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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
Amendment No. 2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to __________.
Commission File No.: 0-18880
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ATRIX INTERNATIONAL, INC.
(Name of small business issuer in its charter)
Minnesota 41-151075
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
14301 Ewing Avenue South 55306
Burnsville, MN (Zip Code)
(Address of principal executive offices)
Issuer's telephone number: (612)894-6154
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.04 per share
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this Form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $4,199,116
As of March 31, 1,413,449 shares of Common Stock of the Registrant were
outstanding, and the aggregate market value of the Common Stock of the
Registrant (based upon the average of the closing bid and asked prices of the
Common Stock at that date as reported by NASDAQ), excluding outstanding shares
beneficially owned by directors and executive officers, was approximately
$2,117,399.
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ITEM 9. DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH 16(a) OF THE EXCHANGE ACT.
A. Directors of the Company
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Director
Name of Nominees Age Position Since
---------------- --- -------- -----
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W. William Bednarczyk 54 Chairman of the Board of Directors 1984
Clifford B. Meacham 65 Vice Chairman of the Board of Directors 1981
Steven D. Riedel 55 President, Chief Executive Officer, and Director 1993
William E. Bennett 52 Director 1986
Charles J. B. Mitchell, Jr. 57 Director 1992
Les Eck 65 Director 1996
John C. Hey 53 Director 1997
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W. William Bednarczyk has been director of Atrix Tool, Inc. since 1984
and has been Chairman of the Board since 1991. Since 1988, Mr. Bednarczyk has
been president of Bednarczyk Business Services, which is engaged in management
consulting and private investment activities. From 1984 to 1988, Mr. Bednarczyk
was president of Human Asset Management, Inc. an employee/labor relations
consulting firm in Edina, Minnesota.
Clifford B. Meacham founded the Company and has been a Director of the
Company since that time. In April 1996, Mr. Meacham retired from active
employment with the Company. Mr. Meacham is an engineer, having graduated from
the Utica Institute of Technology, Utica, New York in 1952. Prior to founding
Atrix Tool, Inc., Mr. Meacham was the President and General Manager of CACO
Incorporated and Airport Industrial Machine Corporation (AIMC) in Lakeville,
Minnesota for 16 years. CACO was a general-line tool distributor and AIMC was a
manufacturer job shop engaged in the design and manufacture of special tools,
vacuum tables, and concrete scarifies.
Steven D. Riedel joined Atrix International as President on December 8,
1992. He became Chief Executive Officer and was elected to the Board of
Directors in May of 1993. He also served as Chief Financial Officer from
November, 1993, to August 1997. Prior to that he was President and Chief
Executive Officer of Enercon Data, an energy management and lighting control
company located in Edina, Minnesota. Mr. Riedel also was employed by Northern
Telecom as Vice President of Product Management for the IOS division in
Minneapolis. Previously, he held numerous management positions with Burroughs
Corporation with the most
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recent being Regional Sales Manager for the 15 state Midwest region. He is also
an active member of Norex, an organization for CEO's of companies within the
greater metropolitan areas. Mr. Riedel is also a principal owner of SCI
Enterprise, a personal computer VAR located in Edina, MN.
William E. Bennett has been a Director of the Company since January
1986. Mr. Bennett is licensed as an attorney and as a certified public
accountant in Minnesota and has acted as an independent consultant since August
1991. Mr. Bennett was general counsel and chief financial officer of I.C.
Systems, Inc. of St. Paul, Minnesota, a collections agency, from October 1985 to
August 1991. Prior to that time, he was a partner in the accounting firm of Main
Hurdman (now KPMG Peat Marwick) of Minneapolis, Minnesota.
Charles J.B. Mitchell, Jr. has been a director of the Company since
April 1992. Mr. Mitchell has been employed as President and CEO of Automotive
Systems International, Inc. ("ASI") since 1996. ASI is a manufacturer of
components for the OEM automotive manufacturing industry. From 1994 through
1995, Mr. Mitchell served as a consultant in general management for Deluxe
Corporation, a producer of checks for financial institutions. Prior to that,
from 1991 through 1993, Mr. Mitchell was President of Environmental Solutions,
Inc. From 1985 to 1991, Mr. Mitchell was President and Chief Executive Officer
of Alta Acquisition Corporation, a manufacturing company.
Les Eck has been a director of the Company since October 1996. Mr. Eck
is the former President and now Chairman of the Board of Directors of
Haldeman-Homme, Inc., a distributor of industrial and institutional products,
and through their Anderson-Ladd division, a provider of commercial and
residential hardwood flooring. Mr. Eck was employed by Haldeman-Homme for 39
years in a variety of sales and management roles. During his business career, he
also served in the Army Reserve Command. Mr. Eck has been active in a number of
civic and professional organizations and served on the dealer advisory councils
of several of his company's suppliers. Mr. Eck has a degree in Forestry from the
University of Minnesota and is a graduate of the Army Command and General Staff
College.
John C. Hey is President of IKON Office Solutions-Minnesota. Mr. Hey
has been in the office products industry in a variety of sales and management
roles for 25 years. He began his career with D.C. Hey Company in 1973 and became
President in 1984. In 1988, D.C. Hey was acquired by Alco Standard Corporation.
Recently, Alco changed its name to IKON Office Solutions. Prior to that, he was
employed by the Campbell Soup Company. In addition, Mr. Hey has been active in a
number of civic and professional organizations located in the Twin Cities area.
B. Executive Officers of the Company.
The Company's executive officers and their ages along with the offices held as
of September 15, 1998, are as follows:
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Name Age Position
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Steven D. Riedel 55 President, Chief Executive Officer, and Director
Dean L. Gerber 42 Vice President and Chief Financial Officer
Steven D. Riedel joined Atrix as President on December 8, 1992. He
became Chief Executive Officer and was appointed to the Board of Directors in
May of 1993. He also was appointed Chief Financial Officer from November 1993 to
August 1997. Prior to joining Atrix, he was President and Chief Executive
Officer of EnerconData. Mr. Riedel was also employed by Northern Telecom as Vice
President of Product Management for IOS division in Minneapolis. Previously, he
held numerous management positions with Burroughs Corporation with the most
recent being regional sales manager for the 15 state Midwest region.
Dean L. Gerber joined Atrix as Controller in September 1996. He became
Vice President and Chief Financial Officer in August 1997. Mr. Gerber, a
Certified Public Accountant, was previously employed for fifteen years by Unisys
Corporation and by the Arizona Country Club prior to that, as Controller.
C. Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Act of 1934, as amended, requires the Company's
directors and executive officers and all persons who beneficially own more than
10% of the outstanding shares of the Company's Common Stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of the Company's Common Stock. Executive officers,
directors and greater than 10% beneficial owners are also required to furnish
the Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based upon a review of the copies of such reports furnished to the
Company and written representations that no other reports were required, during
the year ended June 30, 1998, all directors, officers or beneficial owner of
greater than 10% of the Company's Common Stock filed on a timely basis the forms
required by Section 16 of the Exchange Act.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Company has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: May 10, 1999 ATRIX INTERNATIONAL, INC.
By /s/ Steven D. Riedel
Steven D. Riedel
Chief Executive Officer and President
