<PAGE> 1
As filed with the Securities and Exchange Commission on June 16, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATRIX LABORATORIES, INC.
(Exact name of Registrant as Specified in Its Charter)
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DELAWARE 84-1043826
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2579 MIDPOINT DRIVE
FORT COLLINS, COLORADO 80525
(Address of Principal Executive Offices)
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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JOHN E. URHEIM
VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ATRIX LABORATORIES, INC.
2579 MIDPOINT DRIVE
FORT COLLINS, COLORADO 80525
(Name and Address of Agent for Service)
(970) 482-5868
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
WARREN L. TROUPE, ESQ.
DEBORAH A. SCHULTZ, ESQ.
MORRISON & FOERSTER LLP
370 17TH STREET, SUITE 5200
DENVER, CO 80202
(303) 592-1500
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed
Maximum Proposed
Amount Maximum Aggregate Amount of
Title of Securities to be Offering Price Offering Registration
to be Registered Registered Per Share(1) Price(2) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value per share 300,000 $10.63 $3,189,000 $966.37
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Atrix Laboratories, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 1997.
(c) The description of the Registrant's Common Stock which is
contained in its Registration Statement on Form 8-A dated January 12, 1990
filed under the Exchange Act.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of 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 that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any 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. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware (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 Company has implemented such indemnification provisions in its
Certificate of Incorporation which provides that officers and directors shall
be entitled to be indemnified by the Company to the fullest extent permitted by
law against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement 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
Company.
The above discussion of the Company's Certificate of Incorporation and
Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is
qualified in its entirety by such Certificate of Incorporation and statutes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE> 4
ITEM 8. EXHIBITS.
5 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP, independent auditors.
24 Power of Attorney (See page II-2).
ITEM 9. 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;
(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;
(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.
<PAGE> 5
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 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 and will be governed
by the final adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Atrix Laboratories, Inc. certifies that it has reasonable grounds to believe
that it meets all 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
June 6, 1997.
ATRIX LABORATORIES, INC.
By: /s/ John E. Urheim
------------------------------------
John E. Urheim
Vice Chairman and Chief Executive
Officer
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John E. Urheim, with full power to act
alone, his true and lawful attorneys-in-fact, with the power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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/ DAVID R. BETHUNE Director June 6, 1997
- -------------------------------
David R. Bethune
/s/ H. STUART CAMPBELL Director June 6, 1997
- -------------------------------
H. Stuart Campbell
/s/ DR. D. WALTER COHEN Director June 6, 1997
- -------------------------------
Dr. D. Walter Cohen
/s/ DR. JERE E. GOYAN Director June 6, 1997
- -------------------------------
Dr. Jere E. Goyan
/s/ DR. R. BRUCE MERRIFIELD Director June 6, 1997
- -------------------------------
Dr. R. Bruce Merrifield
/s/ C. RODNEY O'CONNOR Director June 6, 1997
- -------------------------------
C. Rodney O'Connor
/s/ WILLIAM C. O'NEIL, JR. Chairman of the Board of Directors June 6, 1997
- -------------------------------
William C. O'Neil, Jr.
/s/ BRIAN G. RICHMOND Corporate Controller and Assistant June 6, 1997
- ------------------------------- Secretary
Brian G. Richmond
/s/ DR. G. LEE SOUTHARD President, Chief Scientific Officer and June 6, 1997
- ------------------------------- Director
Dr. G. Lee Southard
/s/ JOHN E. URHEIM
- ------------------------------- Vice Chairman of the Board of Directors June 6, 1997
John E. Urheim and Chief Executive Officer
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP, independent auditors.
24 Power of Attorney (See page II-2).
</TABLE>
<PAGE> 1
Exhibit 5
MORRISON & FOERSTER LLP
Denver, Colorado
June 16, 1997
Atrix Laboratories, Inc.
2579 Midpoint Drive
Fort Collins, CO 80525
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on June 6, 1997, and to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 300,000 shares of your
common stock, $.001 par value (the "Common Stock") which will be issuable under
the 1997 Employee Stock Purchase Plan (the "Plan").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plan and the authorization of the issuance of the shares of Common Stock under
the Plan (the "Plan Shares") and such documents as we have deemed necessary to
render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable shares of Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF DELOITTE & TOUCHE LLP
INDEPENDENT AUDITOR'S 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 24, 1997,
included in the Annual Report on Form 10-K of Atrix Laboratories, Inc. for the
year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Denver, Colorado
June 11, 1997
