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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Atrix International, Inc.
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(Name of Issuer)
Common Stock, $.04 par value
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(Title of Class of Securities)
04962P102
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(CUSIP Number)
Steven D. Riedel
Atrix International, Inc.
14301 Ewing Avenue South
Burnsville, MN 55306
(612) 894-6154
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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 ss. 240.13d-1(e), 240.13(d)-1(f) or 240.13d-1(g), check the
following box [ ].
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CUSIP NO. 04962P102
- --------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven D. Riedel
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
27,125
NUMBER OF -----------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 372,625*
EACH -----------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 27,125
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10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
424,500*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
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14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* STEVEN D. RIEDEL IS FILING THIS STATEMENT ON SCHEDULE 13D BECAUSE HE IS
A PARTY TO A CERTAIN SHAREHOLDER AGREEMENT DESCRIBED HEREIN IN
ITEMS 4 AND 6 AND ATTACHED HERETO AS EXHIBIT 99.1 PURSUANT TO WHICH HE
MAY BE DEEMED TO BE A MEMBER OF A "GROUP" FOR PURPOSES OF SECTION
13(d)(3) OF THE SECURITIES EXCHANGE ACT OF 1934 AND PURSUANT TO WHICH
HE HAS SHARED VOTING POWER WITH RESPECT TO VOTING ON A PROPOSED
MERGER AND CERTAIN OTHER MATTERS DESCRIBED MORE FULLY HEREIN IN
ITEMS 4 AND 6. STEVEN D. RIEDEL EXPRESSLY DISCLAIMS THE EXISTENCE OF A
"GROUP" AND BENEFICIAL OWNERSHIP OF ANY SHARES OF ATRIX COMMON
STOCK EXCEPT THOSE WITH RESPECT TO WHICH HE POSSESSES SOLE VOTING
AND DISPOSITIVE POWER. IN ADDITION, ITEM 11 ABOVE INCLUDES AN
AGGREGATE OF 51,875 SHARES WHICH MR. RIEDEL HAS THE RIGHT TO ACQUIRE
WITHIN THE NEXT 60 DAYS PURSUANT TO CURRENTLY OUTSTANDING OPTIONS
AND WARRANTS
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.04 par value (the "Common
Stock"), of Atrix International, Inc. ("Atrix" or the "Issuer"), a Minnesota
corporation, with its principal executive offices located at 14301 Ewing Avenue
South, Burnsville, Minnesota 55306.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the person filing this statement is Steven D. Riedel (the
"Reporting Person" or "Mr. Riedel"). The Reporting Person is a citizen of the
United States of America.
The business address of the Reporting Person is c/o Atrix
International, Inc., 14301 Ewing Avenue South, Burnsville, Minnesota 55306. The
present principal occupation of the Reporting Person is President and Chief
Executive Officer of Atrix. Atrix develops, markets and services the R3 copy
control system and software, the A-Trax production monitoring system, vacuum
cleaners, cleaning equipment and supplies, hand tools and custom tool kits,
static protection products, instrumentation, and specialty tools.
During the last five years, the Reporting Person has not been (a)
convicted in a criminal proceeding
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(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding before a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is 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.
To the best of Mr. Riedel's knowledge, without independent
verification, the information with respect to Mr. Mathwig required pursuant to
this Item is as follows: Jerry E. Mathwig is the President of Metro Sales, Inc.
and his business address is Metro Sales, Inc., 1640 East 78th Street, Richfield,
MN 55423. Metro Sales, Inc. is engaged in the sales and service of photocopiers
and facsimile machines. Mr. Mathwig is a citizen of the United States of
America. During the last five years, Mr. Mathwig has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding before a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Steven D. Riedel entered into a Shareholder Agreement, dated November
24, 1998, with Jerry Mathwig (the "Shareholder Agreement"). Under the
Shareholder Agreement, Mr. Riedel is entitled to vote the shares of Common Stock
of Atrix owned by Mr. Mathwig in accordance with the terms of the Shareholder
Agreement. Other than with respect to the voting rights granted under the
Shareholder Agreement, Mr. Riedel did not acquire any additional shares of
Common Stock of Atrix. Legal fees and costs in connection with the execution of
the Shareholder Agreement were paid from the personal funds of Mr. Riedel. The
Shareholder Agreement is described in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
On November 24, 1998, Steven D. Riedel entered into the Shareholder
Agreement with Jerry Mathwig. Mr. Riedel is the President and Chief Executive
Officer and a director of Atrix. Jerry Mathwig owns approximately 24.4% of the
outstanding common stock of Atrix.
Pursuant to the Shareholder Agreement, Mr. Mathwig agreed to vote (or
cause to be voted) the shares held of record or beneficially owned by him,
subject to applicable limitations under the Minnesota Control Share Acquisition
Act,(a) in favor of a proposed merger (the "Merger") between Atrix and a newly
formed entity to be founded by Mr. Riedel (the "Newco"), the execution and
delivery by Atrix of a Merger Agreement (the "Merger Agreement") with respect to
the Merger and the approval of the terms thereof and each of the other actions
contemplated by the Merger Agreement and the Shareholder Agreement and any
actions required in furtherance thereof, but only if the Merger consideration to
be paid to the Atrix shareholders is not less than $2.00 per Share; and (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; or (iii)
a change in the majority of the Board of Directors of Atrix, any material change
in the present
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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.
Mr. Mathwig retains full voting authority and discretion as to all
other matters which may be presented to the shareholders of Atrix for vote or
consent. Mr. Mathwig also agreed that he 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 he will
immediately cease any existing activities, discussions or negotiations with any
parties with respect to any of the foregoing.
The covenants and agreements contained in the Shareholder Agreement
with respect to the shares of Common Stock of Atrix owned by Mr. Mathwig
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) 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.
The Shareholder Agreement is being filed as Exhibit 99.1 to this
Schedule 13D and incorporated by reference herein.
Mr. Riedel entered into the Shareholder Agreement in contemplation of
the proposed Merger between Atrix and Newco, as a result of which the Atrix
shareholders would receive cash. The Merger Agreement with respect to the
proposed Merger has not been executed and the terms and conditions of the Merger
are subject to change. The Merger will be subject to significant conditions,
such as approval by the Board of Directors and shareholders of Atrix, receipt of
a fairness opinion, receipt of financing by Mr. Riedel on final terms acceptable
to Mr. Riedel, and other conditions.
Mr. Riedel is currently in the process of establishing Newco as the
acquisition vehicle for the Merger. In addition, Mr. Riedel has executed a term
sheet with Bremer Business Finance Corporation ("BBFC"), St. Paul, Minnesota,
for the purpose of obtaining financing for the proposed Merger. The financing
from BBFC would consist of a revolving line of credit and a term loan. The term
sheet with BBFC also contemplates that BBFC will receive a seat on the Board of
Directors of the surviving entity in the Merger. The financing commitment from
BBFC is subject to change and to the preparation and execution of final loan
documents acceptable to BBFC and other conditions, such as consummation of the
proposed Merger and approval of the Board of Directors and shareholders of
Atrix.
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IMPORTANT: There can be no assurance that the Merger will be commenced
or, if commenced, that it will be consummated. Furthermore, if the Merger is
commenced or consummated, there can be no assurance that the Merger terms will
be identical to those described in this Schedule 13D.
If the Merger is consummated, it would also constitute a "going
private" transaction whereafter Atrix would be delisted from The Nasdaq Stock
Market and terminate its reporting obligations under Section 12(g) of the
Securities Exchange Act of 1934.
Except as set forth above, the Reporting Person has not formulated any
plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of Atrix or in the disposition of securities
of Atrix, (b) an extraordinary corporate transaction involving Atrix or any of
its subsidiaries, (c) a sale or transfer of a material amount of the assets of
Atrix or any of its subsidiaries, (d) any change in the present Board or
management of Atrix, (e) any material change in Atrix's capitalization or
dividend policy, (f) any other material change in Atrix's business or corporate
structure, (g) any change in Atrix's charter or bylaws, or other instrument
corresponding thereto, or other action which may impede the acquisition of
control of Atrix by any person, (h) causing a class of Atrix's securities to be
deregistered or delisted, (i) a class of equity securities of Atrix becoming
eligible for termination of registration or (j) any action similar to any of
those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person may be deemed to be the beneficial owner
of 424,500 shares of Atrix common stock, representing
approximately 30% of the outstanding common stock of Atrix. Of
these 424,500 shares:
(1) 27,125 shares are beneficially owned by the Reporting
Person;
(2) 51,875 shares are subject to outstanding stock
options and warrants which the Reporting Person has
the right to acquire within the next 60 days; and
(3) 345,500 shares are subject to the Shareholder
Agreement described in Item 4 above and as to which
the Reporting Person disclaims beneficial ownership.
(b) Of the 424,500 shares subject to this Schedule 13D, the
Reporting Person has the sole power to vote 27,125 shares. Of
the remaining shares, the Reporting Person has the right to
vote 345,500 shares in accordance with the Shareholder
Agreement described in Item 4 above. The remainder, 51,875
shares, are subject to outstanding options and warrants and
the Reporting Person will not be entitled to vote such shares
until and unless he exercises such options and warrants.
(c) There have been no transactions in the Common Stock of Atrix
by the Reporting Person in the past 60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or proceeds
from the sale of any of the Common Stock beneficially owned by
the Reporting Person.
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Shareholder Agreement. The Shareholder Agreement is described in Item 4
above and filed herewith as Exhibit 99.1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached to this statement and filed with this statement as exhibits
are the following documents:
EXHIBIT 99.1: Shareholder Agreement, dated November 24, 1998 between
Steven D. Riedel and Jerry Mathwig.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 4, 1998 /s/ Steven D. Riedel
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Steven D. Riedel
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EXHIBIT 99.1
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 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
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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 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.
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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.
(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.
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(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 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
--------------------------------------
Steven D. Riedel
SHAREHOLDERS:
/s/ Jerry E. Mathwig
--------------------------------------
Print Name: Jerry E. Mathwig
--------------------------------------
Print Name:
---------------------------
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SCHEDULE 1
Number of Shares of Company Common
----------------------------------
Name and Address of Shareholder Stock Owned by Shareholder*
------------------------------- ---------------------------
Jerry E. Mathwig
9031 Avila Cove
Eden Prairie, MN 55437 345,500 (1)
- ------------------------------
*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.
(1) Includes 20,000 shares held of record by spouse.
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