SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 18, 1998
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ATRIX INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-18880 41-1591075
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
14301 Ewing Avenue South, Burnsville, Minnesota 55306
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (612) 894-6154
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ITEM 5. OTHER EVENTS.
Atrix International, Inc. (the "Company"), Atrix Acquisition Corp.
("Newco") and Steven D. Riedel have entered into an Agreement and Plan
of Merger, dated as of December 18, 1998 (the "Merger Agreement"),
pursuant to which the Company will be merged with and into Newco (the
"Merger"). As a result of the Merger, each outstanding share of common
stock, $.04 par value, of the Company ("Company Common Stock"), other
than shares of Company Common Stock held by shareholders who perfect
their dissenters' appraisal rights in accordance with the Minnesota
Business Corporation Act, will be converted into the right to receive
$2.00 in cash, without interest, per share. After the Merger, the
Company will no longer exist as a separate corporation, and Newco will
continue as the surviving corporation under the name Atrix
International, Inc. Newco is and will continue to be a privately owned
corporation, with certain officers and directors of the Company owning
100% of the outstanding stock of Newco.
In addition, pursuant to a Shareholder Agreement, dated November 24,
1998 (the "Shareholder Agreement"), between Jerry E. Mathwig and Mr.
Riedel, Mr. Mathwig, who owns 24.44% of the outstanding shares of
Company Common Stock, has agreed to vote (or cause to be voted) his
shares of Company Common Stock for the Merger Agreement (subject to
limitations under the Minnesota Control Share Acquisition Act and the
terms of the Shareholder Agreement). Mr. Mathwig has also granted to
Mr. Riedel an irrevocable proxy to vote Mr. Mathwig's shares for the
Merger, although Mr. Riedel's ability to vote more than 19.99% of the
outstanding shares of the Company common stock is subject to approval
by the Company's shareholders pursuant to the Minnesota Control Share
Acquisition Act.
Completion of the Merger is subject to various conditions, including
approval of the Company shareholders and financing.
The Merger Agreement is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
b. PRO FORMA FINANCIAL INFORMATION.
Not applicable.
c. EXHIBITS. Attached hereto.
2.1 Agreement and Plan of Merger, dated as of December 18, 1998, by
and among Atrix International, Inc., Atrix Acquisition Corp. and
Steven D. Riedel.
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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 INTERNATIONAL, INC.
(Registrant)
Dated: December 29, 1998 By /s/ Steven D. Riedel
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President and
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT ITEM METHOD OF FILING
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2.1 Agreement and Plan of Merger, dated as of
December 18, 1998, by and among Atrix
International, Inc., Atrix Acquisition Corp. and
Steven D. Riedel.................................. Filed herewith
electronically