<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1996.
Registration No. 333-00699
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
----------
AMENDMENT NO. 1 TO
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
ATRIX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1591075
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
----------
14301 EWING AVENUE SOUTH
BURNSVILLE, MINNESOTA 55306
(612) 894-6154
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------
STEVEN D. RIEDEL
ATRIX INTERNATIONAL, INC.
14301 EWING AVENUE SOUTH
BURNSVILLE, MINNESOTA 55306
(612) 894-6154
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
COPIES TO:
THOMAS A. LETSCHER, ESQ.
OPPENHEIMER WOLFF & DONNELLY
3400 PLAZA VII
45 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 344-9300
---------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
451,666 SHARES
ATRIX INTERNATIONAL, INC.
COMMON STOCK
-----------------------
This Prospectus relates to 451,666 shares (the "Shares") of Common Stock,
par value $.01 per share (the "Common Stock"), of Atrix International, Inc.
("Atrix," or the "Company") that may be offered for sale for the account of a
shareholder of the Company as stated herein under the heading "Selling
Shareholders."
The Selling Shareholders have advised the Company that sales of the Shares
may be made from time to time in the over-the-counter market, through negotiated
transactions or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation to a particular broker-dealer might be in excess of
customary commissions). See "Selling Shareholders" and "Plan of Distribution."
No period of time has been fixed within which the Shares may be offered or
sold. None of the proceeds from the sale of the Shares will be received by the
Company. The Company will pay all expenses with respect to this offering,
except for brokerage fees and commissions and transfer taxes for the Selling
Shareholders, which will be borne by the Selling Shareholders. In addition, the
Company has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). See "Plan of Distribution."
THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE CERTAIN RISKS. SEE "RISK
FACTORS" COMMENCING ON PAGE 3.
The Company's Common Stock is traded in the over-the-counter market and
currently quoted on the National Association of Securities Dealers, Inc.
Automated Quotations System ("NASDAQ") under the symbol ATXI. On May 7, 1996,
the average of the closing bid and asked prices of the Common Stock, as reported
by NASDAQ, was $.86 per share.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the offer described in this Prospectus and, if given or made,
such information and representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. Neither the delivery of
this Prospectus nor any sale made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or since the date of any documents
incorporated herein by reference. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities other than the
securities to which it relates, or an offer or solicitation in any state to any
person to whom it is unlawful to make such offer in such state. Brokers or
dealers should assure the existence of an exemption from registration or should
effectuate such registration in connection with the offer and sale of the
Shares.
-----------------------
THE DATE OF THIS PROSPECTUS IS MAY 13, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
filed by the Company pursuant to the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the
regional offices of the Commission located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Northwestern Atrium Center, Suite 1400,
500 West Madison Street, Chicago, Illinois 60661. Copies of such material
can also be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement
on Form S-3 under the Securities Act. This Prospectus does not contain all
of the information, exhibits and undertakings set forth in the Registration
Statement, certain portions of which are omitted as permitted by the Rules
and Regulations of the Commission. Copies of the Registration Statement
and the exhibits are on file with the Commission and may be obtained, upon
payment of the fee prescribed by the Commission, or may be examined,
without charge, at the offices of the Commission set forth above. For
further information, reference is made to the Registration Statement and
its exhibits.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated
by reference in this Prospectus: (1) the Company's Annual Report on Form
10-KSB for the year ended June 30, 1995, as amended (File No. 0-18880); (2)
the Company's Quarterly Reports on Form 10-QSB for the quarters ended
September 30, 1995, December 31, 1995 and March 31, 1996 as amended
(File No. 0-18880); and (3) the description of the Company's Common Stock
contained in its Registration Statement on Form 8-A (File No. 0-18880) and
any amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior
to the termination of the offering hereunder shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in
a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus 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 such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all
of the foregoing documents (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests should be
directed to Atrix International, Inc., 14301 Ewing Avenue South,
Burnsville, Minnesota 55306, Attention: Denice Bloomer, Vice
President/Controller; telephone (612) 894-6154.
2
<PAGE>
RISK FACTORS
An investment in the securities offered hereby involves a high
degree of risk and may not be appropriate for investors who cannot afford
to lose their entire investment. Prospective purchasers of the securities
offered hereby should be fully aware of the following risk factors.
PRIOR OPERATING LOSSES. Although the Company generated operating
income of $156,540 in the fiscal year ended June 30, 1995 and $131,049 for
the nine months ended March 31, 1996, it has previously experienced
substantial operating losses. The Company experienced operating losses of
$628,658 and $524,171 for the fiscal years ended June 30, 1994 and 1993,
respectively, and had net income of $300,282 and $405,189 in the fiscal
years ended June 30, 1995 and 1994, respectively. There can be no
assurance that the Company will maintain positive cash flow or profitable
operations in the future.
DEPENDENCE ON KEY CUSTOMERS. In the fiscal year ended June 30,
1995, one customer accounted for approximately 25% of the Company's net
sales. The loss of this customer could have a material adverse effect on
the Company. There can be no assurance that this customer or any other
customers that become significant in the future will continue to purchase
products from the Company.
COMPETITION. The business in which the Company is presently
engaged is highly competitive. The Company's R3 Copy Management System
faces substantial competition from companies seeking to provide automated
billing and tracking of office machine usage using other technologies. In
the vacuum cleaner market, the Company's most significant U.S. competitor
is 3M Corporation, and its most significant European competitor is Convac.
There are many companies producing and marketing products which are
directly competitive with the tools, customized tool kits and other
products marketed by the Company, and any one of the many companies that
manufacture and sell tools could develop tool kits that would directly
compete with the Company's principal products and services. Similarly,
companies not now recognized in the industry could design and develop
products with capabilities which compete with the Company's customized tool
kits, vacuums, printed circuit board cases and other products. The
Company's present and potential competitors may also have greater
manufacturing and marketing capabilities than the Company and may have
greater research, development, financial, and personnel resources and more
extensive business experience than the Company.
PATENTS AND PROPRIETARY PROTECTION. In December 1995, the U.S.
Patent and Trademark Office issued the Company a design patent relating to
certain features of its universal vacuum filter product. In addition, the
Company has filed a patent application for certain features of its R3 Copy
Management System. There can be no assurance, however, that any patents
applied for will be granted or, if granted, will be valid or otherwise of
value to the Company. The Company currently relies on trade secret law to
protect its rights to proprietary information. No assurance can be given,
however, that the Company will be successful in maintaining the
confidentiality of its proprietary information. In the absence of valid
patent or trade secret protection, the Company may be vulnerable to
competitors who could lawfully attempt to copy the Company's products.
Moreover, there can be no assurance that other competitors may not
independently develop the same or similar technology. Similarly, while the
Company believes that it has all rights necessary to manufacture and sell
its products without infringement of patents or other rights held by
others, the Company has not conducted a formal infringement search and
there can be no assurance that such conflicting rights do not exist.
3
<PAGE>
TECHNOLOGICAL OBSOLESCENCE. The electronics industry is undergoing,
and its expected to continue to undergo, rapid and significant
technological changes. While the Company is not currently aware of any
developments in the electronics industry which would render the Company's
tools and tool kits, vacuums, printed circuit board cases and electrostatic
discharge components, R3 Copy Management System or other products obsolete,
there can be no assurance that future technological changes in the
electronics industry or the development of new or competitive products by
others will not render the Company's products less competitive or obsolete.
The greater financial as well as other resources of many of the Company's
present and potential competitors may permit such competitors to respond
more rapidly than the Company to changes in the product needs and servicing
requirements of electronics customer.
NO ASSURANCE OF SUCCESSFUL OR TIMELY DEVELOPMENT OF NEW PRODUCTS.
As part of its business, the Company is engaged in research, design, and
development activities relating to the development, manufacture and
marketing of a portion of the products its distributes. The Company
considers its ability to develop and manufacture its own products important
to the success of its business operations. In March 1995, the Company
began significant marketing of its new R3 Copy Management System. There
can be no assurance that the Company will have sufficient financial and
technical resources to develop and commercially market new products, or
that such products will achieve any degree of market acceptance.
PREFERRED STOCK. The Company's Articles of Incorporation authorize
the issuance of 50,000,000 shares of Common Stock and 3,000,000 shares of
Preferred Stock. The Board of Directors, without any action by the
Company's shareholders, is authorized to designate and issue the Preferred
Stock in such classes or series as it deems appropriate and to establish
the rights, preferences and privileges of such shares, including dividend,
liquidation, and voting rights. No shares of Preferred Stock or other
senior equity securities have been established or issued, and there is no
plan to establish or issue any such securities at any time in the
foreseeable future. However, the ability of the Board of Directors to
designate and issue shares of Preferred Stock could impede or deter an
unsolicited tender offer or takeover proposal regarding the Company, and
the issuance of additional shares having preferential rights could
adversely affect the voting power and other rights of holders of Common
Stock.
LIMITED PUBLIC MARKET. Currently, there is a limited public
market for the Common Stock of the Company, with relatively few shares
available for trading. Accordingly, current market prices may reflect
prices that would prevail in a more active market.
QUOTATION BY NASDAQ. The Company's Common Stock is currently
traded in the national over-the-counter market and quoted on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ")
Small Cap Market System. NASDAQ rules that require companies quoted on the
NASDAQ System to have total assets of at least $2,000,000, capital and
surplus of at least $1,000,000, and that the minimum bid price of the
Common Stock be at least $1.00 per share or, in the alternative, that the
Company maintain a minimum public float of $1,000,000 and capital and
surplus of $2,000,000. As of March 31, 1996, the Company had total
assets of $4,100,320 and capital and surplus of $2,257,182. In addition,
the bid price of the Company's Common Stock has generally been below $1.00
per share. Accordingly, the Company currently meets the requirements for
continued quotation on the NASDAQ Small Cap Market System. If the
Company's Common Stock is not quoted by NASDAQ in the future, it will be
quoted in the local over-the-counter "pink sheets" and may also be reported
on the NASDAQ OTC Bulletin Board. However, in such event, the public
trading market for the Company's Common Stock could
4
<PAGE>
be adversely affected. The Company has at times in the past failed to meet
the applicable requirements for maintaining its NASDAQ Small Cap Market
quotation, and there can be no assurance that the Company will be able to
meet such requirements in the future.
THE COMPANY
The Company was formed in 1987 under the name Tiempo Equities, Inc.
for use as a vehicle to raise capital for investment in an operating
business. In October 1990, Tiempo completed a merger with Atrix Tool,
Inc., in which Atrix Tool was merged into Tiempo, and Tiempo changed its
name to Atrix International, Inc. Atrix Tool was incorporated in Minnesota
in 1981 and, prior to the merger, was privately held. Prior to the merger,
Tiempo had no business operations. As used in this report the term
"Company" or "Atrix" refers to the combined entity and its predecessors.
In late 1992, Atrix began significant marketing of the R3 Office
Machine Monitor, which is a modular device installed on a copy machine to
remotely read, record and report various data and automatically transmit
the data to a central computer over a shared telephone line. The device is
designed to be used for such purposes as automatic billing and servicing of
copy machines.
In April of 1994, Atrix completed a study of the remote metering
market and decided to start a development effort to expand the R3 product
into the copy control market that the Company believes is generating
approximately $40 million in sales annually. Development began in May of
1994 and the prototype R3 Copy Management System was demonstrated at the
NOMDA show in July 1994. Atrix negotiated a five year non-exclusive
agreement with Pitney Bowes for the new R3 Copy Management System which
became active on September 30, 1994. Pre-production units were shipped to
Pitney Bowes in December of 1994 and final production units were shipped in
March of 1995. Atrix filed a U.S. patent application for the new R3 Copy
Management System in March of 1995.
The Company has developed and is currently manufacturing and
marketing a line of field service vacuum cleaners for capturing toner from
copy machines. Atrix currently has four models of vacuum cleaners which
vary in size and capacity. All of the models are available with a rubber
flex neck, crevice tool, detachable crevice tool brush and stretch hose,
which are statically dissipative for maximum static protection. In May
1994, the Company released a new Universal Filter for toner vacuums that is
compatible with 3M, Eltrax, and UltiVac vacuums. The Company believes that
this filter has better retention than the competitors' products and is
price aggressively. The Company has been issued a design patent by the
U.S. Patent and Trademark Office covering this filter. Atrix also
introduced an enhanced version of the Junior Vacuum in June 1994. This new
vacuum has been designed to capture micro toner at less than $100.
Additionally it is light weight, portable, powerful and competitively
priced. In November 1995, the Company completed the acquisition of the
UltiVac product line of office product service vacuums from Porous Media
Corporation. The UltiVac vacuum has a Hepa filter which provides finer
filtration than traditional Atrix vacuums and has enabled the Company to
enter the asbestos vacuum market. In addition, the UltiVac product
acquisition has also resulted in approximately fifteen new customers and a
relationship with a large distributor of copy machine parts.
Since 1981, Atrix has distributed tools, custom tool kits and
related products to field service technicians for servicing office
machines, computers, and telecommunication products. The
5
<PAGE>
company has developed what it believes to be a unique procedure for
supplying customers with specialized tools by providing custom catalogs
with competitive pricing for fortune 2,000 companies.
SELLING SHAREHOLDERS
The following table sets forth certain information, as of
January 1, 1996, with respect to the beneficial ownership of the Shares by
the Selling Shareholders.
<TABLE>
<CAPTION>
Shares Beneficially
Owned After
Completion
Names and Positions, if Shares of Common of the Offering
any, with Company during Stock Owned Prior Number of Shares --------------------
the past three years to the Offering(1) Being Offered(1) Number Percent
------------------------ ------------------ ---------------- ------- -------
<S> <C> <C> <C> <C>
W. William Bednarczyk Trust 187,675(2) 62,500 125,175 3.3%
C.J.B. Mitchell Jr. IRA 152,333(3) 62,500 89,833 1.6%
Steven D. Riedel 206,500(4) 52,500 154,000 2.7%
Byron G. Shaffer 96,667(5) 50,000 46,667 *
Robert J. McGuire and
Patricia A. McGuire 80,000(6) 10,000 70,000 1.2%
Edward E. Strickland 66,667(7) 50,000 16,667 *
Richard W. Perkins Trust 237,667(8) 102,500 135,167 1.9%
Gordon H. Ritz 221,764(9) 26,666 195,098 3.4%
Donald R. Brattain 40,000(10) 30,000 10,000 0
David Metz 6,666 5,000 1,666 *
-------------
</TABLE>
* Less than 1% of the outstanding shares.
(1) Based upon questionnaires received from the Selling Shareholders, or
representations of the Selling Shareholders in connection with the
preparation of the Registration Statement on Form S-3, of which this
Prospectus is a part. The Shares are being registered to permit
public secondary trading of the Shares, and the Selling Shareholders
may offer the Shares for resale from time to time. See "Plan of
Distribution."
(2) Includes 59,675 shares owned by Mr. Bednarczyk individually and 65,500
shares that Mr. Bednarczyk has the right to acquire within 60 days
upon the exercise of outstanding options and warrants. Mr. Bednarczyk
is a director and Chairman of the Board of the Company.
(3) Includes 41,333 shares that Mr. Mitchell has the right to acquire
within 60 days upon the exercise of outstanding options and warrants.
Mr. Mitchell is a director of the Company.
6
<PAGE>
(4) Includes 120,000 shares that Mr. Riedel has the right to acquire
within 60 days upon the exercise of outstanding options and warrants.
Mr. Riedel is the Chief Executive Officer, President and a director of
the Company.
(5) Includes 16,667 shares that Mr. Shaffer has the right to acquire
within 60 days upon the exercise of outstanding warrants.
(6) Includes 23,958 shares that Mr. McGuire has the right to acquire
within 60 days upon the exercise of outstanding warrants.
(7) Includes 16,667 shares that Mr. Strickland has the right to acquire
within 60 days upon the exercise of outstanding warrants.
(8) Includes 60,167 shares that Mr. Perkins has the right to acquire
within 60 days upon the exercise of outstanding warrants.
(9) Includes 60,723 shares that Mr. Ritz has the right to acquire within
60 days upon the exercise of outstanding options and warrants. Mr.
Ritz is a director of the Company.
(10) Includes 10,000 shares that Mr. Brattain has the right to acquire
within 60 days upon the exercise of outstanding warrants.
(11) Includes 1,666 shares that Mr. Metz has the right to acquire within 60
days upon the exercise of outstanding warrants.
All of the Shares being offered by the Selling Shareholders were
acquired by such Selling Shareholders on September 30, 1995 in a private
sale at a price of $0.75 per share, pursuant to the exercise of previously
outstanding warrants. In connection with the exercise of such warrants,
the Company issued to each purchaser of Shares a new warrant to purchase
one share of Common Stock for every three Shares purchased, exercisable on
or before October 1, 2000 at a price of $0.75. The purpose of such
offering was to increase the Company's capital and surplus in order to
comply with NASDAQ Small Cap Market rules which require that the Company
maintain a minimum public float of $1,000,000 and capital and surplus of
$2,000,000 in the event that the minimum bid price of the Company's Common
Stock is less than $1.00 per share.
In connection with the purchase of the Shares, the Selling
Shareholders each represented to the Company in an Investment Agreement
that he or she was acquiring the Shares for investment and with no present
intention of distributing such Shares. In recognition of the fact that
investors, even though purchasing Common Stock without a view to
distribution, may wish to be legally permitted to sell their shares when
they deem appropriate, the Company has filed with the Commission under the
Securities Act a Registration Statement on Form S-3, of which this
Prospectus forms a part, with respect to the resale of the Shares from time
to time and has agreed to prepare and file such amendments and supplements
to the Registration Statement as may be necessary to keep the Registration
Statement effective until the Shares are no longer required to be
registered for the sale thereof by the Selling Shareholders.
7
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Shareholders may
sell Shares from time to time in transactions in the over-the-counter
market, through negotiated transactions or otherwise, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
Sales may be made pursuant to this Prospectus to or through
broker-dealers who may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders or the purchasers
of Common Stock for whom such broker-dealer may act as agent or to whom
they may sell as principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions). The Selling
Shareholders and any broker-dealers or other persons acting on its behalf
in connection with the sale of Shares may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions received by
them and any profit realized by them on the resale of the Shares as
principals may be deemed to be underwriting commissions under the
Securities Act. No period of time has been fixed within which the Shares
may be offered or sold.
The Company will not receive any part of the proceeds of any
sales of Shares pursuant to this Prospectus. Pursuant to the Warrant, the
Company will pay all the expenses of registering the Shares, except for
selling expenses incurred by the Selling Shareholders in connection with
this offering, including any fees and commissions payable to broker-dealers
or other persons, which will be borne by the Selling Shareholder. In
addition, the Warrant provides for certain other usual and customary terms,
including that the Company and the Selling Shareholders indemnify each
other against certain liabilities, including liabilities arising under the
Securities Act.
VALIDITY OF COMMON STOCK
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Oppenheimer Wolff & Donnelly, Minneapolis,
Minnesota.
EXPERTS
The financial statements as of June 30, 1995 and 1994 and for
each of the three years in the period ended June 30, 1995 incorporated by
reference in this Prospectus have been so incorporated by reference in this
Prospectus in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Minneapolis and
State of Minnesota, on May 9, 1996.
ATRIX INTERNATIONAL, INC.
By /s/ Steven D. Riedel
-------------------------------------
Steven D. Riedel
President
In accordance with the requirements of the Securities Ace of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons on May 9, 1996, in the capacities indicated.
Signature Title
--------- -----
/s/ Steven D. Riedel President (Principal Executive Officer and
------------------------------ Principal Financial Officer) and Director
Steven D. Riedel
* Vice President/Controller
------------------------------ (Principal Accounting Officer)
Denice J. Bloomer
* Executive Vice President and Director
------------------------------
Clifford B. Meacham
* Director
------------------------------
W. William Bednarczyk
Director
------------------------------
Gordon H. Ritz, Sr.
* Director
------------------------------
Charles J.B. Mitchell, Jr.
* Director
------------------------------
William E. Bennett
/s/ Steven D. Riedel Attorney-in-fact
------------------------------
Steven D. Riedel
*Signed by Attorney-in-fact
II-1
