1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File No.
June 30, 1997 0-18231
ATRIX LABORATORIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-1043826
- -------------------------------------------------------------------------------
(State of Incorporation) (I.R.S. Employer
Identification Number)
2579 Midpoint Drive
Fort Collins, Colorado 80525
- -------------------------------------------------------------------------------
(Address of principal (Zip Code)
executive offices)
(970) 482-5868
---------------------------------------------------
(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 [ ]
As of July 30, 1997, there were 11,120,360 issued and outstanding
shares of the Registrant's $.001 par value common stock.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ATRIX LABORATORIES, INC.
BALANCE SHEETS
June 30, December 31,
1997 1996
------------ ------------
ASSETS (UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents $ 16,289,154 $ 18,368,472
Restricted cash equivalents -- 7,000,000
Marketable securities, at fair value 8,141,291 6,040,389
Accounts receivable, net of allowance for doubtful accounts of 981,878 681,290
$9,685 and $10,000
Interest receivable 147,130 154,128
Inventories 481,378 303,505
Prepaid expenses and deposits 793,839 301,321
------------ ------------
Total current assets 26,834,670 32,849,105
------------ ------------
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment 6,905,093 5,888,007
Leasehold improvements 588,917 565,608
------------ ------------
Total 7,494,010 6,453,615
Accumulated depreciation and amortization (2,040,311) (1,687,056)
------------ ------------
Property, plant and equipment, net 5,453,699 4,766,559
------------ ------------
OTHER ASSETS -
Intangible assets, net of accumulated amortization of
$78,450 and $69,624 919,741 847,830
------------ ------------
TOTAL $ 33,208,110 $ 38,463,494
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 1,294,027 $ 933,147
Accrued salaries and payroll taxes 95,613 88,868
Other accrued liabilities 101,640 155,657
Deferred revenue 75,000 7,002,192
------------ ------------
Total current liabilities 1,566,280 8,179,864
------------ ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $.001 par value; 5,000,000 shares authorized, none
issued or outstanding
Common stock, $.001 par value; 25,000,000 shares authorized;
11,120,030 and 11,113,624 shares issued and outstanding 11,120 11,114
Additional paid-in capital 72,963,664 72,913,274
Unrealized holding loss on marketable securities (193,133) (152,641)
Accumulated deficit (41,139,821) (42,488,117)
------------ ------------
Total shareholders' equity 31,641,830 30,283,630
------------ ------------
TOTAL $ 33,208,110 $ 38,463,494
============ ============
See notes to financial statements
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ATRIX LABORATORIES, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
REVENUE: 1997 1996
------------ ------------
Sales $ 543,929 $ 60,921
Contract revenue 237,056 281,563
Interest income 356,206 287,627
Other income 4,383 12,466
------------ ------------
Total revenue 1,141,574 642,577
------------ ------------
EXPENSES:
Cost of goods sold 435,551 46,944
Research and development
o ATRIDOX(TM)product 1,447,230 1,416,032
o Other 1,719,228 1,266,346
Administrative and marketing 527,213 572,553
------------ ------------
Total expenses 4,129,222 3,301,875
------------ ------------
NET LOSS $ (2,987,648) $ (2,659,298)
============ ============
NET LOSS PER COMMON SHARE $ (0.27) $ (0.27)
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING 11,115,152 9,923,803
============ ============
See notes to financial statements
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ATRIX LABORATORIES, INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
REVENUE: 1997 1996
----------- -----------
Sales $ 753,668 $ 119,961
Contract revenue 388,540 401,571
Sale of marketing rights 7,000,000 --
Interest income 793,716 437,549
Other income 13,351 36,419
----------- -----------
Total revenue 8,949,275 995,500
----------- -----------
EXPENSES:
Cost of goods sold 574,540 87,614
Research and development
o ATRIDOX(TM)product 2,910,189 2,785,510
o Other 3,034,530 2,370,250
Administrative and marketing 1,081,720 1,161,515
----------- -----------
Total expenses 7,600,979 6,404,889
----------- -----------
NET INCOME (LOSS) $ 1,348,296 $(5,409,389)
=========== ===========
NET INCOME (LOSS) PER COMMON SHARE $ 0.12 $ (0.59)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 11,114,512 9,193,118
=========== ===========
See notes to financial statements
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ATRIX LABORATORIES, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(Unaudited)
Additional Unrealized Total
Common Stock Paid-in Holding Accumulated Shareholders'
Shares Amount Capital Loss Deficit Equity
------------ ------------ ------------ ------------ ------------ ------------
BALANCE, December 31, 1996 11,113,624 $ 11,114 $ 72,913,274 $ (152,641) $(42,488,117) $ 30,283,630
Exercise of stock options 6,406 6 50,390 -- -- 50,396
Unrealized holding loss -- -- -- (40,492) -- (40,492)
Net income for the period -- -- -- -- 1,348,296 1,348,296
------------ ------------ ------------ ------------ ------------ ------------
BALANCE, June 30, 1997 11,120,030 $ 11,120 $ 72,963,664 $ (193,133) $(41,139,821) $ 31,641,830
============ ============ ============ ============ ============ ============
See notes to financial statements
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ATRIX LABORATORIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
1997 1996
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,348,296 $ (5,409,389)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation 353,258 228,540
Amortization 8,265 38,729
Gain on sale of marketable securities -- (36,419)
Gain on sale of property, plant and equipment (201) --
Write off of obsolete patents -- 4,942
Net changes in current assets and liabilities:
Restricted cash equivalents 7,000,000 --
Accounts receivable (300,588) (157,427)
Interest receivable 6,998 46,333
Inventories (177,873) (108,033)
Prepaid expenses and deposits (492,518) 124,463
Accounts payable - trade 360,880 263,151
Accrued salaries and payroll taxes 6,745 2,802
Other accrued liabilities (54,017) (26,059)
Deferred revenue (6,927,192) 32,000
------------ ------------
Net cash provided by (used in) operating activities 1,132,053 (4,996,367)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (1,017,086) (374,475)
Acquisition of leasehold improvements (23,309) (37,714)
Investments in intangible assets (80,738) (83,955)
Sale of equipment 201 --
Proceeds from sale of marketable securities 991,127 4,070,501
Investment in marketable securities (3,131,962) (116,278)
------------ ------------
Net cash (used in) provided by investing activities (3,261,767) 3,458,079
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and exercise of stock options 50,396 28,196,302
Net cash provided by financing activities 50,396 28,196,302
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,079,318) 26,658,014
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 18,368,472 925,487
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 16,289,154 $ 27,583,501
============ ============
See notes to financial statements
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ATRIX LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements of Atrix Laboratories,
Inc. (the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial statements and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of
management, all adjustments considered necessary (which consist only of normal
recurring accruals) for a fair presentation have been included. These financial
statements should be read in conjunction with the audited financial statements
and notes thereto for the year ended December 31, 1996, filed with the
Securities and Exchange Commission in the Company's Annual Report Form on 10-K.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS
128). SFAS 128 supersedes existing generally accepted accounting principles
relative to the calculation of earnings per share, is effective for years
ending after December 15, 1997 and requires restatement of all prior period
earnings per share information upon adoption. Generally, SFAS 128 requires a
calculation of basic earnings per share, which takes into consideration income
(loss) available to common shareholders and the weighted average of common
shares outstanding. SFAS 128 also requires the calculation of a diluted
earnings per share, which takes into effect the impact of all additional common
shares that would have been outstanding if all dilutive potential common shares
relating to options, warrants, and convertible securities had been issued, as
long as their effect is dilutive, with a related adjustment of income available
for common shareholders, as appropriate. SFAS 128 requires dual presentation of
basic and diluted earnings per share on the face of the statement of operations
and requires a reconciliation of the numerator and denominator of the basic
earnings per share computation. The Company does not expect the effect of its
adoption of SFAS 128 to be material.
In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130). Generally, SFAS 130 establishes standards for reporting and
display of comprehensive income in financial statements. All components of
comprehensive income shall be reported in the financial statements in the
period in which they are recognized. A total amount for comprehensive income
shall be displayed in the financial statement where the components of other
comprehensive income are reported. The statement divides comprehensive income
into net income and other comprehensive income. Items included in other
comprehensive income shall be classified separately based on their nature and
include foreign currency items, minimum pension liability adjustments, and
unrealized gains and losses in certain investments in debt and equity
securities. The total of other comprehensive income for a period shall be
transferred to a component of equity that is accumulated and displayed
separately from retained earnings and additional paid-in capital in the equity
section of the balance sheet. SFAS 130 is effective for periods beginning after
December 15, 1997, and will require reclassification of all prior periods
presented in the financial statements. The company does not expect the adoption
of SFAS 130 to materially effect the financial statement presentation.
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NOTE 2. INVENTORIES
Inventories are stated at the lower of cost, determined by the
first-in, first-out (FIFO) method, or market. The components of inventories at
are as follows:
June 30, December 31,
1997 1996
-------- ------------
Raw Materials $344,004 $228,533
Work in Process 94,332 13,435
Finished Goods 43,042 61,537
-------- --------
$481,378 $303,505
======== ========
NOTE 3. BLOCK DRUG COMPANY AGREEMENT
On December 17, 1996, the Company entered into an agreement (the
"Block Agreement") with Block Drug Company ("Block"). Under the terms of the
Block Agreement, Block acquired the North American and certain European
marketing rights to the Company's first three products for the treatment of
periodontal disease. The Company received an advance payment of $7,000,000 for
the sale of the marketing rights to the ATRISORB(R) GTR Barrier. The funds were
deposited in an escrow account until February 1, 1997, at which time
substantially all of the initial services required by the Block agreement were
performed. The $7,000,000 was initially included in restricted cash equivalents
as of December 31, 1996 and was recognized as revenue from the sale of
marketing rights during the three months ended March 31, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The statements contained in this report, if not historical, are
forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and involve risks and uncertainties that could
cause actual results to differ materially from the financial results described
in such forward looking statements. These risks and uncertainties include,
among others, whether the Company will receive regulatory approval to market
any products besides the ATRISORB(R) Barrier product, the results of current
and future clinical trials, the time, costs and expenses associated with the
regulatory approval process for products. The success of the Company's business
operations is in turn dependent on factors such as the effectiveness of the
Company's marketing strategies to market its current and any future products,
the Company's ability to manufacture products on a commercial scale, the appeal
of the Company's mix of products, the Company's success at entering into and
collaborating with others to conduct effective strategic alliances and joint
ventures, general competitive conditions within the biotechnology and drug
delivery industry and general economic conditions. Further, any forward looking
statement or statements speak only as of the date on which such statement or
statements were made, and the Company undertakes no obligation to update any
forward looking statement or statements to reflect events or circumstances
after the date on which such statement is made or to reflect the occurrence of
unanticipated events. Therefore, forward looking statements should not be
relied upon as a prediction of actual future results.
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RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO
THREE MONTHS ENDED JUNE 30, 1996
The Company had revenue from product sales of approximately $544,000
during the three months ended June 30, 1997 compared to approximately $61,000
for the three months ended June 30, 1996. The increase is primarily due to the
increased sales of the ATRISORB(R) GTR Barrier in the United States as a result
of the Block Agreement. The Company expects to receive additional future
revenue upon the achievement of certain milestones which, under the Block
Agreement, result in substantial payments. Additionally, the Company
anticipates to receive increased royalties from Block as sales of the
ATRISORB(R) GTR Barrier product increase.
Contract revenue represents revenue the Company received from grants
and from unaffiliated third parties for performing contract research and
development activities utilizing the ATRIGEL(R) system, and was approximately
$237,000 for the three months ended June 30, 1997, compared to approximately
$282,000 for the three months ended June 30, 1996.
Interest income for the three months ended June 30, 1997, was
approximately $356,000 compared to approximately $288,000 for the three months
ended June 30, 1996, representing a 24% increase. Interest income increased due
to additions in principal investments as a result of the proceeds from a common
stock offering completed in the second quarter 1996 and the $7,000,000 payment
received under the Block Agreement. The majority of the funds were invested in
U.S. government bond funds, long-term U.S. government and government agency
investments. The remaining cash and cash equivalents were invested in interest
bearing accounts to fund the Company's short-term operations.
Cost of goods sold recorded for the three months ended June 30, 1997
was approximately $436,000 compared to approximately $47,000 for the period
ended June 30, 1996. The increase is primarily due to increased sales of the
ATRISORB(R) GTR Barrier in the United States as a result of the Block
Agreement.
Research and development expenses - ATRIDOX(TM) product for the three
months ended June 30, 1997, were approximately $1,447,000 compared to
approximately $1,416,000 for the three months ended June 30, 1996, representing
a 2% increase.
Other research and development expenses, which included activities for
the ATRISORB(R) Barrier and other research activities for the three months
ended June 30, 1997, were approximately $1,719,000 compared to approximately
$1,266,000 for the three months ended June 30, 1996, representing a 36%
increase. The increase was primarily a result of additional expenditures in the
Manufacturing and Quality Assurance/Quality Control departments associated with
the increase in sales.
Administrative and marketing expenses decreased to approximately
$527,000 for the three months ended June 30, 1997, from approximately $573,000
for the three months ended June 30, 1996, representing an 8% decrease. The
primary reason for this decrease was the reduction in sales and marketing
expenses related to the ATRISORB(R) GTR Barrier product, since those functions
are now performed by Block. The Company expects sales and marketing expenses to
continue to decrease as a result of the Block Agreement.
The Company recorded net loss of approximately $2,988,000 for the
three months ended June 30, 1997, compared to a net loss of approximately
$2,659,000 for the three months ended June 30, 1996, representing a 12%
increase. The increased loss was primarily the result of the increase in
research and development expenses.
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SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO
SIX MONTHS ENDED JUNE 30,1996
The Company had revenue from product sales of approximately $754,000
during the six months ended June 30, 1997 compared to approximately $120,000
for the six months ended June 30, 1996. The increase is primarily due to the
increased sales of the ATRISORB(R) GTR Barrier in the United State as a result
of the Block Agreement. The Company expects to receive additional future
revenue upon the achievement of certain milestones which, under the Block
Agreement, result in substantial payments. Additionally, the Company
anticipates to receive increased royalties from Block as sales of the
ATRISORB(R) GTR Barrier product increase.
Contract revenue represents revenue the Company received from grants
and from unaffiliated third parties for performing contract research and
development activities utilizing the ATRIGEL(R) system, and was approximately
$389,000 for the six months ended June 30, 1997, compared to approximately
$402,000 for the six months ended June 30, 1996.
Interest income for the six months ended June 30, 1997, was
approximately $794,000 compared to approximately $438,000 for the six months
ended June 30, 1996, representing an 81% increase. Interest income increased
due to additions in principal investments as a result of the proceeds from a
common stock offering completed in the second quarter 1996 and the $7,000,000
payment received under the Block Agreement. The majority of the funds were
invested in U.S. government bond funds, long-term U.S. government and
government agency investments. The remaining cash and cash equivalents were
invested in interest bearing accounts to fund the Company's short-term
operations.
Cost of goods sold recorded for the six months ended June 30, 1997 was
approximately $575,000 compared to approximately $88,000 for the period ended
June 30, 1996. The increase is primarily due to the increased sales of the
ATRISORB(R) GTR Barrier in the United States as a result of the Block
Agreement.
Research and development expenses - ATRIDOX(TM) product for the six
months ended June 30, 1997, were approximately $2,910,000 compared to
approximately $2,786,000 for the six months ended June 30, 1996, representing a
4% increase.
Other research and development expenses, which included activities for
the ATRISORB(R) GTR Barrier and other research activities were approximately
$3,035,000 for the six months ended June 30, 1997, compared to approximately
$2,370,000 for the six months ended June 30, 1996, representing a 28% increase.
The increase was primarily a result of additional expenditures in the
Manufacturing and Quality Assurance/Quality Control departments associated with
the increase in sales and automation of the manufacturing process.
Administrative and marketing expenses decreased to approximately
$1,082,000 for the six months ended June 30, 1997, from approximately
$1,162,000 for the six months ended June 30, 1996, representing a 7% decrease.
The primary reason for this decrease was the reduction in sales and marketing
expenses related to the ATRISORB(R) GTR Barrier product, since those functions
are currently performed by Block. The Company expects sales and marketing
expenses to continue to decrease as a result of the Block Agreement.
The Company recorded net income of approximately $1,348,000 for the
six months ended June 30, 1997, compared to a net loss of approximately
$5,409,000 for the six months ended June 30, 1996, representing a 125%
increase. The net income was primarily the result of the receipt of the payment
of $7,000,000 from Block.
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LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997, the Company had cash and cash equivalents of
approximately $16,289,000, marketable securities of approximately $8,141,000
and other current assets of approximately $2,405,000, for total current assets
of approximately $26,835,000. Current liabilities totaled approximately
$1,566,000, which resulted in working capital of approximately $25,269,000.
During the six months ended June 30, 1997, net cash provided by
operating activities was approximately $1,132,000. This was primarily a result
of the net income for the period of approximately $1,348,000, adjusted for
certain non-cash expenses, and changes in other operating assets and
liabilities as set forth in the statements of cash flows.
Net cash used in investing activities was approximately $3,262,000
during the six months ended June 30, 1997, primarily as a result of the net
investment in marketable securities during the period and the acquisition of
property, plant and equipment.
The Company's long-term capital expenditure requirements will depend
on numerous factors, including the progress of the Company's research and
development programs, the time required to file and process regulatory approval
applications, the development of the Company's commercial manufacturing
facilities, the ability of the Company to obtain additional licensing
arrangements, and the demand for the Company's products, if and when approved.
The Company expended approximately $1,040,000 for property, plant and equipment
and leasehold improvements, and approximately $81,000 for patent development in
the six month period ending June 30, 1997. The Company expects its capital
expenditures to approximate $1,800,000 for the year ended December 31, 1997,
the remainder will be primarily used to complete the manufacturing facility.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
An annual meeting of the Shareholders of the Company was held on April
27, 1997, in Fort Collins, Colorado, for the purpose of re-electing Mr. John E.
Urheim, Dr. D. Walter Cohen, Dr. Jere E. Goyan and Dr. R. Bruce Merrifield to
the Board of Directors as Class A directors, approving the Company's 1997
Employee Stock Purchase Plan, approving an amendment to the Company's Amended
and Restated Performance Stock Option Plan and ratifying the appointment of the
Company's independent auditors.
The following votes were cast by the Shareholders with respect to the
election of directors:
Shares Shares Shares
Voted Voted Voted Broker
For Against Abstained Non-Votes
--------- ------- --------- ---------
Mr. John E. Urheim 8,983,535 184,233 0 0
Dr. D. Walter Cohen 8,983,410 184,358 0 0
Dr. Jere E. Goyan 8,983,535 184,233 0 0
Dr. R. Bruce Merrifield 8,983,410 184,358 0 0
The other directors whose term continues after the meeting are Dr. G.
Lee Southard, C. Rodney O'Connor, H. Stuart Campbell, William C. O'Neil, Jr.
and David Bethune.
The following votes were cast by the Shareholders with respect to the
approval of the Company's 1997 Employee Stock Purchase Plan:
Shares Shares Shares
Voted Voted Voted Broker
For Against Abstained Non-Votes
--------- ------- --------- ---------
4,273,537 419,076 160,095 0
The following votes were cast by the Shareholders with respect to
the approval of an amendment to the Company's Amended and Restated Performance
Stock Option Plan:
Shares Shares Shares
Voted Voted Voted Broker
For Against Abstained Non-Votes
--------- ------- --------- ---------
3,391,863 729,069 0 0
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The following votes were cast by the Shareholders with respect to
the resolution to ratify the Board of Directors' selection of Deloitte & Touche
LLP as the Company's independent auditors for the fiscal year ending December
31, 1997:
Shares Shares Shares
Voted Voted Voted Broker
For Against Abstained Non-Votes
--------- ------- --------- ---------
9,034,403 96,593 56,562 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period ended
June 30, 1997.
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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, thereunto duly authorized.
ATRIX LABORATORIES, INC.
(Registrant)
August 1, 1997 By: /s/ John E. Urheim
----------------------------------------
John E. Urheim
Vice Chairman of the Board of
Directors and Chief Executive Officer
August 1, 1997 By: /s/ Brian G. Richmond
----------------------------------------
Brian G. Richmond
Corporate Controller, Assistant
Secretary, and Assistant Treasurer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27 - Financial Data Schedule