Edgar Filing: ATRIX LABORATORIES INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 2002.
REGISTRATION NO. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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ATRIX LABORATORIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 84-1043826
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

2579 MIDPOINT DRIVE
FORT COLLINS, COLORADO 80525
(970) 482-5868
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)

BRIAN G. RICHMOND
CHIEF FINANCIAL OFFICER AND ASSISTANT SECRETARY
ATRIX LABORATORIES, INC.
2579 MIDPOINT DRIVE
FORT COLLINS, COLORADO 80525
(970) 482-5868
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:
BRIAN V. CAID, ESQ.
JULIE A. HERZOG, ESQ.
MORRISON & FOERSTER LLP
370 SEVENTEENTH STREET, SUITE 5200
DENVER, COLORADO 80202
(303) 592-1500

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this Registration Statement

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
---------------------------------------------------- ------------------- ------------------- ------------------- ------------------

Common Stock, $0.001 par value per share(2) 13,649 $22.595 $308,399.16 $28.37

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(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act of 1933
based on the average of the high and low selling prices per share of the
registrant's common stock on February 1, 2002 as reported on The Nasdaq National
Market.

(2) Each share of common stock includes a right to purchase one
one-hundredth of a share of Series A Preferred Stock pursuant to a Rights
Agreement between the registrant and American Stock Transfer & Trust Company, as
rights agent.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 6, 2002

UP TO 13,649 SHARES

ATRIX LABORATORIES, INC.

COMMON STOCK

Ferghana Partners Inc., the selling stockholder, is selling up to
13,649 shares of our common stock, all of which are issuable upon the exercise
of a warrant issued to the selling stockholder. We will receive proceeds upon
the exercise of the warrant. We will not receive any proceeds from the sale of
shares offered by the selling stockholder.

Our common stock is quoted on the Nasdaq National Market under the
symbol "ATRX." On February 1, 2002, the last reported sale price of our common
stock was $22.99 per share.

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INVESTING IN OUR SECURITIES INVOLVES RISKS. BEFORE BUYING OUR
SECURITIES, YOU SHOULD REFER TO THE RISK FACTORS INCLUDED IN THIS PROSPECTUS
BEGINNING ON PAGE 1.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

February ___, 2002

TABLE OF CONTENTS

Risk Factors.............................................................................................1

Forward Looking Statements...............................................................................9

Atrix Laboratories, Inc..................................................................................9

Use of Proceeds.........................................................................................10

Selling Stockholder.....................................................................................10

Plan of Distribution....................................................................................11

Legal Matters...........................................................................................14

Experts.................................................................................................14

Where You Can Find More Information.....................................................................14

Incorporation of Documents by Reference.................................................................15

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YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND IN ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES
YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE
WILL NOT MAKE AN OFFER TO SELL THESE SECURITIES IN ANY JURISDICTION WHERE THE
OFFER AND SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION
APPEARING IN THIS PROSPECTUS, AS WELL AS INFORMATION WE PREVIOUSLY FILED WITH
THE SEC AND INCORPORATED BY REFERENCE, IS ACCURATE AS OF THE DATE ON THE FRONT
COVER OF THIS PROSPECTUS ONLY. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.

RISK FACTORS

You should carefully consider the following risk factors and the other
information contained or incorporated by reference in this prospectus before
purchasing shares of our common stock. Investing in our common stock involves a
high degree of risk. If any of the events described in the following risk
factors occur, our business and financial condition could be seriously harmed.
In addition, the trading price of our common stock could decline due to the
occurrence of any of such events, and you may lose all or part of your
investment.

WE HAVE A HISTORY OF OPERATING LOSSES AND ANTICIPATE FUTURE LOSSES.

Since our inception, our focus has been to invest significant time and
money into research and development of new and innovative products. Because of
our time and financial commitments to these new products, we have operated at a
loss for four of the previous five years. Furthermore, our research and
development activities may result in additional operating losses for the
foreseeable future. We cannot assure you that any particular product will ever
be approved or achieve market penetration.

To support our research and development of certain product candidates,
we may rely on agreements with collaborators, licensors or others that provide
financial and clinical support. If any of these agreements were terminated or
substantially modified, we may incur additional losses. In addition, our ability
to achieve profitability will depend on our ability to obtain regulatory
approval and successful commercialization of our products. We cannot assure you
that we will be able to achieve revenue growth or profitability.

WE MUST OBTAIN DOMESTIC AND FOREIGN REGULATORY APPROVAL OF OUR PRODUCT
CANDIDATES, WHICH REQUIRES A SIGNIFICANT AMOUNT OF TIME AND MONEY.

We must obtain approval from the United States Food and Drug
Administration, or FDA, to manufacture and market pharmaceutical products in the
United States. Other countries have similar requirements. The process that
pharmaceutical products must undergo to get this approval includes preclinical
testing and clinical trials to demonstrate safety and efficacy, and the process
is expensive and time consuming.

FDA approval can be delayed, limited or denied for many reasons,
including:

o a product candidate may be found to be unsafe or ineffective,

o the FDA may interpret data from preclinical testing and
clinical trials differently and less favorably than the way we
interpret it,

o the FDA might not approve our manufacturing processes or
facilities,

o the FDA may change its approval policies or adopt new
regulations that may negatively affect or delay our ability to
bring a product to market, and

o a product candidate may not be approved for all the
indications we requested and thus our markets may be limited.

In addition, the process of obtaining approvals in foreign countries is
also subject to delay and failure for similar reasons. Any delay in, or failure
to receive, approval will have a material adverse effect on our business and
financial condition.

We are also required to comply with the FDA's current Good
Manufacturing Practice, or GMP, regulations. GMP regulations include
requirements relating to quality control, quality assurance and maintenance of
records and documentation. Manufacturing facilities are subject to inspection by
the FDA and must be approved before we can use them in the commercial
manufacturing of our products. If we or our contract manufacturers are unable to
comply with the applicable GMP requirements and other FDA regulatory
requirements, our business may be harmed.

CLINICAL TRIALS ARE EXPENSIVE AND THEIR OUTCOME IS UNCERTAIN.

Before obtaining regulatory approvals for the commercial sale of any
products, we or our partners must demonstrate through preclinical testing and
clinical trials that our product candidates are safe and effective for use in
humans. Some of our product candidates are in the early stage of development. We
spend and will continue to spend a significant amount of financial resources
conducting preclinical testing and clinical trials.

Completion of clinical trials may take several years or more and the
length of time can vary substantially. Our initiation and rate of completion of
clinical trials may be delayed by many factors, including:

o our inability to recruit patients at a sufficient rate,

o the failure of clinical trials to demonstrate a product
candidate's efficacy,

o our inability to follow patients adequately after treatment,

o our inability to predict unforeseen safety issues,

o our inability to manufacture sufficient quantities of
materials for clinical trials,

o the potential for unforeseen governmental or regulatory
delays,

o lack of sufficient financial resources, and

o inability to satisfy FDA requirements which may result in the
clinical trials being repeated.

In addition, the results from preclinical testing and early clinical
trials do not always predict results of later clinical trials. A number of new
drugs have shown encouraging results in

early clinical trials, but subsequently failed to establish sufficient safety
and efficacy data to obtain necessary regulatory approvals. If a product
candidate fails to demonstrate safety and efficacy in clinical trials, this
failure may delay development of other product candidates and hinder our ability
to conduct related preclinical testing and clinical trials. As a result of these
failures, we may also be unable to find additional collaborators or to obtain
additional financing. Our business and financial condition may be materially
adversely affected by any delays in, or termination of, our clinical trials.

Furthermore, to market our products outside the United States, our
products are subject to additional clinical trials and approvals even though the
products have been approved in the United States. To meet any additional
requirements that might be imposed by foreign governments, we may incur
additional costs that will inhibit our profitability. If the approvals are not
obtained or will be too expensive to obtain, foreign distribution may not be
feasible, which could harm our business.

OUR FUTURE PROFITABILITY DEPENDS ON THE DEVELOPMENT OF NEW PRODUCTS.

We currently have a variety of new products in various stages of
research and development and are working on possible improvements, extensions or
reformulations of some existing products. These research and development
activities, as well as the clinical testing and regulatory approval process,
which must be completed before commercial quantities of these products can be
sold, will require significant commitments of personnel and financial resources.
Delays in the research, development, testing and approval processes will cause a
corresponding delay in revenue generation from those products. Regardless of
whether they are ever released to the market, the expense of such processes will
have already been incurred.

We reevaluate our research and development efforts regularly to assess
whether our efforts to develop a particular product or technology are
progressing at the rate that justifies our continued expenditures. On the basis
of these reevaluations, we have abandoned in the past, and may abandon in the
future, our efforts on a particular product or technology. We cannot assure you
that any product we are researching or developing will ever be successfully
released to the market. If we fail to take a product or technology from the
development stage to market on a timely basis, we may incur significant expenses
without a near-term financial return.

WE RELY HEAVILY ON OUR RELATIONSHIPS WITH OUR COLLABORATORS, AND IF WE FAIL TO
MAINTAIN SUCH RELATIONSHIPS, IF THE COLLABORATORS DO NOT PERFORM SATISFACTORILY
OR IF DISPUTES ARISE BETWEEN US AND A COLLABORATOR, OUR BUSINESS COULD BE
HARMED.

We form strategic relationships with collaborators to help us develop,
commercialize and market many of our products. Our arrangements with
collaborators are critical to commercializing our products. Although some of our
revenues are obtained from strategic partners' research and development payments
and upon achievement of certain milestones and sales from certain of our
products that we market directly, we expect that most of our future revenues
will be obtained from royalty payments from sales or a percentage of profits of
products licensed to our collaborators. We cannot assure you that these
relationships will

continue or that our collaborators will perform satisfactorily. Failure to make
or maintain these arrangements or form new arrangements or a delay in a
collaborator's performance could adversely affect our business and financial
condition.

Disputes may arise between us and a collaborator. Such a dispute could
delay the program on which we are working with the collaborator. It could also
result in expensive arbitration or litigation, which may not be resolved in our
favor. In addition, our collaborators could merge with or be acquired by another
company or experience financial or other setbacks unrelated to our collaboration
that could, nevertheless, adversely affect us.

WE HAVE LIMITED EXPERIENCE IN SELLING AND MARKETING OUR PRODUCTS.

We have limited experience in marketing and selling our products. To
achieve commercial success for any products, we must either develop a marketing
and sales force or contract with another party, including collaborators, to
perform these services for us. In either case, we will be competing with
companies that have experienced and well-funded marketing and sales operations.
To the extent we undertake to market or co-market our own products, we will
require additional expenditures and management resources. We cannot assure you
that we will be successful in developing a marketing and sales force or in
contracting with a third party on acceptable terms to sell our products.

IF THERE IS NO MARKET ACCEPTANCE OF OUR PRODUCTS, OUR REVENUES WILL BE REDUCED.

Our products may not gain market acceptance among physicians, patients,
third-party payors and the medical community. The degree of market acceptance of
any of our products or product candidates will depend on a number of factors,
including:

o demonstration of their clinical efficacy and safety,

o their cost-effectiveness,

o their potential advantage over alternative existing and newly
developed treatment methods,

o the marketing and distribution support they receive, and

o reimbursement policies of government and third-party payors.

Our products and product candidates, if successfully developed, will
compete with a number of drugs and therapies currently manufactured and marketed
by major pharmaceutical and other biotechnology companies. Our products may also
compete with new products currently under development by others or with products
which may cost less than our products. Physicians, patients, third-party payors
and the medical community may not accept or utilize our products. If our
products do not achieve significant market acceptance, our business and
financial condition will be materially adversely affected.

WE CONDUCT OPERATIONS IN FOREIGN COUNTRIES WHICH ARE SUBJECT TO RISKS AND OUR
PLANS FOR INTERNATIONAL EXPANSION MAY NOT SUCCEED, WHICH WOULD HARM OUR REVENUES
AND PROFITABILITY.

We conduct operations in foreign countries which are subject to certain
risks. In addition, one of our strategies for increasing our revenues depends on
expansion into international markets. Our international operations may not
succeed for a number of reasons, including:

o difficulties in managing foreign operations,

o fluctuations in currency exchange rates or imposition of
currency exchange controls,

o competition from local and foreign-based companies,

o issues relating to uncertainties of laws and enforcement
relating to the protection of intellectual property,

o unexpected changes in trading policies and regulatory
requirements,

o duties and taxation issues,

o language and cultural differences,

o general political and economic trends, and

o expropriation of assets, including bank accounts, intellectual
property and physical assets by foreign governments.

Accordingly, we may not be able to successfully execute our business
plan in foreign markets. If we are unable to achieve anticipated levels of
revenues from our international operations, our revenues and profitability will
decline.

OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY AND DEFEND OURSELVES FROM
INTELLECTUAL PROPERTY SUITS COULD HARM OUR COMPETITIVE POSITION AND OUR
FINANCIAL PERFORMANCE.

We rely heavily on our proprietary information in developing and
manufacturing our products. We attempt to protect our intellectual property
rights through patents, trade secrets and other measures. Despite our efforts to
protect our proprietary rights from unauthorized use or disclosure, parties,
including former employees or consultants of ours, may attempt to disclose,
obtain or use our proprietary information or technologies. The steps we have
taken may not prevent misappropriation of our proprietary information and
technologies, particularly in foreign countries where laws or law enforcement
practices may not protect our proprietary rights as fully as in the United
States. Unauthorized disclosure of our proprietary information could harm our
competitive position.

Intellectual property claims brought against us, regardless of their
merit, could result in costly litigation and the diversion of our financial
resources and technical and management personnel. Further, if such claims are
proven valid, through litigation or otherwise, we may be required to change our
trademarks and pay financial damages, which could harm our profitability and
financial performance.

IF WE ENGAGE IN ACQUISITIONS, WE WILL INCUR A VARIETY OF COSTS, AND WE MAY
NOT BE ABLE TO REALIZE THE ANTICIPATED BENEFITS.

From time to time, we engage in preliminary discussions with third
parties concerning potential acquisitions of products, technologies and
businesses. Although there are currently no commitments or agreements with
respect to any acquisitions, in the future, we may pursue acquisitions of
additional products, technologies or businesses. Acquisitions involve a number
of risks, including:

o difficulties in and costs associated with the assimilation of
the operations, technologies, personnel and products of the
acquired companies,

o assumption of known or unknown liabilities or other
unanticipated events or circumstances,

o risks of entering markets in which we have limited or no
experience, and

o potential loss of key employees.

Any of these risks could harm our ability to achieve levels of
profitability of acquired operations or to realize other anticipated benefits of
an acquisition.

WE MAY SEEK TO RAISE ADDITIONAL FUNDS, AND ADDITIONAL FUNDING MAY BE DILUTIVE TO
STOCKHOLDERS OR IMPOSE OPERATIONAL RESTRICTIONS.

Any additional equity financing may be dilutive to our stockholders and
debt financing, if available, may involve restrictive covenants, which may limit
our operating flexibility with respect to certain business matters. If
additional funds are raised through the issuance of equity securities, the
percentage ownership of our stockholders will be reduced. These stockholders may
experience additional dilution in net book value per share and any additional
equity securities may have rights, preferences and privileges senior to those of
the holders of our common stock.

OUR FUTURE PERFORMANCE DEPENDS ON OUR ABILITY TO ATTRACT AND RETAIN KEY
PERSONNEL.

Our success depends in part on our ability to attract and retain highly
qualified management and scientific personnel. Competition for personnel in our
industry is intense. The loss of key employees or the inability to attract key
employees could limit our ability to develop new products and result in lost
sales and diversion of management.

WE ARE SUBJECT TO ENVIRONMENTAL COMPLIANCE RISKS.

Our research, development and manufacturing involves the controlled use
of hazardous biological, chemical and radioactive materials. We are also subject
to federal, state and local government regulation in the conduct of our
business, including regulations on employee safety and our handling and disposal
of hazardous and radioactive materials. Any new regulation or change to an
existing regulation could require us to implement costly capital or operating
improvements for which we have not budgeted. We cannot assure you that these
regulations will remain the same or that we will be able to maintain compliance
with these regulations.

OUR INDUSTRY IS CHARACTERIZED BY INTENSE COMPETITION AND RAPID TECHNOLOGICAL
CHANGE, WHICH MAY LIMIT OUR COMMERCIAL OPPORTUNITIES, RENDER OUR PRODUCTS
OBSOLETE AND REDUCE OUR REVENUES.

The pharmaceutical and biotechnology industries are highly competitive.
We face intense competition from academic institutions, government agencies,
research institutions and other biotechnology and pharmaceutical companies,
including other drug delivery companies. Some of these competitors are also our
collaborators. These competitors are working to develop and market other drug
delivery systems, vaccines, antibody therapies and other methods of preventing
or reducing disease, and new small-molecule and other classes of drugs that can
be used without a drug delivery system.

Many of our competitors have much greater capital resources,
manufacturing and marketing experience, research and development resources and
production facilities than we do. Many of them also have much more experience
than we do in preclinical testing and clinical trials of new drugs and in
obtaining FDA and foreign approvals. In addition, they may succeed in obtaining
patents that would make it difficult or impossible for us to compete with their
products.

Because major technological changes can happen quickly in the
biotechnology and pharmaceutical industries, the development by competitors of
technologically improved or different products may make our product candidates
obsolete or noncompetitive.

IF THIRD-PARTY PAYORS WILL NOT PROVIDE COVERAGE OR REIMBURSE PATIENTS FOR THE
USE OF OUR PRODUCTS, OUR REVENUES AND PROFITABILITY WILL SUFFER.

The commercial success of our products is substantially dependent on
whether third-party reimbursement is available for the use of our products by
the medical profession. Medicare, Medicaid, health maintenance organizations and
other third-party payors may not authorize or otherwise budget for the
reimbursement of our products. In addition, they may not view our products as
cost-effective and reimbursement may not be available to consumers or may not be
sufficient to allow our products to be marketed on a competitive basis.
Likewise, legislative proposals to reform health care or reduce government
programs could result in lower prices for or rejection of our products. Changes
in reimbursement policies or health care cost containment

initiatives that limit or restrict reimbursement for our products may cause our
revenues to decline.

IF PRODUCT LIABILITY LAWSUITS ARE BROUGHT AGAINST US, WE MAY INCUR SUBSTANTIAL
COSTS.

Our industry faces an inherent risk of product liability claims from
allegations that our products resulted in adverse effects to the patient and
others. These risks exist even with respect to those products that are approved
for commercial sale by the FDA and manufactured in facilities licensed and
regulated by the FDA. Our insurance may not provide adequate coverage against
potential product liability claims or losses. In addition, we cannot assure you
that our current coverage will continue to be available in the future on
reasonable terms, if at all. Even if we are ultimately successful in product
liability litigation, the litigation would consume substantial amounts of our
financial and managerial resources and may create adverse publicity, all of
which would impair our ability to generate sales. If we were found liable for
any product liability claims in excess of our insurance coverage or outside our
coverage, the cost and expense of such liability could severely damage our
business and profitability.

A VARIETY OF FACTORS MAY CAUSE THE PRICE OF OUR STOCK TO BE VOLATILE.

Our stock price may fluctuate due to a variety of factors, including:

o announcements of developments related to our business or our
competitors' businesses,

o fluctuations in our operating results,

o sales of our common stock in the marketplace,

o failure to meet, or changes in, analysts' expectations,

o general conditions in the biotechnology and pharmaceutical
industries or the worldwide economy,

o announcements of innovations, new products or product
enhancements by us or by our competitors,

o developments in patents or other intellectual property rights
or any litigation relating to these rights, and

o developments in our relationships with our customers,
suppliers and collaborators.

In recent years, our stock, the stock of other pharmaceutical and
biotechnology companies and the stock market in general have experienced extreme
price fluctuations, which have been unrelated to the operating performance of
the affected companies. We cannot assure you that the market price of our common
stock will not continue to experience significant fluctuations in the future,
including fluctuations that are unrelated to our performance.

ANTI-TAKEOVER PROVISIONS AND OUR RIGHT TO ISSUE PREFERRED STOCK COULD MAKE A
THIRD-PARTY ACQUISITION DIFFICULT.

Our certificate of incorporation and bylaws and anti-takeover provisions of
Delaware law could make it difficult for a third party to acquire control of us,
even if a change in control would be beneficial to stockholders. Our certificate
of incorporation provides that our board of directors may issue, without
stockholder approval, preferred stock having such voting rights, preferences and
special rights as the board of directors may determine. Our certificate of
incorporation and bylaws also provide for a classified board, with board members
serving staggered three-year terms. In addition, we have a stockholder rights
plan, which entitles existing stockholders to rights, including the right to
purchase shares of preferred stock, in the event of an acquisition of 15% or
more of our outstanding common stock, or an unsolicited tender offer for such
shares. These provisions of Delaware law, our certificate of incorporation and
bylaws, and our stockholders rights plan may make it difficult for a third party
to acquire us.

FORWARD LOOKING STATEMENTS

This prospectus and documents incorporated by reference in this
prospectus contain "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 that address, among other things, our strategy, the anticipated
development of our products, our projected capital expenditures and liquidity,
our development of additional revenue sources, our development and expansion in
international markets, and market acceptance of our products. We intend for
these forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and we are including this statement for purposes of complying with
these safe harbor provisions. We have based these forward-looking statements on
our current expectations and projections about future events. These statements
are not guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements. These risks and
uncertainties include those described in "Risk Factors" and elsewhere in this
prospectus.

We use words such as "believe," "expect," "anticipate," "intend,"
"plan," "estimate," "should," "likely," "potential," "seek" and variations of
these words and similar expressions to identify forward-looking statements. You
should not place undue reliance on these forward-looking statements, which
reflect our management's view only as of the date of this prospectus. Except as
required by law, we do not undertake any obligation to update these statements
or publicly release the result of any revision to the forward-looking statements
that we may make to reflect events or circumstances after the date of this
prospectus or to reflect the occurrence of unanticipated events.

ATRIX LABORATORIES, INC.

We were formed in August 1986 as a Delaware corporation. In November
1998, we acquired ViroTex Corporation through the merger of our wholly owned
subsidiary, Atrix

Acquisition Corporation, with and into ViroTex. In June 1999, our wholly owned
registered subsidiary Atrix Laboratories Limited, which is based in London,
England, was organized to conduct our international operations. In February
2000, our wholly owned registered subsidiary Atrix Laboratories GmbH, based in
Frankfurt, Germany, was organized to conduct our European operations.

We are engaged primarily in the research, development and
commercialization of a broad range of medical, dental, and veterinary products
based on our proprietary drug delivery systems. With the acquisition of ViroTex,
we have a broad-based platform of drug delivery technologies that provides for
parenteral, transmucosal and topical delivery. These patented technologies have
capabilities of delivering small organic molecules, peptides, proteins, vaccines
and natural products.

Unless the context indicates otherwise, the terms "we," "our," "us" and
"Atrix" are used in this prospectus for purposes of convenience and are intended
to refer to Atrix Laboratories, Inc. and its subsidiaries. Our principal
executive offices are located at 2579 Midpoint Drive, Fort Collins, Colorado,
our telephone number is (970) 482-5868, and our facsimile number is (970)
482-1152. We maintain a website at http://www.atrixlabs.com. The reference to
our website does not constitute incorporation by reference of the information
contained at the site.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares by the selling
stockholder. The aggregate exercise price for the warrant is $180,030.31,
subject to adjustment. If the selling stockholder exercises the warrant, any
exercise proceeds we receive will be used for working capital.

SELLING STOCKHOLDER

The selling stockholder, Ferghana Partners Inc., may sell an aggregate
of up to 13,649 shares of our common stock pursuant to this prospectus. All of
these shares are issuable upon the exercise of a currently outstanding warrant
to purchase common stock held by the selling stockholder.

As of February 1, 2002, the selling stockholder beneficially owns
13,649 shares of our common stock. Based on 20,091,691 shares of our common
stock outstanding as of February 1, 2002, the selling stockholder will
beneficially own less than 1% of our outstanding common stock both prior to and
after completion of the offering. We have engaged the selling stockholder to
assist us in identifying appropriate counterparties and consummating corporate
partnering arrangements (principally out-licensing) involving our products and
technology, including our Bioerodible Mucoadhesive (BEMA(TM)) technology and its
application to therapeutic drugs for the treatment of migraines and nausea, and
identifying and executing acquisitions by us of one or more drug delivery or
other companies, products or technologies. We issued the warrant to the selling
stockholder in connection with such engagement. Except as described in the two
preceding sentences, the selling stockholder does not have, and within the past
three years has not had, any position, office or other material relationship
with us or any of

our predecessors or affiliates. The information in this section of the
prospectus regarding share ownership by the selling stockholder and material
relationships of the selling stockholder is based on our records and on
information provided to us as of February 1, 2002 by our transfer agent and by
the selling stockholder. We determined beneficial ownership according to Rule
13d-3 of the Securities Exchange Act as of that date.

The selling stockholder may from time to time offer and sell any or all
of its shares that are registered under this prospectus. Because the selling
stockholder is not obligated to sell its shares, and because the selling
stockholder may also acquire publicly traded shares of our common stock, we
cannot estimate how many shares the selling stockholder will own after this
offering. We may update, amend or supplement this prospectus from time to time
to update the disclosure in this section.

PLAN OF DISTRIBUTION

The selling stockholder may offer and sell its shares with this
prospectus. We will not receive any of the proceeds of the sales of these
shares. Offers and sales of shares made with this prospectus must comply with
the terms of the warrant to purchase such shares. However, the selling
stockholder may resell all or a portion of its shares without this prospectus in
open market transactions in reliance upon available exemptions under the
Securities Act, if any, provided they meet the criteria and conform to the
requirements of one of these exemptions.

WHO MAY SELL AND APPLICABLE RESTRICTIONS

The selling stockholder may offer and sell shares with this prospectus
directly to purchasers. The selling stockholder may donate, pledge or otherwise
transfer its shares to any person so long as the transfer complies with
applicable securities laws and the warrant to purchase such shares. As a result,
donees, pledgees, transferees and other successors in interest that receive such
shares as a gift, distribution or other non-sale related transfer may offer
shares of common stock under this prospectus.

The selling stockholder may from time to time offer shares through
brokers, dealers or agents. Brokers, dealers, agents or underwriters
participating in transactions may receive compensation in the form of discounts,
concessions or commissions from the selling stockholder (and, if they act as
agent for the purchaser of the shares, from that purchaser). The discounts,
concessions or commissions may be in excess of those customary in the type of
transaction involved. Any brokerage commissions and similar selling expenses
attributable to the sale of shares covered by this prospectus will be borne by
the selling stockholder. In order to comply with some state securities laws, the
shares may be sold in those jurisdictions only through registered or licensed
brokers or dealers.

The selling stockholder and any brokers, dealers or agents who
participate in the distribution of the shares may be deemed to be underwriters,
and any profits on the sale of shares by them and any discounts, commissions or
concessions received by any broker, dealer or agent may be deemed underwriting
discounts and commissions under the Securities Act. The selling stockholder has
advised us that, as of the date of this prospectus, it has not entered into any
plan,

arrangement or understanding with a broker, dealer or underwriter regarding
sales of shares with this prospectus.

PROSPECTUS DELIVERY

A prospectus supplement or a post-effective amendment may be filed with
the Securities and Exchange Commission to disclose additional information with
respect to the distribution of the shares. In particular, if we receive notice
from the selling stockholder that a donee, pledgee, transferee or other
successor intends to sell more than 500 shares of our common stock, or that a
selling stockholder has entered into a material arrangement with an underwriter
or broker-dealer for the sale of shares covered by this prospectus, then to the
extent required we will file a supplement to this prospectus.

MANNER OF SALES

The selling stockholder will act independently of the Company in making
decisions with respect to the timing, manner and size of each sale. Sales may be
made over the Nasdaq National Market, the over-the-counter market, or any other
national securities exchange or quotation service on which the securities may be
listed or quoted at the time of sale. The shares may be sold at then prevailing
market prices, at prices related to prevailing market prices, at fixed prices or
at other negotiated prices.

The shares may be sold according to one or more of the following
methods:

o a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;

o purchases by a broker or dealer as principal and resale by the
broker or dealer for its account as allowed under this
prospectus;

o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;

o pledges of shares to a broker-dealer or other person, who may,
in the event of default, purchase or sell the pledged shares;

o an exchange distribution under the rules of the exchange;

o face-to-face transactions between sellers and purchasers
without a broker-dealer;

o through the writing of options; and

o any other method permitted pursuant to applicable law.

In addition, selling stockholder may generally enter into option,
derivative or hedging transactions with respect to the shares, and any related
offers or sales of shares may be made under this prospectus. The selling
stockholder may, for example:

o enter into transactions involving short sales of the shares by
broker-dealers in the course of hedging the positions they
assume with the selling stockholder;

o sell shares short themselves and deliver the shares registered
hereby to settle such short sales or to close out stock loans
incurred in connection with their short positions;

o write call options, put options or other derivative
instruments (including exchange-traded options or privately
negotiated options) with respect to the shares, or which they
settle through delivery of the shares;

o enter into option transactions or other types of transactions
that require the selling stockholder to deliver shares to a
broker, dealer or other financial institution, who may then
resell or transfer the shares under this prospectus; or

o loan or pledge the shares to a broker, dealer or other
financial institution, who may sell the loaned shares.

These option, derivative and hedging transactions may require the
delivery to a broker, dealer or other financial institution of shares offered
under this prospectus, and that broker, dealer or other financial institution
may resell those shares under this prospectus.

If a material arrangement with any broker-dealer or other agent is
entered into for the sale of any shares of common stock through a block trade,
special offering, exchange distribution, secondary distribution, or a purchase
by a broker or dealer, a prospectus supplement will be filed, if necessary,
pursuant to Rule 424(b) under the Securities Act disclosing the material terms
and conditions of these arrangements.

Under the Securities Exchange Act of 1934, any person engaged in the
distribution of the shares of common stock may not simultaneously engage in
market-making activities with respect to common stock for five business days
prior to the start of the distribution. In addition, the selling stockholder and
any other person participating in a distribution will be subject to the Exchange
Act, which may limit the timing of purchases and sales of common stock by the
selling stockholder or any other person.

INDEMNIFICATION

The selling stockholder may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of the shares against
some liabilities, including liabilities arising under the Securities Act.

LEGAL MATTERS

The validity of the common stock offered by this prospectus will be
passed upon for us by Morrison & Foerster LLP. As of the date of this
prospectus, members of Morrison & Foerster LLP beneficially owned 1,257 shares
of our common stock and held options to acquire an additional 28,700 shares of
our common stock. Warren L. Troupe, one of our directors, is a partner at
Morrison & Foerster LLP. Any underwriters will be advised about other issues
relating to any offering by their own legal counsel named in the applicable
prospectus supplement.

EXPERTS

The consolidated financial statements as of December 31, 2000 and 1999,
and for each of the three years in the period ended December 31, 2000,
incorporated by reference in this prospectus, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, incorporated by
reference herein (which reports express an unqualified opinion and include an
explanatory paragraph referring to a change in accounting principle), and have
been so incorporated by reference herein in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

The financial statements of Transmucosal Technologies, Ltd.
incorporated by reference in this prospectus from our Amendment No. 1 on Form
10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2000,
have been audited by KPMG, independent auditors, as stated in their report,
which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the SEC.
Our filings with the SEC are available to the public on the Internet at the
SEC's web site at http://www.sec.gov. You may also read and copy any document we
file with the SEC at the SEC's public reference rooms at the following
addresses:

450 Fifth Street, N.W. 500 West Madison Street
Room 1024 Suite 1400
Washington, DC 20549 Chicago, Illinois 60661

Please call the SEC at 1-800-SEC-0330 for more information about their
public reference rooms and their copy charges. Our SEC filings and other
information concerning us are also available at The Nasdaq Stock Market, Inc. at
1735 K Street, N.W., Washington, D.C. 20006.

The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. Any information that we refer to in this
manner is considered part of this prospectus. Any information that we file with
the SEC after the date of this prospectus will automatically

update and supersede the information contained in this prospectus. This
prospectus does not include all the information in the registration statement
and documents incorporated by reference. You should refer to the documents and
to the exhibits to the registration statement for a more complete understanding
of the matter involved.

INCORPORATION OF DOCUMENTS BY REFERENCE

We are incorporating by reference the following documents that we have
previously filed with the SEC:

1. Our Annual Report on Form 10-K for the year ended December 31, 2000,
and Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the
year ended December 31, 2000 (File No. 0-18231).

2. Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001 (File No. 0-18231).

3. Our Current Report on Form 8-K dated January 24, 2002, filed with
the SEC on February 5, 2002 (File No. 0-18231).

4. Our Current Report on Form 8-K dated December 7, 2001, filed with
the SEC on December 10, 2001 (File No. 0-18231).

5. Our Current Report on Form 8-K dated November 16, 2001, filed with
the SEC on November 27, 2001 (File No. 0-18231).

6. Our Current Report on Form 8-K dated October 15, 2001, filed with
the SEC on October 17, 2001 (File No. 0-18231).

7. Our Current Report on Form 8-K dated August 24, 2001, filed with the
SEC on August 27, 2001 (File No. 0-18231).

8. Our Current Report on Form 8-K dated August 8, 2001, filed with the
SEC on August 10, 2001 (File No. 0-18231).

9. Our Current Report on Form 8-K dated April 4, 2001, filed with the
SEC on June 20, 2001 (File No. 0-18231).

10. Our Current Report on Form 8-K dated April 20, 2001, filed with the
SEC on April 24, 2001 (File No. 0-18231).

11. Our Current Report on Form 8-K dated December 29, 2000, filed with
the SEC on February 23, 2001 (File No. 0-18231).

12. Our Current Report on Form 8-K dated December 29, 2000, filed with
the SEC on January 9, 2001 (File No. 0-18231).

13. The description of our common stock contained in our Registration
Statement on Form 8-A, filed with the SEC on January 12, 1990, including any
amendments or reports filed with the SEC for the purpose of updating such
description.

14. The description of our Series A Preferred Stock Purchase Rights
contained in our Registration Statement on Form 8-A, filed with the SEC on
October 1, 1998, as amended by Amendment No. 1 thereto on Form 8-A/A, filed with
the SEC on November 27, 2001, and any amendments or reports filed with the SEC
for the purpose of updating such description.

We are also incorporating by reference any future filings that we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this prospectus. In no event, however, will any of
the information that we disclose under Item 9 of any Current Report on Form 8-K
that we may from time to time file with the SEC be incorporated by reference
into, or otherwise included in, this prospectus.

We will furnish you without charge, on written or oral request, a copy
of any or all of the documents incorporated by reference. You should direct any
requests for documents to our Corporate Secretary, Atrix Laboratories, Inc.,
2579 Midpoint Drive, Fort Collins, Colorado 80524, telephone number (970)
482-5868. We maintain a website at http://www.atrixlabs.com. The reference to
our website does not constitute incorporation by reference of the information
contained at the site.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses, other than underwriting discounts and commissions, in
connection with the issuance and distribution of the securities being
registered, for which the selling stockholder has agreed to reimburse us, are as
follows:

Securities Act Registration Fee.................... $ 28.37
Printing and Engraving Expenses.................... 1,000.00*
Legal Fees and Expenses............................ 25,000.00*
Accounting Fees and Expenses....................... 3,000.00*
Miscellaneous...................................... 971.63*
-----------------

Total..................................... $ 30,000.00*
================

* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware, or
the DGCL, provides that directors and officers of Delaware corporations may,
under certain circumstances, be indemnified against expenses (including
attorneys' fees) and other liabilities actually and reasonably incurred by them
as a result of any suit brought against them in their capacity as a director or
officer, if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, if they had no reasonable cause to believe
their conduct was unlawful. Section 145 also provides that directors and
officers may also be indemnified against expenses (including attorneys' fees)
incurred by them in connection with a derivative suit if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made
without court approval if such person was adjudged liable to the corporation.

The Registrant has implemented such indemnification provisions in its
Amended and Restated Certificate of Incorporation and Bylaws which provide that
officers and directors shall be entitled to be indemnified by the Registrant to
the fullest extent permitted by law against all expenses, liabilities and loss
including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred in connection with
any action, suit or proceeding by reason of the fact that he or she is or was an
officer or director of the Registrant.

The above discussion of the Registrant's Amended and Restated
Certificate of Incorporation and Bylaws and of the DGCL is not intended to be
exhaustive and is qualified in its entirety by such Certificate of
Incorporation, Bylaws and statutes.

II-1

Pursuant to Section 145(g) of the DGCL the Registrant maintains
insurance on behalf of the directors and officers serving at the request of the
Registrant.

The Registration Rights Agreement relating to the 7% Convertible
Subordinated Notes due 2004 provides for indemnification by each of the initial
purchasers specified therein, their successors, assigns and direct and indirect
transferees, in specified circumstances, of the Registrant, the other initial
purchasers and other selling holders, and each of their respective directors,
officers, partners, employees, representatives, agents and controlling parties,
and by the Registrant of the initial purchasers specified therein, their
successors, assigns and direct and indirect transferees, each of their
respective directors, officers, partners, employees, representatives, agents and
underwriters, officers and directors of the underwriters, and each person, if
any, controlling any such initial purchaser, transferee, underwriter or holder,
in specified circumstances, for certain liabilities arising under the Securities
Act or otherwise.

ITEM 16. EXHIBITS.

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 (1)

2.2 Certificate of Merger of Atrix Acquisition Corporation into
ViroTex Corporation dated November 24, 1998 (1)

4.1 Amended and Restated Certificate of Incorporation (2)

4.2 Certificate of Amendment to Amended and Restated Certificate
of Incorporation filed with the Delaware Secretary of State on
June 1, 2001 (3)

4.3 Eighth Amended and Restated Bylaws (4)

4.4 Form of Common Stock Certificate (5)

4.5 Indenture, dated November 15, 1997, by and among the Company
and State Street Bank and Trust Company of California, N.A.,
as trustee thereunder (6)

4.6 Form of Note (included in Indenture, see Exhibit 4.5)

4.7 Amended and Restated Rights Agreement dated as of November 16,
2001 between the Company and American Stock Transfer & Trust
Company, as Rights Agent (including form of Right Certificate,
as Exhibit A, and the form of Summary of Rights, as Exhibit B)
(7)

4.8 Warrant to purchase 6,750 shares of Atrix Common Stock issued
to Gulfstar Investments, Limited (2)

II-2

4.9 Registration Rights Agreement, dated as of November 15, 1997,
by and among the Company and NationsBanc Montgomery
Securities, Inc. and SBC Warburg Dillon Read, Inc. (6)

4.10 Certificate of Designation of the Series A Preferred Stock
filed with the State of Delaware on September 25, 1998 (8)

4.11 Certificate of Designation of Preferences and Rights of Series
A Convertible Exchangeable Preferred Stock filed with the
State of Delaware on July 18, 2000 (9)

4.12 Company Registration Rights Agreement, dated as of July 18,
2000, by and between the Company and Elan International
Services, Ltd., or EIS (9)

4.13 Warrant, dated as of July 18, 2000, issued by the Company to
EIS (9)

4.14 Convertible Promissory Note, dated as of July 18, 2000, issued
by the Company to EIS (9)

4.15 Warrant, dated as of April 4, 2001, issued by the Company to
Ferghana Partners Inc.

5.1 Opinion of Morrison & Foerster LLP

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of KPMG

23.3 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

24.1 Power of Attorney (See page II-7)

(1) Incorporated by reference to Registrant's Current Report on Form 8-K
dated November 24, 1998, as filed with the Securities and Exchange
Commission.

(2) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, as filed with the
Commission.

(3) Incorporated by reference to Exhibit 4.2 of Registrant's Pre-Effective
Amendment No. 1 to Registration Statement on Form S-3/A, as filed with
the Commission on June 5, 2001.

(4) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, as filed with the
Commission on March 14, 2000.

(5) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993 as filed with the
Commission.

(6) Incorporated by reference to Registrant's Current Report on Form 8-K
dated November 6, 1997, as filed with the Commission on December 9,
1997.

(7) Incorporated by reference to Exhibit 4.1 to Registrant's Current Report
on Form 8-K dated November 6, 2001, as filed with the Commission on
November 27, 2001.

(8) Incorporated by reference to Exhibit 3.1 of Registrant's Registration
Statement on Form 8-A, as filed with the Commission on October 1, 1998.

(9) Incorporated by reference to Registrant's Current Report on Form 8-K
dated July 18, 2000, as filed with the Commission on August 4, 2000.

II-3

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in any periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

II-4

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Collins, State of Colorado, on February 4, 2002.

ATRIX LABORATORIES, INC.

By: /s/ Brian G. Richmond
-----------------------------------------------
Brian G. Richmond
Chief Financial Officer and Assistant Secretary

II-6

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David R. Bethune and Brian G. Richmond,
and each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or either of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

SIGNATURE TITLE DATE
------------------------------------ ------------------------------- ----------------

/s/ David R. Bethune Chairman of the Board and Chief
----------------------------------- Executive Officer
David R. Bethune (Principal Executive Officer) February 4, 2002

/s/ Brian G. Richmond Chief Financial Officer and Assistant
----------------------------------- Secretary (Principal Financial and
Brian G. Richmond Accounting Officer) February 4, 2002

/s/ H. Stuart Campbell Director February 4, 2002
-----------------------------------
H. Stuart Campbell

/s/ Dr. D. Walter Cohen Director February 4, 2002
-----------------------------------
Dr. D. Walter Cohen

/s/ Sander A. Flaum Director February 4, 2002
-----------------------------------
Sander A. Flaum

/s/ C. Rodney O'Connor Director February 4, 2002
-----------------------------------
C. Rodney O'Connor

/s/ Nicholas G. Bazan Director February 4, 2002
-----------------------------------
Nicholas G. Bazan

/s/ Warren L. Troupe Director February 4, 2002
-----------------------------------
Warren L. Troupe

/s/ Dr. George J. Vuturo Director February 4, 2002
-----------------------------------
Dr. George J. Vuturo

II-7

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 (1)