<PAGE>
As filed with the Securities and Exchange Commission on February 5, 1996.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
__________
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]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
<S> <C> <C> <C> <C>
Title of Proposed maximum Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per share (1) price (1) fee
- --------------------------------------------------------------------------------------------
Common Stock, $.01
par value 451,666 shares $0.77 $347,783 $120
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
based upon the average of the bid and asked prices of the registrant's
Common Stock reported in the over-the-market on February 1, 1996, as
reported by NASDAQ.
_______________________
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 February 1,
1996, the average of the closing bid and asked prices of the Common Stock, as
reported by NASDAQ, was $.77 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 FEBRUARY 5, 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 Report on Form 10-QSB for the period ended
September 30, 1995 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 $50,091 for
the quarter ended September 30, 1995, 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 September 30, 1995, the Company had total
assets of $3,776,048 and capital and surplus of $2,158,924. 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 Heppa 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>
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
ITEM 14. ITEMIZED STATEMENT OF EXPENSES.
The table below sets forth the estimated expenses (except the SEC
registration fee, which is an actual amount) in connection with the offer
and sale of the shares of Common Stock of the registrant covered by this
Registration Statement.
SEC registration fee $ 120
Fees and expenses of counsel for
the Company 2,500
Fees and expenses of accountants for
the Company 1,500
Miscellaneous 380
Total $4,500
======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Articles of Incorporation provides the
Company's Board of Directors with the power and authority to limit the
liability of its directors to the fullest extent permitted by the Minnesota
Business Corporation Act. Specifically, directors of the Company will not
be personally liable for monetary damages of its directors for breach of
fiduciary duty as directors, except liability for (i) any breach of the
duty of loyalty to the Company or its shareholders, (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) dividends or other distributions of corporate
assets that are in contravention of certain statutory or contractual
restrictions, (iv) violations of certain Minnesota securities laws, or (v)
any transaction from which the director derives an improper personal
benefit. Liability under federal securities law is not limited by the
Restated Articles or action by the Company's Board of Directors.
The Minnesota Business Corporation Act requires that the Company
indemnify any director, officer or employee made or threatened to be made a
party to a proceeding, by reason of the former or present official capacity
of the person, against judgments, penalties, fines, settlements and
reasonable expenses incurred in connection with the proceeding if certain
statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including a derivative action in the name of the Company.
Reference is made to the detailed terms of the Minnesota indemnification
statutes (Minn. Stat. (S) 302A.521) for a complete statement of such
indemnification rights. The Company's Restated Articles of Incorporation
also permit the Company to provide indemnification to the fullest extent of
the Minnesota indemnification statute.
II-1
<PAGE>
ITEM 16. EXHIBITS
4.1 Specimen form of the Company's Common Stock (incorporated by
reference to Exhibit 4B to the Company's Registration
Statement on Form S-1 (File No. 33-40571)).
4.2 The Company's Restated Articles of Incorporation, as amended
(incorporated by reference to Exhibit 2C to the Company's
Registration Statement on Form S-1 (File No. 33-40571)).
4.3 The Company's Bylaws (incorporated by reference to Exhibit
3B to the Company's Registration Statement on Form S-18
(File No. 33-24448C)).
4.4 Form of Warrant issued on September 30, 1995.
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly.
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit
5.1).
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included on page II-3 of this
Registration Statement).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to include
any additional material information on the plan of distribution.
(2) For determining liability under the Securities Act of 1933, treat
each such post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the small business issuer will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis and State of Minnesota,
on February 2, 1996.
ATRIX INTERNATIONAL, INC.
By /s/ Steven D. Riedel
-------------------------------------
Steven D. Riedel
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven D. Riedel and Denice J. Bloomer, and
each of them, as his true and lawful attorneys-in-fact and agents, each with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on February 2,
1996, in the capacities indicated.
Signature Title
--------- -----
/s/ Steven D. Riedel President (Principal Executive Officer and
------------------------------ Principal Financial Officer) and Director
Steven D. Riedel
/s/ Denice J. Bloomer Vice President/Controller
------------------------------ (Principal Accounting Officer)
Denice J. Bloomer
/s/ Clifford B. Meacham Executive Vice President and Director
------------------------------
Clifford B. Meacham
/s/ W. William Bednarczyk Director
------------------------------
W. William Bednarczyk
Director
------------------------------
Gordon H. Ritz, Sr.
/s/ Charles J.B. Mitchell, Jr. Director
------------------------------
Charles J.B. Mitchell, Jr.
/s/ William E. Bennett Director
------------------------------
William E. Bennett
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
------ ----------- ----
4.1 Specimen form of the Company's Common Stock (incorporated
by reference to Exhibit 4B to the Company's Registration
Statement on Form S-1 (File No. 33-40571)).
4.2 The Company's Restated Articles of Incorporation, as amended
(incorporated by reference to Exhibit 2C to the Company's
Registration Statement on Form S-1 (File No. 33-40571)).
4.3 The Company's Bylaws (incorporated by reference to
Exhibit 3B to the Company's Registration Statement
on Form S-18 (File No. 33-24448C)).
4.4 Form of Warrant issued September 30, 1995...................
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly.........
23.1 Consent of Oppenheimer Wolff & Donnelly (included
in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.............................
24.1 Power of Attorney (included on page II-3 of this
Registration Statement).
<PAGE>
EXHIBIT 4.4
WARRANT FOR PURCHASE OF SHARES OF
COMMON STOCK
OF
ATRIX INTERNATIONAL, INC.
September 30, 1995
For value received, ___________________ (the "Holder"), is
entitled to purchase from Atrix International, Inc., a Minnesota
corporation (the "Company"), on or before September 30, 2000, ________
fully paid and nonassessable shares of the Company's Common Stock, $.01 par
value (such class of stock being hereinafter referred to as the "Common
Stock" and such Common Stock as may be acquired upon exercise hereof being
hereinafter referred to as the "Warrant Stock"), at an exercise price equal
to $.75 per share.
This Warrant is issued by the Company in connection with the
Private Placement Memorandum dated September 13, 1995 (the "Offering
Memorandum").
This Warrant is subject to the following provisions, terms and
conditions:
1. The rights represented by this Warrant may be exercised by
the Holder, in whole or in part (but not as to a fractional share), by
written notice of exercise delivered to the Company accompanied by the
surrender of this Warrant (properly endorsed if required) at the principal
office of the Company and upon payment to it, by cash, certified check or
bank draft, of the warrant exercise price for such shares. In addition,
the Holder may elect to pay the full purchase price by receiving a number
of shares of Common Stock computed using the following formula:
X = Y(A-B)
------
A
Where: X = the number of shares of Common Stock to be issued to
the Holder.
Y = the number of shares of Common Stock as to which this
Warrant is being exercised.
A = the Fair Market Value of one share of Common Stock.
B = Warrant exercise price.
For purposes of this Section 1, "Fair Market Value" means, with
respect to the Company's Common Stock, as of any date:
(a) if the Common Stock is listed or admitted to unlisted trading
privileges on any national securities exchange or is not so listed or
admitted but transactions in the Common Stock are reported on the
NASDAQ National Market System, the reported closing price of the
Common Stock on such exchange or by the NASDAQ National Market System
as of such date (or, if no shares were traded on such date, as of the
next preceding day on which there was such a trade); or
1
<PAGE>
(b) if the Common Stock is not so listed or admitted to unlisted
trading privileges or reported on the NASDAQ National Market System,
and bid and asked prices therefor in the over-the-counter market or on
the NASDAQ SmallCap Market are reported by NASDAQ or National
Quotation Bureau, Inc. (or any comparable reporting service), the mean
of the closing bid and asked prices as of such date, as so reported by
NASDAQ, or, if not so reported thereon, as reported by National
Quotation Bureau, Inc. (or such comparable reporting service); or
(c) if the Common Stock is not so listed or admitted to unlisted
trading privileges, or reported on the NASDAQ National Market System,
and such bid and asked prices are not so reported on the NASDAQ
SmallCap Market by NASDAQ or National Quotation Bureau, Inc. (or any
comparable reporting service), such price as the Company's Board of
Directors determines in good faith in the exercise of its reasonable
discretion.
The Company agrees that the Warrant Stock so purchased shall be and is
deemed to be issued as of the close of business on the date on which this
Warrant shall have been surrendered and payment made for such Warrant Stock
as aforesaid. Certificates for the shares of Warrant Stock so purchased
shall be delivered to the Holder within 15 days after the rights
represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing the number of shares of
Warrant Stock, if any, with respect to which this Warrant has not been
exercised shall also be delivered to the Holder within such time.
Notwithstanding the foregoing, however, the Company shall not be required
to deliver any certificates for shares of Warrant Stock, except in
accordance with the provisions and subject to the limitations of Paragraph
5 below.
2. The Company covenants and agrees that all shares of Warrant Stock
that may be issued upon the exercise of this Warrant will, upon issuance,
be duly authorized and issued, fully paid and nonassessable and free from
all taxes, liens and charges with respect to the issuance thereof. The
Company further covenants and agrees that until expiration of this Warrant,
the Company will at all times have authorized, and reserved for the purpose
of issuance or transfer upon exercise of this Warrant, a sufficient number
of shares of Common Stock to provide for the exercise of this Warrant.
3. The foregoing provisions are, however, subject to the following:
(a) The Warrant exercise price shall be subject to adjustment
from time to time as hereinafter provided. Upon each adjustment of
the Warrant exercise price, the holder of this Warrant shall
thereafter be entitled to purchase, at the Warrant exercise price
resulting from such adjustment, the number of shares obtained by
multiplying the Warrant exercise price in effect immediately prior to
such adjustment by the number of shares purchasable pursuant hereto
immediately prior to such adjustment and dividing the product thereof
by the Warrant exercise price resulting from such adjustment.
(b) In case the Company shall at any time subdivide the
outstanding Common Stock into a greater number of shares or declare a
dividend payable in Common Stock, the Warrant exercise price in effect
immediately prior to such subdivision shall be proportionately
reduced, and conversely, in case the outstanding Common Stock shall be
combined into a smaller number of shares, the Warrant exercise price
in effect immediately prior to such combination shall be
proportionately increased.
2
<PAGE>
(c) If any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the
Company with another corporation, or the sale of all or substantially
all of its assets to another corporation shall be effected in such a
way that holders of Common Stock shall be entitled to receive stock,
securities or assets ("Substituted Property") with respect to or in
exchange for such Common Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the
Holder shall have the right to purchase and receive upon the basis and
upon the terms and conditions specified in this Warrant and in lieu of
the Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented hereby,
such Substituted Property as would have been issued or delivered to
the Holder if it had exercised this Warrant and had received upon
exercise of this Warrant the Common Stock prior to such
reorganization, reclassification, consolidation, merger or sale. The
Company shall not effect any such consolidation, merger or sale,
unless prior to the consummation thereof the successor corporation (if
other than the Company) resulting from such consolidation or merger or
the corporation purchasing such assets shall assume by written
instrument executed and mailed to the Holder at the last address of
the Holder appearing on the books of the Company, the obligation to
deliver to the Holder such shares of stock, securities or assets as,
in accordance with the foregoing provisions, the Holder may be
entitled to purchase.
(d) If the Company takes any other action, or if any other event
occurs which does not come within the scope of the provisions of
Paragraphs 3(b) or 3(c), but which should result in an adjustment in
the Warrant exercise price and/or the number of shares subject to the
Warrant in order to fairly protect the purchase rights of the Holder,
an appropriate adjustment in such purchase rights shall be made by the
Company.
(e) Upon any adjustment of the Warrant exercise price, the
Company shall give written notice thereof, by first-class mail,
postage prepaid, addressed to the Holder at the address of the Holder
as shown on the books of the Company, which notice shall state the
Warrant exercise price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price
upon the exercise of this Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is
based.
4. This Warrant shall not entitle the Holder to any voting rights or
other rights as a shareholder of the Company.
5. The Holder, by acceptance hereof, represents and warrants that:
(a) it is acquiring this Warrant for its own account for
investment purposes only and not with a view to its resale or
distribution; and
(b) it has no present intention to resell or otherwise dispose of
all or any part of this Warrant. Other than pursuant to registration
under federal and state securities laws or an exemption from such
registration, the availability of which the Company shall determine in
its sole discretion, (y) the Company will not accept the exercise of
this Warrant or issue certificates for shares of Warrant Stock and (z)
neither this Warrant nor any shares of Warrant Stock may be sold,
pledged, assigned or otherwise disposed of (whether voluntarily or
involuntarily). The Company may condition such issuance or sale,
pledge, assignment or other disposition on the receipt from the party
to whom this Warrant is to
3
<PAGE>
be so transferred or to whom Warrant Stock is to be issued or so
transferred of any representations and agreements requested by the
Company in order to permit such issuance or transfer to be made
pursuant to exemptions from registration under federal and applicable
state securities laws. Each certificate representing the Warrant (or
any part thereof) and any shares of Warrant Stock shall be stamped
with appropriate legends setting forth these restrictions on
transferability. The Holder, by acceptance hereof, agrees to give
written notice to the Company before exercising or transferring this
Warrant or transferring any shares of Warrant Stock of the Holder's
intention to do so, describing briefly the manner of any proposed
exercise or transfer. Within thirty (30) days after receiving such
written notice, the Company shall notify the Holder as to whether such
exercise or transfer may be effected.
6. (a) If at any time during the period ending on the date 5 years
after the date of this Warrant the Company proposes to register any
shares of its Common Stock under the Securities Act of 1933, the
Company shall give to all registered holders of this Warrant and the
holders of any Warrant Stock written notice of its intention in that
regard and use its best efforts to effect the registration under such
Act, if such registration is permissible, of such Warrant Stock as may
be specified by written notice from any of such holders delivered to
the Company within 20 days after such notice is given (which notice
shall be deemed to have been given upon the deposit thereof in first-
class or express U.S. mail, postage pre-paid, addressed to each holder
at the address of such holder as shown in the books of the Company);
provided, however, that (i) the Company shall not be required to
include any such Warrant Stock in any such registration for any holder
who is able to sell during a period of six months or less all Warrant
Stock owned by such holder (or issuable to such holder upon exercise
of this Warrant) pursuant to Rule 144 under the Securities Act of 1933
(or any similar rule or regulation); (ii) the Company shall not be
required to include this Warrant in any such registration; (iii) the
Company shall not be required to give such notice with respect to, or
to include such Warrant Stock in, any such registration which is
primarily (A) a registration of a stock option plan or other employee
benefit plan or of securities issued or issuable pursuant to any such
plan, or (B) a registration of securities proposed to be issued in
exchange for securities or assets of, or in connection with a merger
or consolidation with, another corporation; (iv) the Company shall not
be required to give such notice with respect to, or to include such
Warrant Stock in, any such registration which is at the request or
demand of any holder or holders of its securities having contractual
registration rights; (v) the Company shall not be required to include
in any such registration any securities previously duly registered
under the Securities Act of 1933; (vi) the Company may, in its sole
discretion, withdraw any such registration statement and abandon the
proposed offering in which any such holder had requested to
participate; (vii) if the offering to which the registration statement
relates is to be distributed by or through an underwriter, each such
holder shall agree, as a condition to the inclusion of such holder's
Warrant Stock in such registration, to sell the Warrant Stock held by
such holder through such underwriter on the same terms and conditions
as the underwriter agrees to sell securities on behalf of the Company
and not to sell, transfer, pledge, assign or otherwise dispose of any
Warrant Stock not sold by such holder in such offering for such period
(up to 180 days after the effective date of the registration
statement) as may be required by the underwriter; and (viii) if the
offering to which the registration statement relates is to be
distributed by or through an underwriter and a greater number of
securities is offered for participation in the proposed underwriting
than in the opinion of the Company's underwriter can be accommodated
without significantly adversely affecting the proposed underwriting,
the amount of such securities otherwise to be included in the
underwritten offering on behalf
4
<PAGE>
of all persons other than the Company may be reduced pro rata, in
accordance with the securities proposed to be sold by each such
holder, or may be eliminated entirely from such underwritten public
offering.
(b) On a one-time basis, if at any time during the period ending
on September 30, 2000, the Company shall receive a written request
there for from the record holder or holders of an aggregate of more
than 50% of the aggregate of all shares of Common Stock which have
been or could be issued upon exercise of this Warrant and all other
warrants of like tenor issued in connection with the Offering
Memorandum and have not then been the subject of any registration
pursuant hereto (the "Purchased Stock"), the Company shall prepare and
file a registration statement under the Securities Act of 1933
covering the shares of Purchased Stock which are the subject of such
request and shall use its best efforts to cause such registration
statement to become effective. In addition, upon the receipt of such
request, the Company shall promptly give written notice to all other
record holders of shares of Purchased Stock that such registration is
to be effected. The Company shall include in such registration
statement such shares of Purchased Stock for which it has received
written requests to register by such other record holders within 30
days after the delivery of the Company's written notice to such other
record holders. The Company shall be entitled to delay filing any
registration statement requested pursuant to this Paragraph 6(b) in
the event that, in the reasonable judgment of the Company's Board of
Directors, such filing would interfere with any transaction then
contemplated by the Company; provided, however, that no such delay
shall exceed six months in duration.
(c) The costs and expenses of any registration pursuant to this
Paragraph 6, including but not limited to legal fees, special audit
fees, printing expenses, filing fees, fees and expenses relating to
qualifications under state securities or blue sky laws and the
premiums for insurance, if any, incurred by the Company shall be borne
entirely by the Company; provided, however, that any holders
participating in such registration shall bear their own underwriting
discounts and commissions and the fees and expenses of their own
counsel or accountants in connection with any such registration.
(d) In the event of any registration of a security pursuant to
this Paragraph 6, the Company shall indemnify each such holder, its
officers and directors and each person, if any, who controls such
holder within the meaning of Section 15 of the Securities Act of 1933
against all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus (and as amended
or supplemented) relating to such registration, or caused by any
omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they are made
unless such statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company by
such holder expressly for use therein.
The obligations of the Company to register any of its securities
in accordance with the foregoing shall be subject to the condition
that each holder shall agree in writing to indemnify the Company, its
officers and directors, and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act of
1933, and each underwriter of the Warrant Stock so registered, and
each person, if any, who controls such underwriter within the meaning
of Section 15 of the Securities Act of 1933, with respect to losses,
claims, damages and liabilities caused by any untrue statement or
omission made in
5
<PAGE>
reliance upon and in conformity with information furnished in writing
by such holder to the Company expressly for use in such registration
statement or prospectus.
(e) The Company shall, at its expense, also take reasonable
measures to qualify the Warrant Stock included in any registration
statement pursuant to Paragraph 6 for sale under applicable blue sky
laws.
(f) Upon the exercise of registration rights pursuant to this
Paragraph 6, each holder agrees to supply the Company with such
information as may be required by the Company to register or qualify
such Warrant Stock.
7. This Warrant shall be transferable only on the books of the
Company by the Holder in person, or by duly authorized attorney, on
surrender of the Warrant, properly assigned.
8. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or
termination is sought.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer and to be dated as of the date set forth
above.
ATRIX INTERNATIONAL, INC.
By_________________________________
Its________________________________
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR
SALE, SOLD, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF
THE SECURITIES WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT, IN THE
ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
6
<PAGE>
EXHIBIT 5.1
February 1, 1996
Atrix International, Inc.
14301 Ewing Avenue South
Burnsville, MN 55337
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Atrix International, Inc., a Minnesota
corporation (the "Company"), in connection with the registration by the
Company of the resale of 451,666 shares ("Shares") of the Company's Common
Stock, $.01 par value, pursuant to the Company's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on February 5,
1996 (the "Registration Statement"), on behalf of certain selling
shareholders.
In connection with rendering this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction,
of such corporate records, agreements and other instruments, certificates
of officers, certificates of public officials and other documents as we
have deemed necessary or appropriate as a basis for the opinions expressed
herein.
In connection with our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals,
the legal capacity of all natural persons and the conformity to original
documents of all documents submitted to us as certified or photostatic
copies.
Based on the foregoing, it is our opinion that:
9. The Company had, at the time of issuance, the corporate authority
to issue the Shares.
10. The Shares being registered for resale by certain selling
shareholders under the Registration Statement have been duly
authorized and are validly issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, to its use as part of the Registration Statement,
and to the use of our name under the caption "Validity of Common Stock" in
the Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated August 3, 1995, which appears on page 10 of the 1995 Annual Report to
Shareholders of Atrix International, Inc., which is incorporated by
reference in Atrix International, Inc.'s Annual Report on Form 10-KSB for
the year ended June 30, 1995. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Minneapolis, Minnesota
February 2, 1996
