SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 16, 2001
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(Date of earliest event reported)
ATRIX LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-18231 84-1043826
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(State or Other Jurisdiction (Commission File No.) (IRS Employer Identification No.)
of Incorporation)
2579 Midpoint Drive, Fort Collins, Colorado 80525
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(Address of principal executive offices, including zip code)
(970) 482-5868
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
Atrix Laboratories, Inc. ("Atrix") and American Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent"), executed an Amended and Restated
Rights Agreement, dated as of November 16, 2001 (the "Amended Agreement"), which
amends and restates the Rights Agreement (the "Rights Agreement") dated
September 25, 1998, by and between Atrix and the Rights Agent. The Amended
Agreement amends the Rights Agreement, among other things, (1) to delete the
provision requiring that the redemption of Rights under certain circumstances be
approved by a majority of the "Independent Directors" (generally defined as
those directors who are not an Acquiring Person or affiliated or associated with
an Acquiring Person, and who are also directors immediately prior to a person
becoming an Acquiring Person or whose election has been approved by a majority
of Independent Directors then on the Board of Directors), (2) to delete all
other requirements that certain actions be approved by a majority of Independent
Directors, and (3) to delete the requirement that there be at least one
Independent Director in office whenever a vote of a majority of the Independent
Directors is required under the agreement.
This description of the Amended Agreement is qualified in its entirety
by reference to the Amended Agreement, which is filed as Exhibit 4.1 hereto and
incorporated herein by reference. Capitalized terms used herein but not defined
herein shall have the meanings given to such terms in the Amended Agreement.
Item 7. Exhibits and Financial Statements.
(c) Exhibits
4.1 Amended and Restated Rights Agreement dated as of
November 16, 2001, by and between Atrix Laboratories, Inc. and
American Stock Transfer & Trust Company, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATRIX LABORATORIES, INC.
By: /s/ BRIAN G. RICHMOND
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Brian G. Richmond
Chief Financial Officer
Date: November 27, 2001
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EXHIBIT INDEX
Exhibit Description
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4.1 Amended and Restated Rights Agreement dated as of November 16, 2001, by and between Atrix
Laboratories, Inc. and American Stock Transfer & Trust Company, as Rights Agent.