=================================================
OMB APPROVAL
=================================================
=================================================
OMB Number:..................3235-0145
Expires: ...............December 31, 2005
Estimated average burden
hours per response.....................11
=================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Atrix Laboratories, Inc.
------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
----------------------------------------
(Title of Class of Securities)
04962L101
---------
(CUSIP Number)
Sanofi-Synthelabo Inc.
90 Park Avenue
New York, New York 10016
Attn: John M. Spinnato, Esq.
----------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 26, 2001
----------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D/A
---------------------------------------
CUSIP No. 04962L101 Page 2 of 7 Pages
---------------------------------------
======================================================================================================================
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Sanofi-Synthelabo Inc.
======================================================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ]
(B) [ ]
======================================================================================================================
3 SEC USE ONLY
======================================================================================================================
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
======================================================================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
======================================================================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
======================================================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 824,572
BENEFICIALLY ================================================================================================
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ================================================================================================
PERSON 9 SOLE DISPOSITIVE POWER
WITH 824,572
================================================================================================
10 SHARED DISPOSITIVE POWER
-0-
======================================================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
824,572
======================================================================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
======================================================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.84%
======================================================================================================================
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
======================================================================================================================
CUSIP Number: 04962L101 Page 3 of 7
Sanofi-Synthelabo Inc., a Delaware corporation (the "Reporting
Person"), located at 90 Park Avenue, New York, New York 10016, and a wholly
owned subsidiary of Sanofi-Synthelabo, a French societe anonyme, with its
principal offices located at 174 Avenue de France, 75013 Paris, Cedex 13,
France, hereby amends the report on Schedule 13D filed by the Reporting Person
on January 8, 2001 (the "Original Schedule 13D"), with respect to shares of
Common Stock, par value $0.001 per share (the "Shares") of Atrix Laboratories,
Inc., a Delaware corporation ("Atrix"), held by the Reporting Person. Terms used
but not defined herein have the meanings given such terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is amended as follows:
The name, residence or business address, present principal occupation
or employment, and the citizenship of each director and executive officer of
Sanofi-Synthelabo Inc. is set forth in Schedule I hereto and incorporated herein
by reference.
Neither the Reporting Person, nor to the best knowledge and belief of
the Reporting Person, any of the individuals listed in Schedule I has, during
the past five years, been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is 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.
This Item 2 is qualified in its entirety by reference to Schedule I,
which is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
The Shares described by this statement were acquired for investment
purposes. Other than as set forth herein, the Reporting Persons do not have
plans or proposals which relate to or would result in any of the events
described by Items 4(a) through 4(j) of Schedule 13D.
The Reporting Person expects to evaluate on an ongoing basis Atrix'
financial condition, business operations and prospects, market price of the
Shares, conditions in securities markets generally, general economic and
industry conditions and other factors. Accordingly, the Reporting Person
reserves the right to change its plans and intentions at any time, as it deems
appropriate. In particular, the Reporting Person may at any time and from time
to time acquire additional Shares or securities convertible or exchangeable for
Shares, dispose of Shares or enter into privately negotiated derivative
transactions with institutional counterparties to hedge the market risk of some
or all of its positions in such Shares. Any such transactions may be effected in
the open-market or in privately negotiated transactions at any time and from
time to time, subject to any applicable limitations of the Securities Act. To
the knowledge of each Reporting Person, each of the persons listed on Schedule I
may make the same evaluation and reserve the same rights.
CUSIP Number: 04962L101 Page 4 of 7
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5. (a), (c) and (e) are hereby amended as follows:
(a) Sanofi-Synthelabo Inc. beneficially owns 824,572 Shares,
representing approximately 3.84% of the outstanding shares (based on the number
of Shares reported to be outstanding as of October 31, 2003 in Atrix' Form 10-Q
for the Quarterly Period Ended September 30, 2003, filed November 19, 2003).
(c) The Reporting Person and, to the knowledge of the Reporting Person,
none of the persons listed on Schedule I has been party to any transaction in
Shares during the past sixty days.
(e) Based upon the Form 10-Q for the Quarter Ended September 30, 2001,
the Reporting Person ceased to be the beneficial owner of more than five percent
of the Shares on October 26, 2001.
CUSIP Number: 04962L101 Page 5 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 13, 2004
SANOFI-SYNTHELABO INC.
By:/s/ John Spinnato
---------------------------------------
Name: John Spinnato
Title: Vice President, General Counsel
and Secretary
CUSIP Number: 04962L101 Page 6 of 7
SCHEDULE I
Name, Business Address, Principal Occupation or Employment and Citizenship of
all Directors and Executive Officers of Sanofi-Synthelabo Inc.:
Board of Directors:
-------------------
Jean-Francois Dehecq
Chairman and Chief Executive Officer, Sanofi-Synthelabo S.A.
174 Avenue de France,
75013 Paris Cedex 13, France
Citizenship: France
Gregory Irace
Senior Vice President- Finance and Chief Financial Officer, Sanofi-Synthelabo
Inc.
90 Park Avenue
New York, NY 10016
Citizenship: United States
Gerard Le Fur
Senior Executive Vice President and
Executive Vice President, Scientific Affairs, Sanofi-Synthelabo S.A.
174 Avenue de France,
75013 Paris Cedex 13, France
Citizenship: France
Timothy Rothwell
President & Chief Executive Officer, Sanofi-Synthelabo Inc.
90 Park Avenue
New York, NY 10016
Citizenship: United States
John Spinnato
Vice President, General Counsel and Secretary, Sanofi-Synthelabo Inc.
90 Park Avenue
New York, NY 10016
Citizenship: United States
Hanspeter Spek
Chairman of the Board, Sanofi-Synthelabo Inc. Executive Vice
President--Operations, Sanofi-Synthelabo S.A.
174 Avenue de France,
75013 Paris Cedex 13, France
Citizenship: France
CUSIP Number: 04962L101 Page 7 of 7
Executive Officers:
------------------
Timothy Rothwell
President & Chief Executive Officer
90 Park Avenue
New York, NY 10016
Citizenship: United States
Gregory Irace
Senior Vice President and Chief Financial Officer
90 Park Avenue
New York, NY 10016
Citizenship: United States
Brent Ragans
Senior Vice President--Sales
90 Park Avenue
New York, NY 10016
Citizenship: United States
Jack Dean
President and Scientific Director, North America
Sanofi-Synthelabo Research International Director, Preclinical Development
9 Great Valley Parkway
Malvern, PA 19355
Citizenship: United States
John M. Spinnato
Vice President, General Counsel and Secretary
90 Park Avenue
New York, NY 10016
Citizenship: United States