<PAGE> 1
PROSPECTUS SUPPLEMENT
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-43191
ATRIX LABORATORIES, INC.
SUPPLEMENT NO. 5 DATED SEPTEMBER 20, 1999
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,
Supplement No. 3 dated August 12, 1998 and Supplement No. 4 dated November 19,
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 September 17, 1999 (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 September 17, 1999, 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 NUMBER OF
NOTES BENEFICIALLY CONVERSION SHARES SHARES OF COMMON
OWNED PRINCIPAL AMOUNT OF THAT MAY BE STOCK OFFERED
NAME OF SELLING SECURITYHOLDER THAT MAY BE SOLD NOTES OFFERED HEREBY SOLD HEREBY(1)
------------------------------ ------------------- -------------------- ----------------- ----------------
<S> <C> <C> <C> <C>
DELETE:
Putnam Convertible Income- $ 3,800,000 $ 3,800,000 200,000 200,000
Growth Trust.........................
ADD:
Highbridge International LLC............ $ 1,500,000 $ 1,500,000 78,947 78,947
ABN-Amro Incorporated................... $ 1,050,000 $ 1,050,000 55,263 55,263
Forest Global Convertible Fund A-5(2)... $ 820,000 $ 820,000 43,157 43,157
Forest Fulcrum Fund LP (3).............. $ 650,000 $ 650,000 34,210 34,210
Forest Alternative Strategies Fund
Series A5I........................... $ 220,000 $ 220,000 11,578 11,578
Forest Alternative Strategies Fund
Series A5M........................... $ 110,000 $ 110,000 5,789 5,789
LLT Limited (4)......................... $ 110,000 $ 110,000 5,789 5,789
Unnamed holders of Notes or any future
transferees, pledgees, donees or
successors of or from any unnamed
holders (5).......................... $ 100,000 $ 100,000 5,263 5,263
------------- ------------- ------- -------
</TABLE>
(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) Represents Notes purchased by the Selling Securityholder subsequent to
the date of the Prospectus. As of September 17, 1999, such Selling
Securityholder owned Notes in the aggregate principal amount of
$1,720,000 which may be sold under the Prospectus.
(3) Represents Notes purchased by the Selling Securityholder subsequent to
the date of the Prospectus. As of September 17, 1999, such Selling
Securityholder owned Notes in the aggregate principal amount of
$1,720,000 which may be sold under the Prospectus.
(4) Represents Notes purchased by the Selling Securityholder subsequent to
the date of the Prospectus. As of September 17, 1999, such Selling
Securityholder owned Notes in the aggregate principal amount of
$190,000 which may be sold under the Prospectus.
(5) 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.
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.
