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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
August 8, 2000
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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
of Incorporation) Identification No.)
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.
Effective August 8, 2000, Atrix Laboratories, Inc. (the "Company")
completed definitive agreements with Pfizer Inc. ("Pfizer") to use the Company's
proprietary drug delivery technologies to develop and commercialize compounds in
Pfizer's drug development pipeline. In connection with the transaction, the
Company and Pfizer entered into a Stock Purchase Agreement, a Collaborative
Research Agreement and a License and Royalty Agreement (collectively, the
"Transaction Documents").
Pursuant to the Transaction Documents, Pfizer will provide funding for
the evaluation, development and commercialization of Pfizer compounds using the
Company's proprietary drug delivery technologies. Products commercialized
through the collaborative efforts of the parties will be marketed by Pfizer. The
Company will participate in the manufacturing of such products and will receive
royalties on all sales of such products worldwide. In addition, the Company will
be entitled to receive milestone payments when certain performance criteria are
reached for each product.
As part of the transaction, Pfizer also made an initial equity
investment in the Company through the purchase of an aggregate of $5.0 million
of the Company's common stock.
The Stock Purchase Agreement is attached hereto as Exhibit 99.1, the
Collaboration and Research Agreement is attached hereto as Exhibit 99.2, and the
License and Royalty Agreement is attached hereto as Exhibit 99.3
Item 7. Exhibits.
99.1 Stock Purchase Agreement, dated as of August 8, 2000, by and
between the Company and Pfizer.
99.2* Collaborative Research Agreement, dated as of August 8, 2000, by
and between the Company and Pfizer.
99.3* License and Royalty Agreement, dated as of August 8, 2000, by
and between the Company and Pfizer.
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* Confidential treatment requested
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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
Vice President, Finance
and Assistant Secretary
Date: September 7, 2000
EXHIBIT INDEX
Exhibit Description
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99.1 Stock Purchase Agreement, dated as of August 8, 2000, between
the Company and Pfizer.
99.2* Collaborative Research Agreement, dated as of August 8, 2000, by
and between the Company and Pfizer.
99.3* License and Royalty Agreement, dated as of August 8, 2000, by
and between the Company and Pfizer.
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* Confidential treatment requested
THE SYMBOL "[**]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.