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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
Atrix International, Inc.
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(Name of Issuer)
Common Stock
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(Title or Class of Securities)
04962P102
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(CUSIP Number)
Jerry E. Mathwig, 9031 Avila Cove, Eden Prairie, MN 55347, (612) 934-3702
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 2, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person; (1) has a previous statement on
the file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures proved in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 450707 10 10 4
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry E. Mathwig
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER 742,000
NUMBER OF
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER 742,000
EACH REPORTING
PERSON WITH
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1)
13.13%
14 TYPE OF REPORTING PERSON
IN
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock of Atrix International, Inc. The
principal executive office of the issuer is located at 14301 Ewing Avenue
South, Burnsville, MN 55306.
ITEM 2. IDENTITY AND BACKGROUND
Jerry E. Mathwig
9031 Avila Cove, Eden Prairie, MN 55347
The occupation of the reporting person and name and principal
business address of his employer is:
President, Metro Sales, Inc.
1640 East 78th Street
Richfield, MN 55423
Sales and service of photocopiers and facsimile machines
During the last five years, such person has not been convicted in a criminal
proceeding.
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During the last five years, such person was not a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and was not or
is not subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Personal funds.
ITEM 4. PURPOSE OF TRANSACTION The acquisition of the issuer's securities
was for investment. However, the undersigned believes that certain changes in
the issuer's business and/or management could improve its financial
performance. Accordingly, the undersigned may seek to influence management of
the issuer in this regard and may seek election of himself or others endorsed
by him to the issuer's board of directors. The undersigned contemplates no
other plans or proposals described in items 4(a) through 4(j) of this
Schedule. The undersigned may acquire, but has no commitment or current
intent to acquire, additional securities of the issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Jerry E. Mathwig, 742,000 shares,
common stock, 13.13% of the issuer's outstanding common stock as reported on
the issuer's Form 10-QSB for the quarter ended September 30, 1997, including
30,000 shares owned by the undersigned's spouse, Karen A. Mathwig (same
address), over which the undersigned has sole voting and investment power.
Transactions in the securities of Atrix International, Inc. by the undersigned
from the date of first acquisition reported on Schedule 13D filed with the
Commission on April 4, 1997. Such restatement is intended to correct prior
inadvertent omission of acquisitions of shares on the dates indicated by
asterisk (*):
Date No. Shares Price Per Share
---- ---------- ---------------
2/6/97 100,000 $.535
2/10/97 27,500 .535
3/6/97 100,000 .75
3/24/97 52,500 .71
5/20/97* 20,000 .5825
8/27/87 10,000 .52
8/27/97 10,000 .52
9/11/97 30,000 .52
9/15/97 30,000 .52
10/6/97 20,000 .52
10/10/97* 10,000 .6875
10/16/97 50,000 .52
10/21/97 25,000 .52
10/26/97* 10,000 .5625
10/29/97 40,000 .52
11/3/97 40,000 .52
11/7/97 5,000 .5157
11/7/97 5,000 .50
11/11/97 30,000 .6356
11/11/97 20,000 .58
11/11/97 12,000 .52
11/12/97 24,000 .71875
11/12/97 6,000 .6875
11/17/97 20,000 .6684
11/19/97 25,000 .52
11/21/97 20,000 .52
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All shares were bought by the undersigned in the open market through one or
more of the following broker-dealers: Tuschner & Company, Inc.; R,J.Steichen &
Company; and Fidelity Investments.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER
None, except as described above with respect to shares in the name of the
reporting person's spouse.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Date December 2, 1997 /s/ Jerry E. Mathwig
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Signature
Jerry E. Mathwig
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by this authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney of this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
