<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ATRIX INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO & LETTERHEAD OF ATRIX INTERNATIONAL, INC.]
September 25, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of Shareholders of
Atrix International, Inc. The meeting will be held on Tuesday, October 22, 1996
at 3:30 p.m. local time, at Crown Plaza North Star Hotel, 618 Second Avenue
South, Minneapolis, Minnesota. We suggest that you carefully read the enclosed
Notice of Annual Meeting and Proxy Statement.
We hope you will be able to attend the Annual Meeting. Whether or not you plan
to attend, we urge you to complete, sign, date and return the enclosed proxy
card in the enclosed envelope in order to make certain that your shares will be
represented at the Annual Meeting.
Very truly yours,
/s/ Steven D. Riedel
Steven D. Riedel
Chief Executive Officer and President
<PAGE>
_____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD October 22, 1996
_____________________
TO THE SHAREHOLDERS OF ATRIX INTERNATIONAL, INC.:
The Annual Meeting of Shareholders of Atrix International, Inc. (the "Company")
will be held on Tuesday, October 22, 1996 at 3:30 p.m. local time, at the Crown
Plaza North Star Hotel at 618 Second Avenue South, Minneapolis, Minnesota for
the following purposes:
1. To elect seven directors to serve until the next Annual Meeting or until
their successors are elected and qualified.
2. To transact such other business as may be properly brought before the Annual
Meeting or any adjournment thereof.
Only shareholders of record as shown on the books of the Company at the close
of business on September 16, 1996 will be entitled to vote at the Annual Meeting
or any adjournment thereof.
By Order of the Board of Directors
/s/ Steven D. Riedel
September 25, 1996 Steven D. Riedel
Chief Executive Officer and President
<PAGE>
ATRIX INTERNATIONAL, INC.
14301 EWING AVENUE SOUTH
BURNSVILLE, MN 55306
-------------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS,
OCTOBER 22, 1996
-------------------------
INTRODUCTION
The Annual Meeting of Shareholders of Atrix International, Inc. (the "Company")
will be held on Tuesday, October 22, 1996, at 3:30 p.m. local time, at Crown
Plaza North Star Hotel, 618 Second Avenue South, Minneapolis, Minnesota or at
any adjournment thereof, for the purposes set forth in the Notice of Meeting.
A proxy card is enclosed for your use. You are solicited on behalf of the Board
of Directors to SIGN AND RETURN THE PROXY CARD IN THE ACCOMPANYING ENVELOPE. No
postage is required if mailed within the United States. The cost of soliciting
proxies, including the preparation, assembly and mailing of the proxies and
soliciting material, as well as the cost of forwarding such material to the
beneficial owners of Common Stock, will be borne by the Company. Directors,
officers and regular employees of the Company may, without compensation other
than their regular compensation, solicit proxies by telephone, telegraph or
personal conversation. The Company may reimburse brokerage firms and others for
expenses in forwarding proxy material to the beneficial owners of Common Stock.
Any shareholder giving a proxy may revoke it any time prior to its use at the
Annual Meeting by giving written notice of such revocation to the Secretary of
the Company. Written notice of revocation may be given prior to the Annual
Meeting, or a shareholder may appear at the Annual Meeting and give written
notice of revocation prior to use of the proxy. Proxies will be voted as
specified by shareholders. Proxies that are signed by shareholders but that
lack any such specification will be voted in favor of the proposals set forth in
the Notice of Meeting and in favor of the election as directors of the nominees
listed in this Proxy Statement.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
PROPOSALS SET FORTH IN THE NOTICE OF MEETING.
The Company expects that this Proxy Statement, the Proxy and Notice of Meeting
will first be mailed to shareholders on September 25, 1996.
Atrix International, Inc. 1996 Proxy Statement
Page 1
<PAGE>
Only holders of Common Stock of record at the close of business on September 16,
1996 will be entitled to vote at the Annual Meeting. On September 16, 1996, the
Company had 5,653,644 shares of Common Stock outstanding, each share entitling
the holder thereof to one vote on each matter to be voted on at the annual
meeting. Holders of shares of Common Stock are not entitled to cumulative voting
rights. The holders of a majority of the total shares issued and outstanding at
the close of business on the record date will constitute a quorum for the
transaction of business at the Meeting. The affirmative vote of a majority of
those voting in person or by proxy is required for the election of directors,
and such other matters as may properly come before the Annual Meeting or any
adjournment thereof.
The presence at the Annual Meeting, in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock entitled to vote at the
Annual Meeting (2,826,823 shares) is required for a quorum for the transaction
of business. In general, shares of Common Stock represented by a properly signed
and returned proxy card will be counted as shares present and entitled to vote
at the Annual Meeting for purposes of determining a quorum, without regard to
whether the card reflects votes against director nominees or abstentions (or is
left blank) or reflects a "broker non-vote" on a matter (i.e., a card returned
by a broker on behalf of its beneficial owner customer that is not voted on a
particular matter because voting instructions have not been received and the
broker has no discretionary authority to vote).
The election of a nominee for director and each of the other proposals described
in this Proxy Statement require the approval of a majority of the shares present
and entitled to vote in person or by proxy on that matter (and at least a
majority of the minimum number of votes necessary for a quorum to transact
business at the Meeting). Shares represented by a proxy card voted as abstaining
on any of the proposals will be treated as shares present and entitled to vote
that were not cast in favor of a particular matter, and will be counted against
that matter. Shares represented by a proxy card that includes broker non-votes
on a matter will be treated as shares not entitled to vote on that matter and
will not be counted in determining whether that matter has been approved.
ELECTION OF DIRECTORS
PROPOSAL I
NOMINATION
The Company's Bylaws provide that the Board shall consist of not less then three
and not more than seven members. The Board of Directors has set the number of
directors at seven and has nominated seven persons to be elected as directors of
the Company at the Annual Meeting. In the absence of other instructions, the
proxies will be voted for each of the individuals named below, each of whom the
Company's Board of Directors proposes for election as a director of the Company.
If elected, all seven nominees will serve until the next Annual Meeting of
Shareholders or until their successors are duly elected and qualified. All of
the nominees are members of the current Board of Directors and were elected as
last year's Annual Meeting of Shareholders, except for Les Eck, who has been
nominated for initial election to the board at the annual Meeting.
Atrix International,Inc. 1996 Proxy Statement
Page 2
<PAGE>
The election of each of the nominees requires the affirmative vote of a majority
of the shares of Common Stock represented in person or by proxy at the Annual
Meeting. The Board recommends a vote FOR the election of each of the nominees
listed below. If prior to the Annual Meeting, the Board should learn that any
nominee will be unable to serve by reason of death, incapacity or other
unexpected occurrence, the proxies that would have otherwise been voted for such
nominee will be voted for a substitute nominee as selected by the Board.
Alternatively, the proxies may, at the Board's discretion, be voted for such
fewer number of nominees as results from such death, incapacity or other
unexpected occurrence. The Board has no reason to believe that any of the
nominees will be unable to serve.
INFORMATION ABOUT NOMINEES
The following information has been furnished to the Company by the respective
nominees for director.
<TABLE>
<CAPTION>
DIRECTOR
NAMES OF NOMINEES AGE POSITION SINCE
- ----------------- --- -------- -----
<S> <C> <C> <C>
W. William Bednarczyk 52 Chairman of the Board of Directors 1990
Clifford B. Meacham 62 Vice Chairman of the Board of 1990
Directors
Steven D. Riedel 53 President, Chief Executive Officer, 1993
Chief Financial Officer and Director
William E. Bennett 50 Director 1990
Charles J.B. Mitchell, Jr. 55 Director 1992
Gordon H. Ritz, Sr. 70 Director 1990
Les Eck 63 Director Nominee
</TABLE>
Other Information About Nominees
The present principal occupation or employment of each nominee and a
description of his business experience during the past five years is set forth
following. Such information has been provided by the respective nominees.
Atrix International, Inc. 1996 Proxy Statement
Page 3
<PAGE>
W. WILLIAM BEDNARCZYK has been a director of the Company since 1984
and has been Chairman of the Board since 1991. Since 1988, Mr. Bednarczyk has
been president of Bednarczyk Business Services, which is engaged in management
consulting and private investment activities. From 1984 to 1988, Mr. Bednarczyk
was president of Human Asset Management, Inc. an employee/labor relations
consulting firm in Edina, Minnesota.
CLIFFORD B. MEACHAM founded the Company and has been a Director of the
Company since that time. In April of 1996, Mr. Meacham retired from active
employment with the Company. Mr. Meacham is an engineer, having graduated from
the Utica Institute of Technology, Utica, New York in 1952. Prior to joining
Atrix Tool, Inc., Mr. Meacham was the President and General Manager of CACO
Incorporated and Airport Industrial Machine Corporation (AIMC) in Lakeville,
Minnesota for 16 years. CACO was a general-line tool distributor and AIMC was a
manufacturer job shop engaged in the design and manufacture of special tools,
vacuum tables and concrete scarifies.
STEVEN D. RIEDEL joined Atrix International as president on December
8, 1992. He became chief executive officer and was appointed to the board of
Directors in May of 1993. He also was appointed chief financial officer in
November of 1993. Prior to that he was president and chief executive officer of
Enercon Data, an energy management and lighting control company located in
Edina, Minnesota. Mr. Riedel also was employed by Northern Telecom as Vice
President of Product Management for the IOS division in Minneapolis. Previously,
he held numerous management positions with Burroughs Corporation with the most
recent being regional sales manager for the 15 state midwest region. He also is
an active member of Norex, an organization for CEO's of companies within the
greater metropolitan area.
WILLIAM E. BENNETT has been a director of the Company since January
1986. Mr. Bennett is licensed as an attorney and as a certified public
accountant in Minnesota and has acted as an independent consultant since August
1991. Mr. Bennett was general counsel and chief financial officer of I.C.
Systems, Inc. of St. Paul, Minnesota, a collections agency, from October 1985 to
August 1991. Prior to that time, he was a partner in the accounting firm of Main
Hurdman (now KPMG Peat Marwick) of Minneapolis, Minnesota.
CHARLES J.B. MITCHELL, JR. Has been a director of the Company since
April, 1982. Mr. Mitchell is currently Chairman and CEO of Heckethorn
Manufacturing Co., Inc., a major manufacturer of exhaust components for the OEM
automotive manufacturing industry. Mr. Mitchell is also Chairman of
Environmental Solutions, Inc., an environmental services holding company based
in Minneapolis, Minnesota. Prior to joining Environmental Solutions, from 1985
to 1991, Mr. Mitchell was president and chief operating officer of Alta
Acquisition Corporation. From 1973 to 1985, Mr. Mitchell was with Wheelabrator-
Frye, Inc. as president of Sinclair and Valentine Worldwide and Fry Copysystems.
Atrix International, Inc. 1966 Proxy Statement
Page 4
<PAGE>
GORDON H. RITZ, SR. has been a director of the Company since 1984. He
is the former president of Comrad Broadcasting Corporation of Minneapolis,
Minnesota, which owns several radio and television stations. Mr. Ritz is
presently self employed as a private investor and serves as a director of I.D.S.
Certificate Co. and I.D.S. Life Insurance Co. of New York.
LES ECK is the former president and now chairman of the board of
directors of Haldeman-Homme, Inc., a distributor of industrial and institutional
products, and through their Anderson-Ladd division, a provider of commercial and
residential hardwood flooring. Les has been with Haldeman-Homme for 37 years in
a variety of sales and management roles. During his business career, he also
served in the Army Reserve for 25 years, retiring as a colonel from the position
of chief of staff of the 88th Army Reserve Command. He has been active in a
number of civic and professional organizations and served on the dealer advisory
councils of several of his company's suppliers. He has a degree in Forestry from
the University of Minnesota and is a graduate of the Army Command and General
Staff College.
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
The Company's Board of Directors held four meetings during the fiscal year ended
June 30, 1996. All directors attended at least 75% of the meetings.
The Board of Directors has established the following standing committees of the
Board:
COMPENSATION COMMITTEE: Charles J.B. Mitchell, Jr., Chairman
W. William Bednarczyk
William E. Bennett
Gordon H. Ritz, Sr.
The Compensation Committee's primary responsibilities are to formulate and
recommend to the Board of Directors the compensation package for the Company's
president and chief executive officer; to formulate and recommend to the Board
of Directors the terms of the Company's officer incentive compensation plan; and
to periodically review and make recommendations on the Company's general salary
administration and benefits plan. This Committee met once during Fiscal 1996.
AUDIT COMMITTEE: William E. Bennett, Chairman
Charles J.B. Mitchell, Jr.
Gordon H. Ritz, Sr.
The Audit Committee's primary responsibility is to oversee the Company's
internal financial controls and to assist management in reporting financial
information. This Committee met once during Fiscal 1996.
Atrix International, Inc. 1996 Proxy Statement
Page 5
<PAGE>
STOCK OPTION COMMITTEE: William E. Bennett
Gordon H. Ritz, Sr.
The Stock Option Committee administers the Company's 1994 Stock Option Plan, and
it took action by written consent one time in fiscal 1996. This Committee met
twice during Fiscal 1996.
NOMINATING COMMITTEE: W. William Bednarczyk, Chairman
Clifford B. Meacham
Steven D. Riedel
The Nominating Committee is primarily responsible to nominate officers of the
Company for election by the Board; recommend a slate of directors for approval
by the Board to election by the shareholders, and to review with the chief
executive officer the manpower and organizational strengths. Shareholder
nominees for the election to the Board must be submitted to the Company by June
1 of each year. This committee met once prior to the annual shareholder
meeting.
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive $250.00 per board meeting
for their services effective July 1, 1995.
The 1994 Stock Option Plan also contains an automatic grant provision pursuant
to which non-employee directors are automatically granted options to purchase
shares of common stock. Any non-employee director who is initially elected to
the Board will receive an option to purchase 25,000 shares of common stock which
will vest, on a cumulative basis, with respect to 5,000 shares on June 30 first
following such initial election and on June 30 of each year thereafter. William
Bednarczyk, in his capacity as Chairman of the Board, was also automatically
granted an option to purchase 10,000 shares of Common Stock which has vested
with respect to 4,000 shares and will vest, on a cumulative basis, with respect
to 2,000 shares on June 30, 1997 and on June 30 each year thereafter. In
addition, each subsequent Chairman of the Board (if such person is not an
employee of the Company) will automatically be granted an option to purchase
10,000 shares of Common Stock which will vest, on a cumulative basis, with
respect to 2,000 shares beginning on June 30 following such election and on June
30 of each year thereafter. These options have a term of ten years and an
exercise price equal to 100% of the fair market value of the Common Stock on the
date of grant.
Effective April 1, 1996, the Company entered into a Supplemental Retirement
Benefit Agreement with Clifford Meacham, a director and former officer of the
Company. Under this agreement, the Company has agreed to pay Mr. Meacham
$2800.00 per month beginning in April 1996 and continuing through February 1999.
If Mr. Meacham dies prior to February 1999, the remaining monthly payments will
be made to his spouse.
In addition, the Company has granted in the past, and may grant in future,
options to non-employee directors for service beyond that generally provided by
a non-employee director.
Atrix International, Inc. 1996 Proxy Statement
Page 6
<PAGE>
COMPENSATION AND OTHER BENEFITS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the cash and non-cash compensation for each of
the last two fiscal years awarded to or earned by the Chief Executive Officer of
the Company. No other executive officer of the Company earned over $100,000 in
the fiscal year ended June 30, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Name and Annual Compensation Shares Underlying
Principal Position Fiscal year Salary Bonus Options (#)
- ------------------ ----------- ------------------- -----------
<S> <C> <C> <C> <C>
Steven D. Riedel 1996 $104,583 $19,500 5,000
President, Chief Executive 1995 $ 95,000 $ 0 0
Officer and Chief Financial Officer 1994 $ 93,917 $ 4,083 175,000
</TABLE>
- --------------------------------------
EMPLOYMENT AGREEMENTS
Effective December 8, 1992, the Company entered into a letter agreement with
Steven D. Riedel, pursuant to which he agreed to be employed as the president of
the Company in December 1992 and chief executive officer beginning in May 1993.
Mr. Riedel is currently paid an annual salary of $111,300. Mr. Riedel was also
granted options to purchase 75,000 shares of Common Stock in December 1992 upon
becoming president of the Company and options to purchase an additional 100,000
shares of Common Stock in May 1993 upon becoming the chief executive officer and
a director of the Company. In addition, if Mr. Riedel is involuntarily
terminated prior to June 30, 1997, the Company is obligated to pay Mr. Riedel
$56,000 over a seven month period in severance pay. If the Company is acquired
prior to June 30, 1997, and Mr. Riedel's employment is terminated, Mr. Riedel
will be paid $111,300 over a twelve month period in severance pay.
Atrix International, Inc. 1996 Proxy Statement
Page 7
<PAGE>
OPTION GRANTS AND EXERCISES
The following table summarizes option grants during fiscal 1996 to the executive
officer named in the Summary Compensation Table above.
<TABLE>
<CAPTION>
OPTIONS GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------
% OF TOTAL
NUMBER OF OPTIONS
SHARES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED(#) YEAR ($/SH) DATE
- ---- ---------- ---- ------ ----
<S> <C> <C> <C> <C>
Steven D. Riedel 5,000 23.9% $.88 June 30, 2004
- ------------------------------
</TABLE>
The following table summarizes the options values held by the executive
officer named in the Summary Compensation Table at June 30, 1996.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SHARES UNDERLYING
UNEXERCISED OPTIONS AT
JUNE 30, 1996
-------------
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
IN-THE-MONEY OPTIONS
NAME EXERCISABLE UNEXERCISABLE AT JUNE 30,1996
- ---- ----------- ------------- ---------------
<S> <C> <C> <C>
Steven D. Riedel(1) 140,000 40,000 0
</TABLE>
(1) No options were exercised by Mr. Riedel in the fiscal year ended June 30,
1996, and all of the options has an exercise price greater than the fair
market value of the Common Stock as of June 30, 1996. The exercise price
may be paid in cash, or in the Stock Option Committee's discretion, in
shares of the Company's Common Stock valued at fair market value on the
date of exercise or pursuant to a cashless exercise procedure under which
the executive provides irrevocable instructions to a brokerage firm to
sell the purchased shares and to remit to the Company, out of the sale
proceeds, an amount equal to the exercise price plus applicable
withholding taxes. The Stock Option Committee also has a discretion to
grant a supplemental cash bonus to an optionee in connection with the
grant or exercise or an option.
Atrix International, Inc. 1996 Proxy Statement
Page 8
<PAGE>
PRINCIPAL SHAREHOLDERS AND OWNERSHIP OF MANAGEMENT
The following table sets forth as of September 16, 1996, the beneficial
ownership of Common Stock by (i) each person who is known to the Company to be
the beneficial owner of more than 5% of the Common Stock of the Company; (ii)
each director; and (iii) all officers and directors of the Company as a group.
Securities reported as "beneficially owned" included those for which the persons
listed have, alone or together with others, voting power or investment power.
Voting power and investment power are not shared with others unless so stated.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED (1)
NAME AND ADDRESS NO. OF SHARES PERCENTAGE OF CLASS
- --------------------------------------------------------------------------------
<S> <C> <C>
Clifford B. Meacham 537,675(2) 9.4%
14301 Ewing Avenue South
Burnsville, MN 55306
Steven A. McMichael 312,500(3) 5.5%
C/O Anthony Atwater Ltd.
P.O. Box 28
Waconia, MN 55387
Gordon Ritz, Sr. 226,764(4) 4.0%
404 WCCO Radio Building
625 Second Avenue South
Minneapolis, MN 55402
W. William Bednarczyk 215,508(5) 3.7%
Bednarczyk Business Services
601 Lakeshore Parkway, Suite 1140
Minneapolis, MN 55305
Charles J.B. Mitchell, Jr. 157,333(6) 2.8%
Environmental Solutions
Wilson Ridge
7500 Flying Cloud Drive, Suite 740
Minneapolis, MN 55344
William E. Bennett 42,375(7) *
4170 Myrle
White Bear Lake, MN 55110
Steven D. Riedel 226,500(8) 3.9%
14301 Ewing Avenue South
Burnsville, MN 55306
</TABLE>
Atrix International, Inc. 1996 Proxy Statement
Page 9
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Les Eck 0 *
Haldeman-Homme, Inc.
430 Industrial Boulevard
Minneapolis, MN 55413
All Directors and Officers as 1,413,655(9) 23.1%
a Group (7 persons)
</TABLE>
(*) Less than 1% of the outstanding shares.
(1) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person or member of a group to acquire them within 60 days are treated
as outstanding only when determining the amount and percent owned by such
person or group.
(2) Includes 52,500 shares which Mr. Meacham has the right to acquire pursuant
to outstanding warrants exercisable within 60 days.
(3) Based solely on a Schedule 13G filed by Mr. McMichael with the Securities
and Exchange Commission on January 14, 1991.
(4) Includes 31,000 shares Mr. Ritz has the right to acquire pursuant to
outstanding options exercisable within 60 days; and 34,723 shares which he
has the right to acquire pursuant to outstanding warrants exercisable
within 60 days.
(5) Includes 72,500 shares which Mr. Bednarczyk has the right to acquire
pursuant to outstanding options exercisable within 60 days; and 20,833
shares which he has the right to acquire pursuant to outstanding warrants
exercisable within 60 days.
(6) Includes 25,500 shares which Mr. Mitchell has the right to acquire pursuant
to outstanding options exercisable within 60 days; and 20,833 shares which
he has the right to acquire pursuant to outstanding warrants exercisable
within 60 days.
(7) Includes 31,000 shares which Mr. Bennett has the right to acquire pursuant
to outstanding options exercisable within 60 days.
(8) Includes 140,000 shares which Mr. Riedel has the right to acquire pursuant
to outstanding options exercisable within 60 days; and 17,500 shares which
he has the right to acquire pursuant to outstanding warrants exercisable
within 60 days.
(9) Includes a total of 463,889 shares members of the group have the right to
acquire pursuant to outstanding options and warrants exercisable within 60
days.
Atrix International, Inc. 1996 Proxy Statement
Page 10
<PAGE>
CERTAIN TRANSACTIONS
On September 30, 1995 the Company completed a private sale of 451,666 shares of
Common Stock at a price of $.75 each and warrants to purchase 150,555 shares of
Common Stock. The private offering was made to a limited number of shareholders
of the Company that held warrants to purchase shares of Common Stock, including
Steven D. Riedel, W. William Bednarczyk, Gordon Ritz, Sr. and Charles J.B.
Mitchell. The Company received net proceeds of $323,750 from the private
offering. In connection with this private sale, the Company granted the
investors certain demand and incidental registration rights with respect to the
shares of Common Stock issuable upon exercise of the warrants.
The Company believes that the foregoing transactions were, and any future
transactions with affiliates will be, on terms no less favorable that could be
obtained from an unaffiliated party and will be subject to approval by a
disinterested majority of directors.
SELECTION OF AUDITORS
The Company has not selected the independent public accountants for its fiscal
year ending June 30, 1997 and intends to make this selection at a later date. A
representative of Price Waterhouse LLP, the independent public accountants for
the fiscal year ending June 30, 1996, is expected to be present at the Annual
Meeting to make a statement if he or she so desires and to respond to
appropriate questions.
OTHER BUSINESS
The Company knows of no business that will be presented for consideration at the
Annual Meeting other than that described in this Proxy Statement. As to other
business, if any, that may properly come before the Annual Meeting, it is
intended that proxies solicited by the Board will be voted in accordance with
the judgment of the person or persons voting the proxies.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16 (a) of the Securities Act of 1934, as amended, requires the Company's
directors and executive officers and all persons who beneficially own more than
10% of the outstanding shares of the Company's Common Stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of the Company's Common Stock. Executive officers,
directors and greater than 10% beneficial owners are also required to furnish
the Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based upon a review of the copies of such reports furnished to the
Company and written representatives that no other reports were required, during
the year ended June 30, 1996, the following directors, officers or beneficial
owners of greater than 10% of the Company's Common Stock failed to file on a
timely basis the forms required by Section 16 of the Exchange Act, each such
form relating to a single transaction: Clifford B. Meacham, Charles J.B.
Mitchell, Jr., William E. Bennett, Steven D. Riedel, W. William Bednarczyk, and
Gordon Ritz, Sr.
Atrix International, Inc. 1996 Proxy Statement
Page 11
<PAGE>
ANNUAL REPORT ON FORM 10-KSB
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-
KSB (EXCLUSIVE OF EXHIBITS) FOR THE FISCAL YEAR ENDED JUNE 30, 1996 TO EACH
PERSON WHO IS A SHAREHOLDER OF THE COMPANY AS OF SEPTEMBER 16, 1996, UPON
RECEIPT FROM ANY SUCH PERSON OF A WRITTEN REQUEST FOR SUCH AN ANNUAL REPORT ON
FORM 10-KSB. SUCH REQUESTS SHOULD BE SENT TO: ATRIX INTERNATIONAL, INC. 14301
EWING AVENUE SOUTH, BURNSVILLE, MN 55306, ATTENTION: DEAN GERBER.
PROPOSALS FOR 1997 ANNUAL MEETING
Shareholders who intend to submit proposals for inclusion in the Proxy Statement
for shareholder action at the 1997 Annual Meeting of Shareholders must do so by
sending the proposal and supporting statements, if any, to the Company at its
corporate offices no later than May 25, 1997.
By Order of the Board of Directors
/s/ Steven D. Riedel
Chief Executive Officer
September 25, 1996
Atrix International, Inc. 1996 Proxy Statement
Page 12
<PAGE>
PROXY
ATRIX INTERNATIONAL, INC.
This proxy is solicited on behalf of the Board of Directors
Annual Meeting of Shareholders to be held on Tuesday October 22, 1996
The undersigned hereby appoints Steven D. Riedel and Dean Gerber, and each of
them, as proxies, with the power to appoint a substitute and hereby authorizes
each of them to represent and to vote, as designated below, all shares of common
stock of Atrix International, Inc. held of record by the undersigned on
September 16, 1996, at the Annual Meeting of Shareholders to be held on Tuesday,
October 22, 1996 at 3:30 p.m., or any adjournment thereof.
I. ELECTION OF DIRECTORS
FOR AGAINST FOR AGAINST
[_] [_] W. William Bednarczyk [_] [_] Clifford B. Meacham
[_] [_] Steven D. Riedel [_] [_] William E. Bennett
[_] [_] Charles J.B. Mitchell, Jr. [_] [_] All nominees listed
[_] [_] Gordon H. Ritz, Sr. [_] [_] For those nominated
[_] [_] Les Eck below
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II. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
[_] Authority Granted [_] Authority withheld
This proxy, when properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR"
the nominees named in PROPOSAL I and "FOR" PROPOSAL II.
Please date and sign exactly as the name appears on the stock certificate. When
shares are held joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please sign full title as such. If
a corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership, please sign partnership name by authorized
person.
Dated:___________________, 1996 Please sign, date and return this proxy in the
enclosed pre-addressed envelope.
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(Signature)
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(Signature if held jointly}
