<PAGE> 1
PROSPECTUS SUPPLEMENT
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-43191
ARTIX LABORATORIES, INC.
SUPPLEMENT NO. 4 DATED NOVEMBER 19, 1998
TO PROSPECTUS DATED FEBRUARY 12, 1998
RELATING TO
$50,000,000 7% CONVERTIBLE SUBORDINATED NOTES DUE 2004
INTEREST PAYABLE JUNE 1 AND DECEMBER 1 AND
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF
All capitalized terms used but not defined herein shall have the meanings
set forth in the Prospectus dated February 12, 1998, as amended by Supplement
No. 1 dated March 25, 1998, Supplement No. 2 dated May 27, 1998 and Supplement
No. 3 dated August 12, 1998 (collectively, the "Prospectus"), forming a part of
the Registration Statement on Form S-3 (Registration No. 333-43191). Any cross
references in this Supplement ("Supplement") refer to portions of the
Prospectus.
The purpose of this Supplement is to provide additional information
regarding the Selling Securityholders. In addition to the Selling
Securityholders named in the Prospectus, the following table (a) deletes certain
Selling Securityholders to reflect private transfers of Securities, and (b) sets
forth the name of each additional Selling Securityholder and its relationship,
if any, with the Company (i) the amount of Notes owned by such additional
Selling Securityholder as of November 19, 1998 (assuming no Notes have been sold
under the Prospectus as of such date), (ii) the maximum amount of Notes which
may be offered for the account of such additional Selling Securityholder under
the Prospectus, (iii) the amount of Common Stock owned by such additional
Selling Securityholder as of November 19, 1998, and (iv) the maximum amount of
Common Stock which may be offered for the account of such additional Selling
Securityholder under the Prospectus.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
NOTES BENEFICIALLY NUMBER OF SHARES OF COMMON
OWNED PRINCIPAL AMOUNT OF CONVERSION SHARES STOCK OFFERED
NAME OF SELLING SECURITYHOLDER THAT MAY BE SOLD NOTES OFFERED HEREBY THAT MAY BE SOLD HEREBY(1)
- ------------------------------ ------------------------ -------------------- ----------------- ----------------
<S> <C> <C> <C> <C>
DELETE:
Yield Strategies Fund II, L.P.......... $3,000,000 $3,000,000 157,894 157,894
Lakeshore International, Ltd........... $2,000,000 $2,000,000 105,263 105,263
Putnam Convertible Income-Growth
Trust(2)............................. $1,200,000 $1,200,000 63,158 63,158
Smith Barney, Inc...................... $1,500,000 $1,500,000 78,947 78,947
ADD:
Hambrecht & Quist, LLC................. $1,850,000 $1,850,000 97,368 97,368
Deutsche Bank Securities............... $1,000,000 $1,000,000 52,631 52,631
JMG Convertible Investments, L.P....... $1,000,000 $1,000,000 52,631 52,631
KA Management LTD...................... $1,434,989 $1,434,989 79,721 79,721
KA Trading LP.......................... $ 615,011 $ 615,011 32,369 32,369
Simpson Group Retirement Fund.......... $ 10,000 $ 10,000 526 526
World Wide Transactions Ltd............ $ 60,000 $ 60,000 3,158 3,158
Helix Convertible Opportunities L.P.... $ 650,000 $ 650,000 34,211 34,211
Helix Convertible Opportunities Ltd.... $ 880,000 $ 880,000 46,316 46,316
The Common Fund FAD Absolute Return
Fund................................. $ 100,000 $ 100,000 5,263 5,263
WR Investment Partners LP.............. $ 50,000 $ 50,000 2,632 2,632
Unnamed holders of Notes or any future
transferees, pledgees, donees or
successors of or from any unnamed
holders(3)........................... $ 810,000 $ 810,000 42,632 42,632
---------- ---------- ------- -------
Total........................ $8,410,000 $8,410,000 442,632 442,632
========== ========== ======= =======
</TABLE>
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(1) Assumes conversion into Common Stock of the full amount of Notes held by
such Selling Securityholder at the initial conversion price of $19.00 per
share. The conversion price and the number of shares of Common Stock
issuable upon conversion of the Notes are subject to adjustment under
certain circumstances. See "Description of Notes-Conversion Rights."
Accordingly, the number of shares of Common Stock issuable upon conversion
of the Notes may increase or decrease form time to time. Fractional shares
will not be issued upon conversion of the Notes; rather, cash will be paid
in lieu of fractional shares, if any.
(2) $3,800,000 principal amount of Notes are still held by such Selling
Stockholder and remain subject to the Prospectus.
(3) No holder may offer Notes pursuant to the Prospectus until such holder is
included as a Selling Securityholder in a supplement to the Prospectus in
accordance with the Registration Rights Agreement. Assumes that the unnamed
holder of Notes or any future transferees, pledgees, donees or successors of
or from any such unnamed holder do not beneficially own any Common Stock
other than the Common Stock issuable upon conversion of the Notes at the
initial conversion price.
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Because the Selling Securityholders may, pursuant to the Prospectus, offer
all or some portion of the Notes and Common Stock they presently hold or, with
respect to Common Stock, have the right to acquire upon conversion of such
Notes, no estimate can be given as to the amount of the Notes and Common Stock
that will be held by the Selling Securityholders upon termination of any such
sales. In addition, the Selling Securityholders identified above may have sold,
transferred or otherwise disposed of all or a portion of their Notes and Common
Stock since the date on which they provided the information regarding their
Notes and Common Stock, in transactions exempt from the registration
requirements of the Securities Act. See "Plan of Distribution."
Only the Selling Securityholders identified above and in the Prospectus who
beneficially own the Notes and Common Stock set forth opposite each such Selling
Securityholder's name may sell such Notes and Common Stock pursuant to the
Prospectus and this Supplement. The Company may from time to time, in accordance
with the Registration Rights Agreement include additional Selling
Securityholders in supplements to the Prospectus.
The Selling Securityholders identified above did not have any material
relationship with the Company other than as a result of ownership of the Notes,
within the three-year period ending on the date of this Supplement.
The preceding table has been prepared based upon the information furnished
to the Company by the Selling Securityholders named therein.
