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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. 8)
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)
November 24, 1998
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
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Page 2 of 4
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) [X]
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 0
NUMBER OF
SHARES 8 SHARED VOTING POWER 345,500
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER 345,500
EACH REPORTING
PERSON WITH
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,500
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)
24.5%
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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Page 3 of 4
During the last five years, such person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
has not been and 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. On November 24, 1998, Mr. Mathwig entered into a
Shareholder Agreement (copy attached as Exhibit) with Steven D. Riedel (the
current president and member of the Board of Directors of Atrix International,
Inc.) which contemplates that an entity formed by Mr. Riedel will enter into a
cash merger agreement with Atrix International, Inc. Under the Shareholder
Agreement, Mr. Mathwig agrees to vote his shares (and appoints Riedel as proxy
to vote his shares), to the extent that he is entitled to vote his shares under
the Minnesota Control Share Acquisition Act (Minnesota Statute Section
302A.671), in favor of the proposed merger at a minimum specified price and to
refrain from voting in favor of certain competing corporate transactions.
Consummation of the merger could result in changes to the issuer's charter
documents, its board of directors and officers, and its capitalization, and
would result in the removal of its securities from all public trading markets.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Jerry E. Mathwig beneficially owns
345,500 shares of common stock of the issuer, representing 24.5% of the
1,413,449 shares outstanding as of November 24, 1998. (Note: Share amounts
reflect a one-for-four reverse stock split on December 15, 1997.) The 345,500
shares beneficially owned by Mr. Mathwig include 20,000 shares owned by his
spouse, Karen A. Mathwig (same address), over which the he has voting and
investment power. See Item 4 above, for information concerning a voting
agreement and grant of proxy by Mr. Mathwig to Steven D. Riedel solely in
connection with a proposed cash merger. The information required by Item 2 of
this Schedule with respect to Mr. Riedel is as follows, to the best of Mr.
Mathwig's knowledge, without independent verification: Steven D. Riedel,
President and a Director of Atrix International, Inc., 14301 Ewing Avenue South,
Burnsville, Minnesota 55306. Mr. Riedel has not been, and he is not the
subject of any criminal or civil proceedings of the type described in Item 2, he
has not been convicted in any criminal proceedings of the type described in Item
2, and he is not subject to any judgments or orders of the type described in
Item 2.
Mr. Mathwig has made no purchases or sales of the securities of Atrix
International, Inc. since his last filing of an amendment to Schedule 13D on May
22, 1998.
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Page 4 of 4
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER
None, except as described above in Items 4 and 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Shareholder Agreement dated Nov. 24, 1998
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, 1998 /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).
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SHAREHOLDER AGREEMENT
AGREEMENT dated as of November 24, 1998 by and among Steven D. Riedel
("Riedel") and the other parties signatory hereto (each a "Shareholder").
WHEREAS, Riedel is in the process of forming a new entity ("Newco")
which proposes to enter into a merger agreement (the "Merger Agreement") with
Atrix International, Inc., a Minnesota corporation ("Atrix"), whereby Atrix
would be merged with and into Newco (the "Merger") and the shareholders of Atrix
would receive cash payments of at least $2.00 (the "Merger Consideration") in
exchange for each share of Atrix common stock, par value $.01 per share ("Atrix
Common Stock") held by each shareholder of Atrix immediately prior to the
effective time of the Merger.
WHEREAS, the Merger Consideration constitutes a substantial premium to
both the current per share book value and market price of Atrix Common Stock.
WHEREAS, Riedel has received a financing commitment with respect to the
Merger, but desires to obtain the agreement of the Shareholders before expending
substantial sums of money in connection with the formation of Newco,
documentation with respect to financing, negotiation of a definitive Merger
Agreement and the solicitation of proxies from Atrix Shareholders, and the
undersigned Shareholders have agreed to enter into this Shareholders Agreement
to encourage Riedel to pursue the Merger.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements contained herein, the parties agree as follows:
1. Representations and Warranties. Each Shareholder hereby severally
represents and warrants to Riedel that (a) such Shareholder is the beneficial
owner (and, except as indicated on Schedule 1, the record owner) of the number
of shares of Atrix Common Stock set forth opposite such Shareholder's name on
Schedule 1 (the "Existing Shares," and together with any shares of Atrix Common
Stock acquired by such Shareholder after the date hereof and prior to the
termination hereof, whether upon exercise of options, conversion of convertible
securities, purchase, exchange or otherwise, the "Shares"); (b) such Shareholder
has sole voting and disposition power with respect to the Existing Shares set
forth opposite such Shareholder's name on Schedule 1, with no restrictions
whatsoever on such rights, subject to applicable limitations under the Minnesota
Control Share Acquisition Act; (c) such Shareholder has the legal capacity,
power and authority to enter into and perform all of such Shareholder's
obligations under this Agreement without the consent or approval of any other
person, entity, public body or authority, subject to applicable limitations
under the Minnesota Control Share Acquisition Act, and the execution, delivery
and performance of this Agreement by such Shareholder will not violate any other
agreement to which such Shareholder is a party; (d) this Agreement has been duly
and validly executed and delivered by such Shareholder and constitutes a valid
and binding agreement of such Shareholder, enforceable against such Shareholder
in accordance with its terms, subject to applicable limitations under the
Minnesota Control Share Acquisition Act; (e) such Shareholder's Shares and the
certificates representing such Shares are now, and at all times
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during the term hereof will be, held by such Shareholder, or by a nominee or
custodian for the benefit of such Shareholder, free and clear of all liens,
claims, security interests, proxies, voting trusts or agreements, understandings
or arrangements or any other encumbrances whatsoever except for any such
encumbrances or proxies arising hereunder, subject to applicable limitations
under the Minnesota Control Share Acquisition Act; and (f) such Shareholder
understands and acknowledges that Riedel is relying upon such Shareholder's
execution and delivery of this Agreement to pursue the Merger and the
negotiation and possible execution of a Merger Agreement.
2. Agreement to Vote. Each Shareholder hereby severally agrees that,
during the time this Agreement is in effect, at any meeting of the Shareholders
of Atrix, however called, or in connection with any written consent of the
Shareholders of Atrix, such Shareholder shall vote (or cause to be voted) the
Shares held of record or beneficially by such Shareholder, subject to applicable
limitations under the Minnesota Control Share Acquisition Act, (a) in favor of
the Merger, the execution and delivery by Atrix of a Merger Agreement and the
approval of the terms thereof and each of the other actions contemplated by the
Merger Agreement and this Agreement and any actions required in furtherance
hereof and thereof, but only if the Merger Consideration is not less than $2.00
per Share; (b) except as otherwise agreed to in writing in advance by Riedel,
against the following actions (other than the Merger and the transactions
contemplated by the Merger Agreement): (i) any extraordinary corporate
transaction, such as a merger, consolidation or other business combination
involving Atrix; (ii) a sale, lease or transfer of a material amount of assets
of Atrix or a reorganization, recapitalization, dissolution or liquidation of
Atrix; (iii) a change in the majority of the Board of Directors of Atrix, any
material change in the present capitalization of Atrix, any amendment to the
Articles of Incorporation of Atrix, any other material change in the corporate
structure or business of Atrix, or any other action which is intended or could
reasonably be expected to impede, interfere with, delay, postpone, discourage or
materially adversely affect the contemplated economic benefits to Newco or
Riedel of the Merger or the transactions contemplated by the Merger Agreement.
The Shareholders retain full voting authority and discretion as to all other
matters which may be presented to the shareholders of Atrix for vote or consent.
3. Proxy. Each Shareholder hereby grants to, and appoints Riedel, his
successors and assigns, such Shareholder's irrevocable proxy and
attorney-in-fact (with full power of substitution) to vote the Shares as
indicated in Section 2 above. Each Shareholder intends this proxy to be
irrevocable and coupled with an interest and will take such further action and
execute such other instruments as may be necessary to effectuate the intent of
this proxy and hereby revokes any proxy previously granted by such Shareholder
with respect to such Shareholder's Shares.
4. Certain Covenants of Shareholders. Except in accordance with the
terms of this Agreement, each Shareholder hereby severally covenants and agrees
that (a) such Shareholder will not, directly or indirectly, solicit or respond
to any inquiries or the making of any proposal by any person or entity (other
than Riedel or Newco) with respect to Atrix that constitutes or could reasonably
be expected to lead to a merger or sale of all or substantially all of the
assets of capital stock of Atrix (other than the Merger), and each Shareholder
will immediately cease any existing activities, discussions or negotiations with
any parties with respect to any of the
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foregoing; (b) such Shareholder will not, directly or indirectly, offer for
sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of
any or all of such Shareholder's Shares or any interest therein (except pursuant
to the Merger); (c) such Shareholder shall not, except as contemplated hereby,
grant any proxies or powers of attorney, deposit any Shares into a voting trust
or enter into a voting agreement with respect to any Shares; (d) such
Shareholder will not take any action that would make any representation or
warranty of such Shareholder contained herein untrue or incorrect or have the
effect of preventing or disabling such Shareholder from performing such
Shareholder's obligations under this Agreement; and (e) such Shareholder hereby
waives any rights of appraisal or rights to dissent from the Merger that such
Shareholder may have and agrees to take no action in furtherance of the
perfection of such rights.
5. Further Assurances. From time to time, at the other parties' request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further actions as may be necessary
or desirable to consummate and make effective, in the most expeditious matter
practicable, the transactions contemplated by this Agreement.
6. Certain Events. Each Shareholder agrees that this Agreement and the
obligations hereunder shall attach to such Shareholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without
limitation such Shareholder's heirs, guardians, administrators or successors.
7. Termination. The covenants and agreements contained herein with
respect to each Shareholder's Shares shall terminate on the first to occur of
(a) the effective time of the Merger; (b) the date upon which the Merger
Agreement is terminated in accordance with its terms; (c) a failure to enter
into a definitive Merger Agreement by December 18, 1998; (d) a failure of Riedel
to use best efforts to consummate the Merger as soon as practicable following
the date on which a definitive Merger Agreement is signed, including the filing
by Atrix of preliminary proxy materials and the filing by Riedel of Schedule
13E-3 no later than December 24, 1998, the mailing by Atrix of proxy materials
to Atrix shareholders within five business days after clearance of such
materials by the Securities and Exchange Commission ("SEC")and holding the
meeting of Atrix shareholders to approve the Merger Agreement no later than 45
days after SEC clearance of the proxy materials; (e) as to any given
Shareholder, upon written release from Riedel and (f) at any time when the
current bid price for Atrix Common Stock, as reported by Nasdaq, remains at or
above $2.10 per share for a period of three consecutive trading days.
8. Miscellaneous.
(a) Entire Agreement; Assignment. This Agreement (i)
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral between the parties with respect to the subject matter hereof;
and (ii) shall not be assigned by operation of law or otherwise without the
prior written consent of the other party, provided that Riedel may assign, in
his sole discretion, his rights and obligations hereunder to Newco.
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(b) Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto; provided that Schedule 1 hereto may be
supplemented by Riedel by adding the name and other relevant information
concerning my Shareholder of Atrix who agrees to be bound by the terms of this
Agreement without the agreement of any other party hereto, and thereafter such
added Shareholder shall be treated as a "Shareholder" for all purposes of this
Agreement.
(c) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
Shareholders at the addresses set forth on Schedule 1 and to Riedel at 14301
Ewing Ave. S., Burnsville, MN 55306 or to such other address as the person to
whom notice is given may have previously furnished to the others in writing in
the manner set forth above.
(d) Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
(e) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereto agrees that in the event of any such breach
the aggrieved party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.
(f) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same Agreement.
(g) Confidentiality. Each Shareholder and Riedel agree that
they will keep the terms of this Agreement and the proposed Merger confidential
until the earlier to occur of (i) a public announcement of the proposed Merger
by Atrix or (ii) the filing of a Schedule 13-D by Riedel. The parties agree that
this confidentiality clause (a) shall not forbid the release of information by a
Shareholder or Riedel to such of their advisors that have a need to know such
information or by Riedel to any director, officer or representative of Atrix and
(b) shall not prevent or delay the filing of any new or amended reports of
beneficial ownership (on Schedule 13-D, Schedule 13-G or other appropriate form)
by any Shareholder. The parties also agree that, because of the sensitivity of
such information to Atrix, Atrix shall be a third party beneficiary of this
confidentiality clause.
(h) Informational Copies. Riedel or Newco agree to provide a
draft, in substantially final form, and final copies of the Merger Agreement to
any Shareholder upon
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request, for informational purposes only, provided that such Shareholder may not
use such Merger Agreement or any information contained therein for any purpose
whatsoever or disclose to any person such Merger Agreement or any information
contained therein without the prior written consent of Riedel and Atrix.
IN WITNESS WHEREOF, Riedel and each Shareholder has caused this
Agreement to be duly executed as of the day and year first above written.
/s/ Steven D. Riedel
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Steven D. Riedel
SHAREHOLDERS:
/s/ Jerry E. Mathwig
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Print Name: Jerry E. Mathwig
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Print Name:
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SCHEDULE 1
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Number of Shares of Company Common
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Name and Address of Shareholder Stock Owned by Shareholder*
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Jerry E. Mathwig 345,000 (1)
9031 Avila Cove
Eden Prairie, MN 55437
(1) Includes 20,000 shares held of record by spouse.
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*Indicates beneficial and, unless otherwise indicated, record ownership.
"Beneficial ownership" of such Shares shall be as determined pursuant to Rule
13-d-3 under the Securities Exchange Act of 1934, including pursuant to any
agreement, arrangement or understanding, whether or not in writing. Without
duplicative counting of the same Shares by the same holder, securities
beneficially owned by a person shall include securities beneficially owned by
all other persons with whom such person would constitute a "group" as described
in Section 13-d-3 of the Securities Exchange Act of 1934.
