.1 to the Form 8-k of Atrix Laboratories,
Inc.
2. Warrant, dated July 19, 2000 as filed on August 4, 2000 as Exhibit 99.4
to the Form 8-k of Atrix Laboratories, Inc.
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