SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------- FORM 10-Q/A (AMENDMENT NO. 1 TO FORM 10-Q) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 Commission File Number 0-28308 CollaGenex Pharmaceuticals, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 52-1758016 - ---------------------------- ----------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 41 University Drive, Newtown, PA 18940 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (215) 579-7388 --------------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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: ------ ------ Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of October 15, 2001: Class Number of Shares ---------------------------- ---------------- Common Stock, $.01 par value 10,999,573 EXPLANATORY NOTE The Registrant hereby amends Exhibit 10.1 and Exhibit 10.2, for which confidential treatment was sought, of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 which was filed with the Securities and Exchange Commission on November 14, 2001. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits * 10.1 - License Agreement dated as of August 24, 2001 by and between the Company and Atrix Laboratories, Inc. * 10.2 - Stock Purchase Agreement dated August 24, 2001 by and between the Company and Atrix Laboratories, Inc. (b) Reports on Form 8-K. On July 20, 2001, the Company filed a current report on Form 8-K with the Securities and Exchange Commission relating to its Dentaplex product and the related governmental regulation with respect to dietary supplements. On October 18, 2001, the Company filed a current report on Form 8-K with the Securities and Exchange Commission with respect to the filing of: (i) the Amended Certificate of Designation, Preferences and Rights of the Series D Cumulative Convertible Preferred Stock of CollaGenex Pharmaceuticals, Inc.; (ii) Amendment No. 1 to the Stockholders and Registration Rights Agreement, dated March 19, 1999, by and among CollaGenex Pharmaceuticals, Inc., OCM Principal Opportunities Fund, L.P. and the Purchasers set forth therein; (iii) Amendment No. 2 to the Stockholders and Registration Rights Agreement, dated March 19, 1999, by and among CollaGenex Pharmaceuticals, Inc., OCM Principal Opportunities Fund, L.P. and the Purchasers set forth therein; and (iv) Amendment No. 2 to the Shareholder Protection Rights Agreement, dated September 15, 1997, between CollaGenex Pharmaceuticals, Inc. and American Stock Transfer & Trust Company, as amended. * Confidential Treatment has been sought for a portion of these exhibits. -2- 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 thereunto duly authorized. CollaGenex Pharmaceuticals, Inc. Date: February 14, 2002 By: /s/Brian M. Gallagher ------------------------------------- Brian M. Gallagher, Ph.D. President and Chief Executive Officer (Principal Executive Officer) Date: February 14, 2002 By: /s/Nancy C. Broadbent ------------------------------------- Nancy C. Broadbent Chief Financial Officer (Principal Financial and Accounting Officer)