<PAGE> 1
PROSPECTUS SUPPLEMENT
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-68585
ATRIX LABORATORIES, INC.
SUPPLEMENT NO. 1 DATED SEPTEMBER 20, 1999
TO PROSPECTUS DATED DECEMBER 18, 1998
All capitalized terms used but not defined herein shall have the
meanings set forth in the Prospectus dated December 18, 1998 (the "Prospectus"),
forming a part of the Registration Statement on Form S-3 (Registration No.
333-68585).
The purpose of this Supplement is to provide additional information
regarding the Selling Stockholders. In addition to the Selling Stockholders
named in the Prospectus, the following table sets forth the name of certain of
the Selling Stockholders and (a) deletes shares of Common Stock held by Ventures
Medical, L.P. to reflect the assignment of its rights to such shares to the
limited partners of Ventures Medical, (b) the amount of shares owned by each
such Selling Stockholder as of September 17, 1999, and (c) the amount of Common
Stock which may be offered for the account of such Selling Stockholder under
this Prospectus as of September 17, 1999. Because the Selling Stockholders may
offer some, all or none of their Common Stock, no definitive estimate as to the
number of shares of Common Stock that will be held by the Selling Stockholders
after such offering can be provided and the following table has been prepared on
the assumption that all shares of Common Stock offered by this Prospectus will
be sold.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF SHARES OF COMMON
COMMON STOCK OWNED PRINCIPAL AMOUNT OF COMMON STOCK OWNED AFTER
NAME OF SELLING STOCKHOLDER PRIOR TO THE OFFERING STOCK OFFERED HEREBY THE OFFERING
--------------------------- --------------------- -------------------------- -----------------
<S> <C> <C> <C>
DELETE:
Ventures Medical, L.P.(1) 49,548 49,548 --
ADD:
K.D.F., a Massachusetts General 13,061 13,061 --
Partnership
Pfizer Inc. 15,077 15,077 --
Ameritech Pension Trust 9,043 9,043
Franklin Life Insurance Company 3,013 3,013 --
Life Investors Insurance Company 1,506 1,506 --
The Investment Enterprise 1,506 1,506 --
Partnership YNED
Mitsui Chemicals America, Inc. 1,506 1,506 --
Thomas Emery's Sons, L.L.C. 1,868 1,868 --
William T. Mullaney 1,828 1,828 --
Doris K. Hankamer Estate 164 164 --
Stanley H. Appel, M.D. 362 362 --
Martin Smoler 396 396 --
John L. Carrico 218 218 --
</TABLE>
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(1) Ventures Medical still holds 8,258 shares of Common Stock that may be
sold under the Prospectus.
None of the Selling Stockholders listed above had any material relationship with
Atrix other than as a result of ownership of the Common Stock, within the
three-year period ending on the date of this Supplement.
