-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TrkUcHjAvSiXFwXUK4QbsoNpPvPThNefXMde/Ie3pigl21gxi+ZeLk8/tljWaujY tgtx68uIp03ocaMFDHo5Wg== /in/edgar/work/20000807/0000912057-00-034975/0000912057-00-034975.txt : 20000921 0000912057-00-034975.hdr.sgml : 20000921 ACCESSION NUMBER: 0000912057-00-034975 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000807 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATRIX LABORATORIES INC CENTRAL INDEX KEY: 0000809875 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 841043826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40981 FILM NUMBER: 687280 BUSINESS ADDRESS: STREET 1: 2579 MIDPOINT DR CITY: FORT COLLINS STATE: CO ZIP: 80525 BUSINESS PHONE: 3034825868 MAIL ADDRESS: STREET 1: 2579 MIDPOINT DR CITY: FORT COLLINS STATE: CO ZIP: 80525 FORMER COMPANY: FORMER CONFORMED NAME: VIPONT RESEARCH LABORATORIES INC DATE OF NAME CHANGE: 19891218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELAN CORP PLC CENTRAL INDEX KEY: 0000737572 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: LINCOLN HOUSE LINCOLN PLACE STREET 2: COUNTY WESTMEATH CITY: DUBLIN 2 IRELAND STATE: L2 BUSINESS PHONE: 3537094000 MAIL ADDRESS: STREET 1: LINCOLN HOUSE LINCOLN PLACE STREET 2: EIGHTY PINE STREET CITY: DUBLIN 2 IRELAND STATE: L2 ZIP: 00000 SC 13D 1 sc13d.txt SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* ATRIX LABORATORIES, INC. - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 04962L101 - -------------------------------------------------------------------------------- (CUSIP NUMBER) ELAN INTERNATIONAL SERVICES, LTD. 102 ST. JAMES COURT, FLATTS, SMITHS PARISH, FL 04 BERMUDA - -------------------------------------------------------------------------------- ATTENTION: KEVIN INSLEY ----------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) JULY 18, 2000 - -------------------------------------------------------------------------------- (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.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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 provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose 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). Page 1 of 6 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. PAGE 2 OF 6 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elan International Services, Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 1,442,478 shares (assuming exercise of 1,000,000 REPORTING PERSON warrants for 1,000,000 shares of Common Stock) WITH ------------------------------------------------------------- 8 SHARED VOTING POWER - 0 - ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,442,478 shares ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 THE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,442,478 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.13 % (based on 11,521,783 shares of the Issuer outstanding as of July 25, 2000, as reported on the Issuer's Quarterly Report on Form 10-Q for the month ended June 31, 2000; assumes exercise of the 1,000,000 warrants; does not assume conversion of the Series A Preferred Stock or any other common stock equivalents) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. Common Stock, par value $.001 per share (the "Common Stock") Atrix Laboratories, Inc. 2579 Midpoint Drive Fort Collins, CO 80525-4417 ITEM 2. IDENTITY AND BACKGROUND. This Form 13-D is filed by Elan International Services, Ltd., a Bermuda corporation ("EIS"), 102 St. James Court, Flatts, Smiths Parish, FL 04, Bermuda. EIS is a wholly-owned subsidiary of Elan Corporation, plc, Lincoln House, Lincoln Place, Dublin 2, Ireland, an Irish public limited company ("Elan"). During the last five years, none of the persons named above in this Item 2: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which proceeding it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. EIS, pursuant to the terms of a Securities Purchase Agreement, dated as of July 18, 2000, between EIS and Atrix Laboratories, Inc., a Delaware corporation (the "Issuer"), acquired (a) 442,478 shares (the "Initial Stock") of Common Stock, (b) 12,015 shares of Series A Convertible/Exchangeable Preferred Stock (the "Series A Preferred Stock"), and (c) warrants to purchase up to 1,000,000 shares of Common Stock (the "Warrant"; together with the Initial Stock and the Series A Preferred Stock, the "Securities") of the Issuer for aggregate consideration of $17,015,000. The Series A Preferred Stock pays for six years dividends of 7% of its issue price through the issuance of additional shares Series A Preferred Stock. The Series A Preferred Stock is not convertible prior to two years from the original date of issuance (i.e. July 18, 2000); provided, however that in the event of a merger, reorganization or underwritten public offering the Corporation may require the Series A Preferred Stock to automatically convert into Common Stock. ITEM 4. PURPOSE OF TRANSACTION. EIS acquired the Securities for investment purposes. Except as set forth above, neither EIS nor Elan has a plan or proposal which relates to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number of or term of Directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the Issuer; Page 3 of 6 (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing the Common Stock to cease to be authorized to be traded on The Nasdaq Stock Market, Inc. (i) To have the Common Stock terminated from registration under the Securities Act of 1933; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. (a) 1,442,478 shares of Common Stock, representing 11.13 % of the Common Stock on a fully diluted basis (based on 11,521,783 shares of the Issuer outstanding as of July 25, 2000, as reported on the Issuer's Quarterly Report on Form 10-Q for the month ended June 31, 2000; assumes exercise of the 1,000,000 warrants; does not assume conversion of the Series A Preferred Stock or any other common stock equivalents) (b) sole power to vote: 1,442,478 shares shared power to vote: -0- sole power to dispose: 1,442,478 shares shared power to dispose: -0- (c) None. (d) None. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not Applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Securities Purchase Agreement, dated July 18, 2000 as filed on August 4, 2000 as Exhibit 99.1 to the Form 8-k of Atrix Laboratories, Inc. 2. Warrant, dated July 19, 2000 as filed on August 4, 2000 as Exhibit 99.4 to the Form 8-k of Atrix Laboratories, Inc. Page 4 of 6 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 1, 2000 Elan International Services, Ltd. By: /s/ KEVIN INSLEY -------------------------------- Kevin Insley President Page 5 of 6 EXHIBIT INDEX 1. Securities Purchase Agreement, dated July 18, 2000 as filed on August 4, 2000 as Exhibit 99.1 to the Form 8-k of Atrix Laboratories, Inc. 2. Warrant, dated July 19, 2000 as filed on August 4, 2000 as Exhibit 99.4 to the Form 8-k of Atrix Laboratories, Inc. Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----