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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
----- OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ________
Commission File Number 0-18231
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ATRIX LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1043826
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2579 MIDPOINT DRIVE FORT COLLINS, COLORADO 80525
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (970) 482-5868
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.001 par value
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(Title of Class)
Series A Preferred Stock Purchase Rights
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(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
The aggregate market value of voting stock held by non-affiliates of
the Registrant as of March 8, 2001 was $315,423,419.
The number of shares outstanding of the Registrant's common stock as of
March 8, 2001 was 14,887,241.
Documents incorporated by reference:
Part III, Items 10, 11, 12, and 13 are incorporated by reference to the
definitive Proxy Statement for the Registrant's Annual Meeting of Stockholders
scheduled to be held on May 7, 2001
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EXPLANATORY NOTE
This Amendment on Form 10-K/A amends the Registrant's Annual Report on
Form 10-K, as filed by the Registrant on March 14, 2001, and is being filed
solely to include under Item 14 the audited financial statements required by
Rule 3-09 of Regulation S-X of the Registrant's joint venture, Transmucosal
Technologies Ltd. Transmucosal Technologies is a Bermuda company owned by the
Registrant and Elan International Services Ltd., a wholly owned subsidiary of
Elan Corporation plc, holding 80.1% and 19.9% (non-voting shares) of the shares,
respectively. Except as otherwise stated herein, all other information contained
in the original Report was current as of the date of filing of the Report on
March 14, 2001 and has not been updated by this Amendment No. 1.
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PART IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) Our following documents are filed as part of this Report:
1. Consolidated Financial Statements
Independent Auditors' Report
Consolidated Balance Sheets - December 31, 2000 and
1999
Consolidated Statements of Operations - Years Ended
December 31, 2000, 1999, and 1998
Consolidated Statements of Changes in Shareholders'
Equity - Years Ended December 31, 2000, 1999, and
1998
Consolidated Statements of Cash Flows - Years Ended
December 31, 2000, 1999, and 1998
Notes to the Consolidated Financial Statements
2. Consolidated Financial Statement Schedules
The following financial statements of Transmucosal
Technologies Ltd., the Registrant's joint venture with Elan
International Services Ltd., a wholly owned subsidiary of Elan
Corporation plc, are filed as part of this Report.
Independent Auditors' Report
Balance Sheet as at December 31, 2000
Statement of Loss for the Period from July 14, 2000
(Date of Incorporation) to December 31, 2000
Statement of Changes in Shareholders' Equity for the
Period from July 14, 2000 (Date of Incorporation)
to December 31, 2000
Statement of Cash Flows for the Period from July 14,
2000 (Date of Incorporation) to December 31, 2000
Notes to the Financial Statements
Other schedules for which provision is made in the
applicable regulations of the Securities and Exchange
Commission have been omitted because they are not required
under the related instructions or the information related is
contained elsewhere in the financial statements.
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3. Exhibits
The exhibits are set forth in the Exhibit Index.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter ended December 31, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
our behalf by the undersigned, thereunto duly authorized.
ATRIX LABORATORIES, INC.
AND SUBSIDIARIES
(Registrant)
Date: May 31, 2001 By: /s/ Brian G. Richmond
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Brian G. Richmond
Chief Financial Officer
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[KPMG LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Transmucosal Technologies Ltd.
as at December 31, 2000 and the related statement of loss, changes in
shareholders' equity and cash flows for the period from July 14, 2000 (Date of
Incorporation) to December 31, 2000. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Transmucosal Technologies Ltd.
as at December 31, 2000 and the results of its operations and its cash flows for
the period from July 14, 2000 (Date of Incorporation) to December 31, 2000 in
conformity with United States generally accepted accounting principles.
/s/ KPMG
Chartered Accountants
Hamilton, Bermuda
April 20, 2001
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TRANSMUCOSAL TECHNOLOGIES LTD.
Balance Sheet
December 31, 2000
(Expressed in United States Dollars)
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Liabilities
Accounts payable and accrued expenses $ 269,931
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Total liabilities 269,931
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Shareholders' equity
Share capital (Note 5) 12,000
Share premium (Note 6) 14,988,000
Retained deficit (15,269,931)
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Total shareholders' equity (269,931)
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Total liabilities and shareholders' equity $ --
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See accompanying notes to financial statements
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TRANSMUCOSAL TECHNOLOGIES LTD.
Statement of Loss
Period from July 14, 2000 (Date of Incorporation) to December 31, 2000
(Expressed in United States Dollars)
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Expenses
Research and development (Note 3) $ 251,482
License fee (Note 4) 15,000,000
General and administrative 18,449
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Total operating expenses 15,269,931
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Net loss $ (15,269,931)
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See accompanying notes to financial statements
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TRANSMUCOSAL TECHNOLOGIES LTD.
Statement of Changes in Shareholders' Equity
Period from July 14, 2000 (Date of Incorporation) to December 31, 2000
(Expressed in United States Dollars)
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Share Capital
Balance at beginning of period $ --
Shares issued during the period (Note 5) 12,000
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Balance at end of period 12,000
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Share premium
Balance at beginning of period --
Share premium during the period (Note 6) 14,988,000
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Balance at end of period 14,988,000
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Retained deficit
Balance at beginning of period --
Net loss for the period (15,269,931)
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Balance at end of period (15,269,931)
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Total shareholders' equity $ (269,931)
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See accompanying notes to financial statements
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TRANSMUCOSAL TECHNOLOGIES LTD.
Statement of Cash Flows
Period from July 14, 2000 (Date of Incorporation) to December 31, 2000
(Expressed in United States Dollars)
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Cash flows from operating activities
Net loss $(15,269,931)
Adjustments to reconcile net income to net cash
provided by operating activities
Accounts payable and accrued expenses 269,931
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Cash used by operating activities (15,000,000)
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Cash flows from financing activities
Proceeds from issuance of shares 15,000,000
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Cash provided by financing activities 15,000,000
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Net increase in cash and cash equivalents --
Cash and cash equivalents at beginning of period --
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Cash and cash equivalents at end of period $ --
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See accompanying notes to financial statements
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TRANSMUCOSAL TECHNOLOGIES LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
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1. General
Transmucosal Technologies Ltd. (the "Company") was incorporated in
Bermuda on July 14, 2000 as Atrix Newco, Ltd. The Company is owned by
Atrix Laboratories, Inc. ("Atrix") and Elan International Services Ltd.
("EIS"), a wholly-owned subsidiary of Elan Corporation plc, holding
80.1% and 19.9% (non-voting shares) of the shares respectively. On
December 14, 2000 the Company changed its name to Transmucosal
Technologies Ltd.
The primary objective of the Company is to carry on the business of the
development, testing, registration, manufacturing, commercialization,
and licensing of "Products" (as defined in the Subscription, Joint
Development and Operating Agreement ("JDOA") dated July 18, 2000)
between EIS, Atrix and the Company. The focus of the collaborative
venture will be to develop the "Products" using the Elan Intellectual
Property, the Atrix Intellectual Property and the Atrix Technology
pursuant to the JDOA.
2. Significant accounting policy
The Company follows accounting principles generally accepted in the
United States. Significant accounting policies are as follows:
(a) Going concern
These financial statements have been prepared on the basis that the
Company is a going concern. The Company's ability to continue operating
is dependent on achieving profitable operations and/or receiving
additional development funding. It is the view of management that the
Company will be a going concern based on additional development funding
as described in Note 7.
(b) Research and development costs
Research costs are charged as an expense of the period in which they
are incurred. Development costs are deferred to future periods if
certain criteria relating to future benefits are satisfied and if the
costs do not exceed the expected future benefits.
(c) Use of estimates
The preparation of financial statements in accordance with GAAP
requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ significantly from those
estimates.
3. Related party transactions
The following table summarizes the Company's related party transactions
for the period:
Research and development costs
to shareholder $251,482
These transactions are in the normal course of operations and are
measured at the exchange amount, which is the amount of consideration
established and agreed to by the related parties.
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TRANSMUCOSAL TECHNOLOGIES LTD.
Notes to Financial Statements
December 31, 2000
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4. License fee
During fiscal 2000, the Company paid a license fee to Elan Corporation plc
in the amount of $15,000,000 to acquire rights to certain Elan intellectual
property. This license fee which is nonrefundable has been expensed in the
current fiscal period.
5. Share capital
Voting common shares, of par value US$1.00 per share
6,000 shares authorised;
6,000 shares issued and outstanding $ 6,000
Non-voting convertible preferred shares, of par value
US$1.00 per share
6,000 shares authorised;
6,000 shares issued and outstanding 6,000
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$ 12,000
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At any time after July 18, 2002, each holder of the preferred shares shall
have the right to convert all, or a portion, of such preferred shares into
common shares on a one-to-one basis, as outlined in the Bye-laws of the
Company.
6. Share premium
Share premium represents amounts contributed by shareholders in excess of
the par value of the shares subscribed for.
7. Development funding
It is estimated that the Company may require an initial research and
development budget of approximately $10 million, within the first 24 to 36
months from the date of incorporation, to commence development of the
Products based upon the Elan Technology, Atrix Technology and/or Company
Technology. The Development Funding shall be applied to the Company's
research and development costs associated with development of the products.
8. Taxes
Under current Bermuda law, the Company is not required to pay any taxes in
Bermuda on either income or capital gains. The Company has received an
undertaking from the Minister of Finance in Bermuda that in the event of
such taxes being imposed, the Company will be exempted from taxation until
the year 2016.
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EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Reorganization dated November 24, 1998
by and among Atrix Laboratories, Inc., Atrix Acquisition
Corporation and ViroTex Corporation.(5)
2.2 Certificate of Merger of Atrix Acquisition Corporation into
ViroTex Corporation dated November 24, 1998.(5)
3.1 Amended and Restated Certificate of Incorporation(6)
3.2 Eighth Amended and Restated Bylaws.(8)
4.1 Form of Common Stock Certificate.(1)
4.2 Indenture, dated November 15, 1997, by and among the
Registrant and State Street Bank and Trust Company of
California, N.A., as trustee thereunder.(3)
4.3 Form of Note (included in Indenture, see Exhibit 4.2).
4.4 Rights Agreement (including form of Right Certificate, as
Exhibit A, and form of Summary of Rights, as Exhibit B)(4)
4.5 Warrant to purchase 6,750 shares of Atrix Common Stock issued
to Gulfstar Investments, Limited(6)
4.6 Certificate of Designation of the Series A Preferred Stock
filed with the State of Delaware on September 25, 1998.(9)
4.7 Certificate of Designations of Preferences and Rights of
Series A Convertible Exchangeable Preferred Stock filed with
the State of Delaware on July 18, 2000.(10)
4.8 Registration Rights Agreement, dated as of July 18, 2000,
between Registrant and Elan International Services, Ltd., or
EIS.(10)
4.9 Warrant dated as of July 18, 2000, issued by Registrant to
EIS.(10)
4.10 Convertible Promissory Note, dated as of July 18, 2000, issued
by Registrant to EIS.(10)
10.1 Employment Agreement between Registrant and John E. Urheim
dated June 4, 1993.(1)
10.2 Lease Agreement dated May 11, 1991 between the Registrant and
GB Ventures.(1)
10.3 Agreement dated December 16, 1996 between the Registrant and
Block Drug Corporation ("Block Agreement").(2)
10.3A First Amendment to Block Agreement dated June 10, 1997.(6)**
10.3B Second Amendment to Block Agreement dated July 31, 1997.(6)**
10.3C Third Amendment to Block Agreement dated February 4,
1998.(6)**
10.3D Fourth Amendment to Block Agreement dated January 12,
1999.(6)**
10.3E Fifth Amendment to Block Agreement dated January 27,
1999.(6)**
10.3F Sixth Amendment to Block Agreement dated September 24,
1999.(7)**
10.4 Registration Rights Agreement, dated as of November 15, 1997,
by and among Registrant and NationsBanc Montgomery Securities,
Inc. and SBC Warburg Dillon Read, Inc.(3)
10.5 Amended and Restated Performance Stock Option Plan, as
amended.(6)
10.6 Non-Qualified Stock Option Plan, as amended.(6)
10.7 Non-Employee Director Stock Incentive Plan.(8)
10.8 Employment Agreement between Registrant and Dr. J. Steven
Garrett dated April 17, 1995.(6)
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10.10 Employment Agreement between Registrant and Dr. David W.
Osborne dated November 24, 1998.(6)
10.11 Employment Agreement between Registrant and Dr. Richard L.
Jackson dated November 1, 1998.(6)
10.12 Personal Services Agreement between Registrant and David R.
Bethune dated August 10, 1999.(8)
10.13 Agreement between Registrant and John E. Urheim dated
August 2, 1999.(8)
10.14 Stock Purchase Agreement, dated as of August 8, 2000, by and
between Registrant and Pfizer Inc.(11)
10.15 Collaborative Research Agreement, dated as of August 8, 2000,
by and between Registrant and Pfizer Inc.(11)**
10.16 License and Royalty Agreement, dated as of August 8, 2000, by
and between Registrant and Pfizer Inc.(11)**
10.17 Collaboration, Development and Supply Agreement dated as of
August 28, 2000 between Registrant and Geneva Pharmaceuticals,
Inc.(12)**
10.18 Securities Purchase Agreement, dated as of July 18, 2000,
between Registrant and EIS.(10)**
10.19 Newco Registration Rights Agreement, dated as of July 18,
2000, among Registrant, Atrix Newco Ltd., or Newco, and
EIS.(10)
10.20 Subscription, Joint Development and Operating Agreement, dated
as of July 18, 2000, among EIS, Registrant, Newco and Elan
Pharma International Limited, or EPIL.(10)**
10.21 Company License Agreement, dated as of July 18, 2000, among
Registrant, Newco and Elan Corporation plc, or Elan.(10)**
10.22 EPIL License Agreement, dated as of July 18, 2000 among Elan,
EPIL, Newco and Registrant.(10)**
10.23 Collaboration, License and Supply Agreement, dated as of
December 8, 2000, by and between Registrant and
Sanofi-Synthelabo Inc.(13)**
10.24 Stock Purchase Agreement, dated as of December 29, 2000, by
and between Registrant and Sanofi-Synthelabo.(13)
10.25 2000 Stock Incentive Plan***
21 Subsidiaries of the Registrant***
23 Consent of Deloitte & Touche LLP***
23.1 Consent of KPMG*
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* Filed herewith.
** Confidential treatment requested.
*** Previously filed with, and incorporated by reference to, the original
Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
as filed with the Securities and Exchange Commission on March 14, 2001.
(1) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993, as filed with the
Securities and Exchange Commission.
(2) Incorporated by reference to Registrant's Current Report on Form 8-K
dated December 16, 1996, as amended on May 20, 1998, as filed with the
Securities and Exchange Commission.
(3) Incorporated by reference to Registrant's Current Report on Form 8-K
dated November 6, 1997, as filed with the Securities and Exchange
Commission on December 9, 1997.
(4) Incorporated by reference to Registrant's Registration Statement on
Form 8-A, file number 000-18231.
(5) Incorporated by reference to Registrant's Current Report on Form 8-K
dated November 24, 1998, as filed with the Securities and Exchange
Commission.
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(6) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, as filed with the
Securities and Exchange Commission.
(7) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999, as filed with the Securities
and Exchange Commission.
(8) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, as filed with the Securities and
Exchange Commission.
(9) Incorporated by reference to Registrant's Registration Statement on
Form 8-A, as filed with the Securities and Exchange Commission on
October 1, 1998, file number 000-18231.
(10) Incorporated by reference to Registrant's Current Report on Form 8-K
dated July 18, 2000, as filed with the Securities and Exchange
Commission on August 4, 2000.
(11) Incorporated by reference to Registrant's Current Report on Form 8-K
dated August 8, 2000, as filed with the Securities and Exchange
Commission on September 7, 2000.
(12) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000, as filed with the Securities
and Exchange Commission.
(13) Incorporated by reference to Registrant's Current Report on Form 8-K
dated December 29, 2000, as filed with the Securities and Exchange
Commission on February 23, 2001, Commission No. 000-18231.