AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 2001.
REGISTRATION NO. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ATRIX LABORATORIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-1043826
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2579 MIDPOINT DRIVE
FORT COLLINS, COLORADO 80525
(970) 482-5868
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BRIAN G. RICHMOND
CHIEF FINANCIAL OFFICER AND ASSISTANT SECRETARY
ATRIX LABORATORIES, INC.
2579 MIDPOINT DRIVE
FORT COLLINS, COLORADO 80525
(970) 482-5868
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
BRIAN V. CAID, ESQ.
MORRISON & FOERSTER LLP
370 SEVENTEENTH STREET, SUITE 5200
DENVER, COLORADO 80202
(303) 592-1500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-55634
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
-------------------------------------------------- ------------------- ------------------- ------------------- -------------------
Common Stock, $0.001 par value per share(2) 99,750 $24.94 $2,487,765.00 $594.58
================================================== =================== =================== =================== ===================
(1) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457(c) under the Securities Act of 1933 based on
the average of the high and low selling prices per share of the registrant's
common stock on December 4, 2001 as reported on The Nasdaq National
Market.
(2) Each share of common stock includes a right to purchase one one-hundredth of
a share, or a Unit, of Series A Preferred Stock pursuant to a Rights
Agreement between the registrant and American Stock Transfer & Trust
Company, as rights agent.
INCORPORATION BY REFERENCE OF
REGISTRATION STATEMENT ON FORM S-3
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933. This Registration Statement hereby
incorporates by reference in its entirety the contents of the Registrant's
Registration Statement on Form S-3, as amended (File No. 333-55634), declared
effective by the Securities and Exchange Commission on June 5, 2001, including
the documents incorporated by reference or deemed to be incorporated by
reference therein.
2
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 for 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 Fort Collins, State of Colorado, on December 6, 2001.
ATRIX LABORATORIES, INC.
By: /s/ Brian G. Richmond
---------------------
Brian G. Richmond, Chief Financial Officer
and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
Chairman of the Board and Chief Executive
* Officer
------------------------------------ (Principal Executive Officer) December 6, 2001
David R. Bethune
Chief Financial Officer and Assistant
/s/ Brian G. Richmond Secretary (Principal Financial and
--------------------- Accounting Officer) December 6, 2001
Brian G. Richmond
* Director December 6, 2001
------------------------------------
H. Stuart Campbell
Director
------------------------------------
Dr. D. Walter Cohen
Director
------------------------------------
Sander A. Flaum
* Director December 6, 2001
------------------------------------
Dr. Richard L. Jackson
Director
------------------------------------
C. Rodney O'Connor
* Director December 6, 2001
------------------------------------
Nicolas G. Bazan
/s/ Warren L. Troupe Director December 6, 2001
--------------------
Warren L. Troupe
Director
------------------------------------
Dr. George J. Vuturo
---------------------------
* By: /s/ Brian G. Richmond
---------------------
Brian G. Richmond
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
----------- -----------
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG
23.3 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on and incorporated by reference
to page II-7 of the Registration Statement (File No.
333-55634) filed with the Securities and Exchange Commission
by the Registrant on February 14, 2001.)
II-2