<PAGE> 1
As filed with the Securities and Exchange Commission on June 10, 1998
Registration No. 33-64029
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8/A-1
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
- ---------------------------- -------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
2579 Midpoint Drive
Fort Collins, Colorado 80525
- ---------------------------------------- ----------
(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
- ------------------------------------------ --------------------------------
(Name and address of agent for service) (Telephone number, including
area code, of agent for service)
Copies to:
Warren L. Troupe, Esq.
Brian D. Lewandowski, Esq.
Morrison & Foerster LLP
370 17th Street, Suite 5200
Denver, CO 80202
(303) 592-1500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share(1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value 50,000 $15.75 $787,500 $232.31
=====================================================================================================================
</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 price of the Registrant's Common Stock
on June 9, 1998.
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THIS REGISTRATION STATEMENT SHALL BECOME IMMEDIATELY EFFECTIVE
UPON FILING IN ACCORDANCE WITH
RULE 464 OF THE SECURITIES ACT OF 1933, AS AMENDED
<PAGE> 2
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 50,000 shares of the $.001
par value common stock of the Registrant reserved for issuance under the
Registrant's Non-Qualified Stock Option Plan, which increase was approved by the
unanimous vote of the Board of Directors of the Registrant on April 27, 1998.
Pursuant to Instruction E, the contents of the Registrant's Registration
Statement on Form S-8, File No. 33-64029, is hereby incorporated by reference.
EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
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(1) Power of Attorney.
- ----------------
* Filed herewith.
(1) Previously filed with the Registrant's Registration Statement on Form S-8
(File No. 33-64029) and incorporated herein by reference.
<PAGE> 3
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 June 5,
1998.
ATRIX LABORATORIES, INC.
By: /s/ John E. Urheim
--------------------------------------------
John E. Urheim, Vice Chairman and Chief
Executive Officer
<PAGE> 4
SIGNATURES
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
--------- ----- ----
<S> <C> <C>
* Director June 5, 1998
- --------------------------------
David R. Bethune
* Director June 5, 1998
- --------------------------------
H. Stuart Campbell
* Director June 5, 1998
- --------------------------------
Dr. D. Walter Cohen
* Director June 5, 1998
- --------------------------------
Dr. Jere E. Goyan
* Director June 5, 1998
- --------------------------------
Dr. R. Bruce Merrifield
* Director June 5, 1998
- --------------------------------
C. Rodney O'Connor
* Chairman of the Board of Directors June 5, 1998
- --------------------------------
William C. O'Neil, Jr.
/s/ Brian G. Richmond Vice President-Finance June 5, 1998
- --------------------------------
Brian G. Richmond
* President, Chief Scientific Officer June 5, 1998
- -------------------------------- and Director
Dr. G. Lee Southard
/s/ John E. Urheim Vice Chairman of the Board of June 5, 1998
- -------------------------------- Directors and Chief Executive
John E. Urheim Officer
- ----------------
* By: /s/ John E. Urheim
------------------------------------
John E. Urheim, as Attorney-in-Fact
</TABLE>
<PAGE> 5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
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(1) Power of Attorney.
- ----------------
* Filed herewith.
(1) Previously filed with the Registrant's Registration Statement on Form S-8
(File No. 33-64029) and incorporated herein by reference.
<PAGE> 1
Exhibit 5
MORRISON & FOERSTER LLP
Denver, Colorado
June 10, 1998
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 Amendment
No. 1 to the Registration Statement on Form S-8 (the "Registration Statement")
of Atrix Laboratories, Inc. (the "Company") executed by you on June 5, 1998, 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 additional 50,000 shares ("Shares") of the Company's common stock, $.001
par value, which will be issuable from time to time under the Company's
Non-Qualified Stock Option Plan, as amended (the "Plan").
In connection therewith, we have reviewed such Registration Statement,
certain of the Company's corporate records and proceedings taken in connection
with the adoption of the Plan and the authorization of the issuance of the
Shares and such other factual and legal matters as we have considered necessary
for purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized and, when issued and delivered in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing 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 Amendment No. 1 to
Registration Statement No. 33-64029 of Atrix Laboratories, Inc. on Form S-8 of
our report dated February 6, 1998, appearing in the Annual Report on Form 10-K
of Atrix Laboratories, Inc. for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
June 9, 1998
