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As filed with the Securities and Exchange Commission on November 7, 1995
Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
Registration Statement Under the Securities Act of 1933
ATRIX LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 84-1043826
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2579 Midpoint Drive
Fort Collins, Colorado 80525
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(Address of principal executive offices) (Zip Code)
ATRIX LABORATORIES, INC.
NONQUALIFIED STOCK OPTION PLAN
------------------------------
(Full title of the plan)
John E. Urheim
Vice Chairman and Chief Executive Officer
Atrix Laboratories, Inc.
2579 Midpoint Drive
Fort Collins, Colorado 80525 (970) 482-5868
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(Name and address of agent for service) (Telephone number, including
area code, of agent for
service)
Copies to:
Warren L. Troupe, Esq.
Kutak Rock
717 17th Street, Suite 2900
Denver, Colorado 80202
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share(1) price(1) fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value . . 100,000 Shares $5.50 $550,000 $189.65
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on
the average of the high and low prices of the Registrant's Common Stock on
November 6, 1995.
This Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, previously filed with the Securities and
Exchange Commission by Atrix Laboratories, Inc. (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference.
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) Quarterly Report on Form 10-Q dated March 31, 1995;
(c) Quarterly Report on Form 10-Q dated June 30, 1995;
(d) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A filed
January 12, 1990 (File No.: 33-11483);
(e) Current Report on Form 8-K dated January 23, 1995;
(f) Current Report on Form 8-K dated April 28, 1995;
(g) Current Report on Form 8-K dated September 27, 1995;
(h) Current Report on Form 8-K dated October 11, 1995;
and
(i) Report by Issuer of Securities quoted in NASDAQ
Interdealer Quotation System on Form 10-C filed with the Securities
and Exchange Commission on October 2, 1995.
Each document filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered herein have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the respective date of filing such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent
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that a statement contained herein or in any subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Not Applicable.
Item 5. Not Applicable.
Item 6. Indemnification of Directors and Officers
The General Corporation Law of the State of Delaware permits a
Delaware corporation to indemnify its officers or directors under certain
circumstances. Such statute provides that, in actions in which the corporation
is not a party, a corporation may indemnify its officers of directors for
losses incurred by them if the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation. In actions in which the corporation is a party, the statute
provides the same standard but prohibits indemnification if the director or
officer is adjudged liable to the corporation.
The Registrant has implemented such indemnification provisions in its
Certificate of Incorporation which provides that officers and directors shall
be entitled to be indemnified by the corporation to the fullest extent
permitted by law against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement incurred in connection with any action, suit or
proceeding by reason of the fact that he is or was an officer or director of
the Registrant.
Item 7. Not Applicable.
Item 8. Exhibits
The following is a complete list of Exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.01 Form of Common Stock Certificate(1)
5.01 Opinion and Consent of Kutak Rock*
23.01 Consent of Counsel is contained in Opinion of
Counsel filed as exhibit 5.01
</TABLE>
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<TABLE>
<S> <C>
23.02 Consent of Deloitte & Touche LLP*
24.01 Powers of Attorney included at page S-2 of this
Registration Statement are incorporated herein by
reference.
</TABLE>
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(*) Filed herewith.
(1) Filed with the Registrant's Registration Statement on Form S-1 (File
No. 33-34882) and incorporated herein by reference.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) (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
(the "Act");
(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; 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.
(2) That, for the purpose of determining any
liability under the Act, 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.
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(b) That, for purposes of determining any liability under
the Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Act 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 Act 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 Act 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, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused 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 October 31, 1995.
ATRIX LABORATORIES, INC.
By: /s/ John E. Urheim
---------------------------------
John E. Urheim, Vice Chairman,
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John E. Urheim, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, to all intents and purposes and
as full as they might or could do in person, hereby ratifying and confirming
all that such attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ William C. O'Neil, Jr. Chairman of the Board of Directors October 31, 1995
----------------------------------
William C. O'Neil, Jr.
/s/ John E. Urheim Vice Chairman and Chief Executive October 31, 1995
---------------------------------- Officer
John E. Urheim
/s/ Dr. G. Lee Southard President, Chief Scientific Officer October 31, 1995
---------------------------------- and Director
Dr. G. Lee Southard
/s/ Kimberly A. Marks Corporate Controller, Assistant October 31, 1995
---------------------------------- Secretary and Assistant Treasurer
Kimberly A. Marks
</TABLE>
S-2
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<TABLE>
<S> <C> <C>
/s/ David R. Bethune Director October 31, 1995
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David R. Bethune
/s/ Dr. Walter D. Cohen Director October 31, 1995
----------------------------------
Dr. Walter D. Cohen
/s/ Dr. Jere E. Goyan Director October 31, 1995
----------------------------------
Dr. Jere E. Goyan
/s/ Dr. R. Bruce Merrifield Director October 31, 1995
----------------------------------
Dr. R. Bruce Merrifield
/s/ C. Rodney O'Connor Director October 31, 1995
----------------------------------
C. Rodney O'Connor
</TABLE>
S-3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
4.01 Form of Common Stock Certificate(1)
5.01 Opinion and Consent of Kutak Rock*
23.01 Consent of Counsel is contained in Opinion of
Counsel filed as exhibit 5.01
23.02 Consent of Deloitte & Touche LLP*
24.01 Powers of Attorney included at page S-2 of this
Registration Statement are incorporated herein by
reference.
</TABLE>
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(*) Filed herewith.
(1) Filed with the Registrant's Registration Statement on Form S-1 (File
No. 33-34882) and incorporated herein by reference.
<PAGE> 1
November 6, 1995
Atrix Laboratories, Inc.
2579 Midpoint Drive
Fort Collins, Colorado 80525
Ladies and Gentlemen:
We have acted as your counsel in connection with the filing of the
Registration Statement on Form S-8 (the "Registration Statement") and related
prospectus (the "Prospectus") under the Securities Act of 1933, as amended (the
"Act"), relating to 100,000 shares of your common stock, $.001 par value per
share (the "Shares"). In connection therewith, we have reviewed such
Registration Statement, certain of your corporate records and proceedings taken
in connection with the authorization and issuance of the Shares, and such other
factual and legal matters as we have considered necessary for purposes of this
opinion.
Based on and subject to the foregoing, we are of the opinion that the
Shares will, when sold, be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent does not constitute a consent under
Section 7 of the Act, and in consenting to the reference to our firm under
such heading we have not certified any part of the Registration Statement and
do not otherwise come within the categories of persons whose consent is
required under Section 7 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ KUTAK ROCK
KUTAK ROCK
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Atrix Laboratories, Inc. on Form S-8 of our report dated January 25, 1995,
included in the Annual Report on Form 10-K of Atrix Laboratories, Inc. for
the year ended December 31, 1994.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
November 6, 1995
Denver, Colorado
