Mathwig Jerry A – ‘SC 13D/A’ on 12/2/98 re: Atrix International Inc

As of:  Wednesday, 12/2/98   ·   Accession #:  950124-98-7145   ·   File #:  5-41312

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          10     38K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
1st Page of 10
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934 
(AMENDMENT NO. 8) 

Atrix International, Inc.   
------------------------------------------------------------------------------- 
(Name of Issuer)    

Common Stock    
------------------------------------------------------------------------------- 
(Title or Class of Securities)    

04962P102   
------------------------------------------------------------------------------- 
(CUSIP Number)    

Jerry E. Mathwig, 9031 Avila Cove, Eden Prairie, MN  55347, (612) 934-3702    
------------------------------------------------------------------------------- 
(Name, Address and Telephone Number of Person Authorized to Receive Notices   
and Communications)   

November 24, 1998 
------------------------------------------------------------------------------- 
(Date of Event which Requires Filing of this Statement) 

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check  
the following box [  ].                                                         

SC 13D/A
2nd Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Page 2 of 4                                                                     

CUSIP No.             450707 10 10 4                                            

1       NAME OF REPORTING PERSONS                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               
Jerry E. Mathwig                                

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  [ ]             
                                              (b)  [X]
3       SEC USE ONLY                                                            

4       SOURCE OF FUNDS                                                         
PF                                                    

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                         
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 [ ]     

6       CITIZENSHIP OR PLACE OF ORGANIZATION                                    
USA                                                 

                                       7  SOLE VOTING POWER          0
NUMBER OF                     
                        SHARES            8  SHARED VOTING POWER     345,500
BENEFICIALLY                      
                       OWNED BY           9  SOLE DISPOSITIVE POWER  345,500
EACH REPORTING                      
PERSON WITH                     
                                      10  SHARED DISPOSITIVE POWER   0

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
345,500                                               

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                  
CERTAIN SHARES                                          [ ]     
N/A                                                 

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1)                       
24.5%                                               

14      TYPE OF REPORTING PERSON                                                
IN                                                  

ITEM 1.  SECURITY AND ISSUER                                                    

This statement relates to the common  stock of Atrix International, Inc.  The   
principal executive office of the issuer is located at 14301 Ewing Avenue       
South, Burnsville, MN  55306.                                                   

ITEM 2.  IDENTITY AND BACKGROUND                                                

Jerry E. Mathwig                                                                
9031 Avila Cove, Eden Prairie, MN  55347                                        

The occupation of the reporting person and name and principal                   
business address of his employer is:                                            

President, Metro Sales, Inc.                                    
1640 East 78th Street                                           
Richfield, MN  55423                                            
Sales and service of photocopiers and facsimile machines        

During the last five years, such person has not been convicted in a criminal    
proceeding.                                                                     

SC 13D/A
3rd Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 3rd

Page 3 of 4                                                                     

During the last five years, such person has not been a party to a civil         
proceeding of a judicial or administrative body of competent jurisdiction and   
has not been and is not subject to a judgment, decree or final order enjoining  
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.    

Citizenship:  United States                                                     

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      
Personal funds.                                                                 

ITEM 4.  PURPOSE OF TRANSACTION  The acquisition of the issuer's securities was 
for investment.  However, the undersigned believes that certain changes in the  
issuer's business and/or management could improve its financial performance.    
Accordingly, the undersigned may seek to influence management of the issuer in  
this regard and may seek election of himself or others endorsed by him to the   
issuer's board of directors.  On November 24, 1998, Mr. Mathwig entered into a  
Shareholder Agreement (copy attached as Exhibit) with Steven D. Riedel (the     
current president and member of the Board of Directors of Atrix International,  
Inc.) which contemplates that an entity formed by Mr. Riedel will enter into a  
cash merger agreement with Atrix International, Inc. Under the Shareholder      
Agreement, Mr. Mathwig agrees to vote his shares (and appoints Riedel as proxy  
to vote his shares), to the extent that he is entitled to vote his shares under 
the Minnesota Control Share Acquisition Act (Minnesota Statute Section          
302A.671), in favor of the proposed merger at a minimum specified price and to  
refrain from voting in favor of certain competing corporate transactions.       
Consummation of the merger could result in changes to the issuer's charter      
documents, its board of directors and officers, and its capitalization, and     
would result in the removal of its securities from all public trading markets.  

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER Jerry E. Mathwig beneficially owns
345,500 shares of common stock of the issuer, representing 24.5% of the         
1,413,449 shares outstanding as of November 24, 1998.  (Note: Share amounts     
reflect a one-for-four reverse stock split on December 15, 1997.)  The 345,500  
shares beneficially owned by Mr. Mathwig include 20,000 shares owned by his     
spouse, Karen A. Mathwig (same address), over which the he has voting and       
investment power.  See Item 4 above, for information concerning a voting        
agreement and grant of proxy by Mr. Mathwig to Steven D. Riedel solely in       
connection with a proposed cash merger.  The information required by Item 2 of  
this Schedule with respect to Mr. Riedel is as follows, to the best of Mr.      
Mathwig's knowledge, without independent verification:  Steven D. Riedel,       
President and a Director of Atrix International, Inc., 14301 Ewing Avenue South,
Burnsville, Minnesota  55306.  Mr. Riedel has not been, and he is not the       
subject of any criminal or civil proceedings of the type described in Item 2, he
has not been convicted in any criminal proceedings of the type described in Item
2, and he is not subject to any judgments or orders of the type described in    
Item 2.                                                                         

Mr. Mathwig has made no purchases or sales of the securities of Atrix           
International, Inc. since his last filing of an amendment to Schedule 13D on May
22, 1998.                                                                       

SC 13D/A
4th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 4th

Page 4 of 4                                                                     

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO THE SECURITIES OF THE ISSUER                                                 
None, except as described above in Items 4 and 5.                               

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS                                       
Shareholder Agreement dated Nov. 24, 1998                                       

SIGNATURE                                                                       

      After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and  
correct.                                                                        

Date December 2, 1998                       /s/ Jerry E. Mathwig                
-----------------                       ---------------------           
                             Signature

                        Jerry E. Mathwig
                  Name/Title

       The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative.  If the statement is   
signed on behalf of a person by this authorized representative (other than an   
executive officer or general partner of this filing person), evidence of the    
representative's authority to sign on behalf of such person shall be filed with 
the statement; provided, however, that a power of attorney of this purpose      
which is already on file with the Commission may be incorporated by reference.  
The name and any title of each person who signs the statement shall be typed or 
printed beneath his signature.                                                  

ATTENTION:  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL   
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).                                       

SC 13D/A
5th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 5th

 SHAREHOLDER AGREEMENT

       AGREEMENT dated as of November 24, 1998 by and among Steven D. Riedel
("Riedel") and the other parties signatory hereto (each a "Shareholder").       

     WHEREAS, Riedel is in the process of forming a new entity ("Newco")
which proposes to enter into a merger agreement (the "Merger Agreement") with   
Atrix International, Inc., a Minnesota corporation ("Atrix"), whereby Atrix     
would be merged with and into Newco (the "Merger") and the shareholders of Atrix
would receive cash payments of at least $2.00 (the "Merger Consideration") in   
exchange for each share of Atrix common stock, par value $.01 per share ("Atrix 
Common Stock") held by each shareholder of Atrix immediately prior to the       
effective time of the Merger.                                                   

        WHEREAS, the Merger Consideration constitutes a substantial premium to
both the current per share book value and market price of Atrix Common Stock.   

         WHEREAS, Riedel has received a financing commitment with respect to the
Merger, but desires to obtain the agreement of the Shareholders before expending
substantial sums of money in connection with the formation of Newco,            
documentation with respect to financing, negotiation of a definitive Merger     
Agreement and the solicitation of proxies from Atrix Shareholders, and the      
undersigned Shareholders have agreed to enter into this Shareholders Agreement  
to encourage Riedel to pursue the Merger.                                       

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements contained herein, the parties agree as follows:                      

      1. Representations and Warranties. Each Shareholder hereby severally
represents and warrants to Riedel that (a) such Shareholder is the beneficial   
owner (and, except as indicated on Schedule 1, the record owner) of the number  
of shares of Atrix Common Stock set forth opposite such Shareholder's name on   
Schedule 1 (the "Existing Shares," and together with any shares of Atrix Common 
Stock acquired by such Shareholder after the date hereof and prior to the       
termination hereof, whether upon exercise of options, conversion of convertible 
securities, purchase, exchange or otherwise, the "Shares"); (b) such Shareholder
has sole voting and disposition power with respect to the Existing Shares set   
forth opposite such Shareholder's name on Schedule 1, with no restrictions      
whatsoever on such rights, subject to applicable limitations under the Minnesota
Control Share Acquisition Act; (c) such Shareholder has the legal capacity,     
power and authority to enter into and perform all of such Shareholder's         
obligations under this Agreement without the consent or approval of any other   
person, entity, public body or authority, subject to applicable limitations     
under the Minnesota Control Share Acquisition Act, and the execution, delivery  
and performance of this Agreement by such Shareholder will not violate any other
agreement to which such Shareholder is a party; (d) this Agreement has been duly
and validly executed and delivered by such Shareholder and constitutes a valid  
and binding agreement of such Shareholder, enforceable against such Shareholder 
in accordance with its terms, subject to applicable limitations under the       
Minnesota Control Share Acquisition Act; (e) such Shareholder's Shares and the  
certificates representing such Shares are now, and at all times                 

SC 13D/A
6th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 6th

during the term hereof will be, held by such Shareholder, or by a nominee or    
custodian for the benefit of such Shareholder, free and clear of all liens,     
claims, security interests, proxies, voting trusts or agreements, understandings
or arrangements or any other encumbrances whatsoever except for any such        
encumbrances or proxies arising hereunder, subject to applicable limitations    
under the Minnesota Control Share Acquisition Act; and (f) such Shareholder     
understands and acknowledges that Riedel is relying upon such Shareholder's     
execution and delivery of this Agreement to pursue the Merger and the           
negotiation and possible execution of a Merger Agreement.                       

      2. Agreement to Vote. Each Shareholder hereby severally agrees that,
during the time this Agreement is in effect, at any meeting of the Shareholders 
of Atrix, however called, or in connection with any written consent of the      
Shareholders of Atrix, such Shareholder shall vote (or cause to be voted) the   
Shares held of record or beneficially by such Shareholder, subject to applicable
limitations under the Minnesota Control Share Acquisition Act, (a) in favor of  
the Merger, the execution and delivery by Atrix of a Merger Agreement and the   
approval of the terms thereof and each of the other actions contemplated by the 
Merger Agreement and this Agreement and any actions required in furtherance     
hereof and thereof, but only if the Merger Consideration is not less than $2.00 
per Share; (b) except as otherwise agreed to in writing in advance by Riedel,   
against the following actions (other than the Merger and the transactions       
contemplated by the Merger Agreement): (i) any extraordinary corporate          
transaction, such as a merger, consolidation or other business combination      
involving Atrix; (ii) a sale, lease or transfer of a material amount of assets  
of Atrix or a reorganization, recapitalization, dissolution or liquidation of   
Atrix; (iii) a change in the majority of the Board of Directors of Atrix, any   
material change in the present capitalization of Atrix, any amendment to the    
Articles of Incorporation of Atrix, any other material change in the corporate  
structure or business of Atrix, or any other action which is intended or could  
reasonably be expected to impede, interfere with, delay, postpone, discourage or
materially adversely affect the contemplated economic benefits to Newco or      
Riedel of the Merger or the transactions contemplated by the Merger Agreement.  
The Shareholders retain full voting authority and discretion as to all other    
matters which may be presented to the shareholders of Atrix for vote or consent.

       3. Proxy. Each Shareholder hereby grants to, and appoints Riedel, his
successors and assigns, such Shareholder's irrevocable proxy and                
attorney-in-fact (with full power of substitution) to vote the Shares as        
indicated in Section 2 above. Each Shareholder intends this proxy to be         
irrevocable and coupled with an interest and will take such further action and  
execute such other instruments as may be necessary to effectuate the intent of  
this proxy and hereby revokes any proxy previously granted by such Shareholder  
with respect to such Shareholder's Shares.                                      

     4. Certain Covenants of Shareholders. Except in accordance with the
terms of this Agreement, each Shareholder hereby severally covenants and agrees 
that (a) such Shareholder will not, directly or indirectly, solicit or respond  
to any inquiries or the making of any proposal by any person or entity (other   
than Riedel or Newco) with respect to Atrix that constitutes or could reasonably
be expected to lead to a merger or sale of all or substantially all of the      
assets of capital stock of Atrix (other than the Merger), and each Shareholder  
will immediately cease any existing activities, discussions or negotiations with
any parties with respect to any of the                                          

2 

SC 13D/A
7th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 7th

foregoing; (b) such Shareholder will not, directly or indirectly, offer for     
sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of  
any or all of such Shareholder's Shares or any interest therein (except pursuant
to the Merger); (c) such Shareholder shall not, except as contemplated hereby,  
grant any proxies or powers of attorney, deposit any Shares into a voting trust 
or enter into a voting agreement with respect to any Shares; (d) such           
Shareholder will not take any action that would make any representation or      
warranty of such Shareholder contained herein untrue or incorrect or have the   
effect of preventing or disabling such Shareholder from performing such         
Shareholder's obligations under this Agreement; and (e) such Shareholder hereby 
waives any rights of appraisal or rights to dissent from the Merger that such   
Shareholder may have and agrees to take no action in furtherance of the         
perfection of such rights.                                                      

         5. Further Assurances. From time to time, at the other parties' request
and without further consideration, each party hereto shall execute and deliver  
such additional documents and take all such further actions as may be necessary 
or desirable to consummate and make effective, in the most expeditious matter   
practicable, the transactions contemplated by this Agreement.                   

        6. Certain Events. Each Shareholder agrees that this Agreement and the
obligations hereunder shall attach to such Shareholder's Shares and shall be    
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without  
limitation such Shareholder's heirs, guardians, administrators or successors.   

    7. Termination. The covenants and agreements contained herein with
respect to each Shareholder's Shares shall terminate on the first to occur of   
(a) the effective time of the Merger; (b) the date upon which the Merger        
Agreement is terminated in accordance with its terms; (c) a failure to enter    
into a definitive Merger Agreement by December 18, 1998; (d) a failure of Riedel
to use best efforts to consummate the Merger as soon as practicable following   
the date on which a definitive Merger Agreement is signed, including the filing 
by Atrix of preliminary proxy materials and the filing by Riedel of Schedule    
13E-3 no later than December 24, 1998, the mailing by Atrix of proxy materials  
to Atrix shareholders within five business days after clearance of such         
materials by the Securities and Exchange Commission ("SEC")and holding the      
meeting of Atrix shareholders to approve the Merger Agreement no later than 45  
days after SEC clearance of the proxy materials; (e) as to any given            
Shareholder, upon written release from Riedel and (f) at any time when the      
current bid price for Atrix Common Stock, as reported by Nasdaq, remains at or  
above $2.10 per share for a period of three consecutive trading days.           

8.       Miscellaneous.                                       

        (a) Entire Agreement; Assignment. This Agreement (i)
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral between the parties with respect to the subject matter hereof; 
and (ii) shall not be assigned by operation of law or otherwise without the     
prior written consent of the other party, provided that Riedel may assign, in   
his sole discretion, his rights and obligations hereunder to Newco.             

3 

SC 13D/A
8th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 8th

                (b) Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written    
agreement executed by the parties hereto; provided that Schedule 1 hereto may be
supplemented by Riedel by adding the name and other relevant information        
concerning my Shareholder of Atrix who agrees to be bound by the terms of this  
Agreement without the agreement of any other party hereto, and thereafter such  
added Shareholder shall be treated as a "Shareholder" for all purposes of this  
Agreement.                                                                      

                 (c) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be   
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return  
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the       
Shareholders at the addresses set forth on Schedule 1 and to Riedel at 14301    
Ewing Ave. S., Burnsville, MN 55306 or to such other address as the person to   
whom notice is given may have previously furnished to the others in writing in  
the manner set forth above.                                                     

              (d) Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota, regardless of  
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.                                                                    

        (e) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements  
contained in this Agreement will cause the other party to sustain damages for   
which it would not have an adequate remedy at law for money damages, and        
therefore each of the parties hereto agrees that in the event of any such breach
the aggrieved party shall be entitled to the remedy of specific performance of  
such covenants and agreements and injunctive and other equitable relief in      
addition to any other remedy to which it may be entitled, at law or in equity.  

              (f) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of  
which shall constitute one and the same Agreement.                              

               (g) Confidentiality. Each Shareholder and Riedel agree that
they will keep the terms of this Agreement and the proposed Merger confidential 
until the earlier to occur of (i) a public announcement of the proposed Merger  
by Atrix or (ii) the filing of a Schedule 13-D by Riedel. The parties agree that
this confidentiality clause (a) shall not forbid the release of information by a
Shareholder or Riedel to such of their advisors that have a need to know such   
information or by Riedel to any director, officer or representative of Atrix and
(b) shall not prevent or delay the filing of any new or amended reports of      
beneficial ownership (on Schedule 13-D, Schedule 13-G or other appropriate form)
by any Shareholder. The parties also agree that, because of the sensitivity of  
such information to Atrix, Atrix shall be a third party beneficiary of this     
confidentiality clause.                                                         

                (h) Informational Copies. Riedel or Newco agree to provide a
draft, in substantially final form, and final copies of the Merger Agreement to 
any Shareholder upon                                                            

4 

SC 13D/A
9th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 9th

request, for informational purposes only, provided that such Shareholder may not
use such Merger Agreement or any information contained therein for any purpose  
whatsoever or disclose to any person such Merger Agreement or any information   
contained therein without the prior written consent of Riedel and Atrix.        

 IN WITNESS WHEREOF, Riedel and each Shareholder has caused this
Agreement to be duly executed as of the day and year first above written.       

        /s/ Steven D. Riedel
                                  ----------------------------------------------
    Steven D. Riedel

 SHAREHOLDERS:

        /s/ Jerry E. Mathwig
                                  ----------------------------------------------
                 Print Name:  Jerry E. Mathwig

                                  ----------------------------------------------
Print Name: 
                                             -----------------------------------

5 

SC 13D/A
Last Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 10th

SCHEDULE 1
----------

                                              Number of Shares of Company Common
                                              ----------------------------------
Name and Address of Shareholder                   Stock Owned by Shareholder*   
-------------------------------                   ---------------------------   

Jerry E. Mathwig                                          345,000 (1)           
9031 Avila Cove                                                                 
Eden Prairie, MN  55437                                                         

(1)      Includes 20,000 shares held of record by spouse.                       

------------------------------                                                  

*Indicates beneficial and, unless otherwise indicated, record ownership.        
"Beneficial ownership" of such Shares shall be as determined pursuant to Rule   
13-d-3 under the Securities Exchange Act of 1934, including pursuant to any     
agreement, arrangement or understanding, whether or not in writing. Without     
duplicative counting of the same Shares by the same holder, securities          
beneficially owned by a person shall include securities beneficially owned by   
all other persons with whom such person would constitute a "group" as described 
in Section 13-d-3 of the Securities Exchange Act of 1934.                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		12/24/98		7
		12/18/98		7					8-K
Filed on:		12/2/98		4
		11/24/98		1		5
		5/22/98		3					SC 13D/A
		12/15/97		3
									List all Filings