content: <PAGE>   1
  
  
  
  
  
       As filed with the Securities and Exchange Commission on June 16, 1997
                                                        Registration No. 333-_____
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933          
                         ----------------------------------
                              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 No.)
  
                                2579 MIDPOINT DRIVE
                           FORT COLLINS, COLORADO  80525
                      (Address of Principal Executive Offices)
                         1997 EMPLOYEE STOCK PURCHASE PLAN
  
                              (Full Title of the Plan)           
                         ----------------------------------
                                   JOHN E. URHEIM
                     VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
  
                              ATRIX LABORATORIES, INC.
                                2579 MIDPOINT DRIVE
                           FORT COLLINS, COLORADO  80525
                      (Name and Address of Agent for Service)
  
                                   (970) 482-5868
          (Telephone Number, Including Area Code, of Agent For Service)
  
                                    Copy to:
                               WARREN L. TROUPE, ESQ.
                              DEBORAH A. SCHULTZ, ESQ.
                             MORRISON & FOERSTER LLP
                            370 17TH STREET, SUITE 5200
                                 DENVER, CO  80202
                                   (303) 592-1500                  
                         ----------------------------------
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ==========================================================================================================
                                                                          Proposed
                                                                           Maximum               Proposed 
                                Amount               Maximum              Aggregate             Amount of
  Title of Securities           to be             Offering Price           Offering            Registration
   to be Registered           Registered           Per Share(1)            Price(2)                 Fee
  -----------------------------------------------------------------------------------------------------------
  <S>                           <C>                   <C>                 <C>                      <C>
  Common Stock, $.001
  par value per share           300,000               $10.63              $3,189,000               $966.37
  ==========================================================================================================
  </TABLE>
  
  (1)    Estimated solely for the purpose of calculating the registration fee.
  
  ================================================================================
  
  <PAGE>   2
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
  
      The following documents filed by Atrix Laboratories, Inc. (the
  "Registrant") with the Securities and Exchange Commission (the "Commission")
  are incorporated by reference herein:
  
      (a)        The Registrant's Annual Report on Form 10-K for the year ended
  December 31, 1996.
  
      (b)        The Company's Quarterly Report on Form 10-Q for the three months
  ended March 31, 1997.
  
      (c)        The description of the Registrant's Common Stock which is
  contained in its Registration Statement on Form 8-A dated January 12, 1990
  filed under the Exchange Act.
  
      All documents filed by the Registrant with the Commission pursuant to
  Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
  to the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference into this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  Any statement contained in a document incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference
  herein modifies or supersedes such statement.  Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 4.    DESCRIPTION OF SECURITIES.
  
      Not applicable.
  
  ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
      Not applicable.
  <PAGE>   3
  ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      Section 145 ("Section 145") of the General Corporation Law of the State of
  Delaware (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 Company has implemented such indemnification provisions in its
  Certificate of Incorporation which provides that officers and directors shall
  be entitled to be indemnified by the Company to the fullest extent permitted by
  law against expenses (including attorneys' fees), judgments, fines and amounts
  paid in settlement 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
  Company.
  
      The above discussion of the Company's Certificate of Incorporation and
  Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is
  qualified in its entirety by such Certificate of Incorporation and statutes.
  
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.
  
      Not applicable.
  <PAGE>   4
  ITEM 8.    EXHIBITS.
  
      5          Opinion of Morrison & Foerster LLP.
  
      23.1       Consent of Morrison & Foerster LLP (contained in Exhibit 5).
  
      23.2       Consent of Deloitte & Touche LLP, independent auditors.
  
      24         Power of Attorney (See page II-2).
  
  ITEM 9.    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;
  
                   (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;
  
                   (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.
  <PAGE>   5
      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
  this Registration Statement is on Form S-3 or Form S-8 and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the Registrant pursuant to Section 13 or
  Section 15(d) of the Exchange Act that are incorporated by reference in this
  Registration Statement.
  
          (2)    That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered herein, 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, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) 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.
  
      (c)        Insofar as indemnification for liabilities arising under the
  Securities Act 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 Commission such
  indemnification is against public policy as expressed in the Securities Act,
  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 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 and will be governed
  by the final adjudication of such issue.
  <PAGE>   6
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  Atrix Laboratories, Inc. certifies that it has reasonable grounds to believe
  that it meets all the requirements for filing on Form S-8 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
  June 6, 1997.
  
                                          ATRIX LABORATORIES, INC.
  
  
                                          By:  /s/ John E. Urheim   
                                             ------------------------------------
                                               John E. Urheim
                                               Vice Chairman and Chief Executive
                                                 Officer
  <PAGE>   7
                                POWER OF ATTORNEY
  
        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints John E. Urheim, with full power to act
  alone, his true and lawful attorneys-in-fact, with the power of substitution,
  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 full power and authority to do
  and perform each and every act and thing requisite and necessary to be done as
  fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact may lawfully do or
  cause to be done by virtue hereof.
  
        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:
  
  <TABLE>
  <CAPTION>
           Signature                                 Title                                Date
           ---------                                 -----                                ----
  <S>                                               <C>                               <C>  
  /s/  DAVID R. BETHUNE                             Director                          June  6, 1997
  -------------------------------
       David R. Bethune
  
  
  
  /s/  H. STUART CAMPBELL                           Director                          June  6, 1997
  -------------------------------
       H. Stuart Campbell 
  
  
  /s/  DR. D. WALTER COHEN                          Director                          June  6, 1997
  -------------------------------             
       Dr. D. Walter Cohen            
  
  
  /s/  DR. JERE E. GOYAN                            Director                          June  6, 1997
  -------------------------------             
       Dr. Jere E. Goyan
  
  
  
  /s/  DR. R. BRUCE MERRIFIELD                      Director                          June  6, 1997
  -------------------------------             
       Dr. R. Bruce Merrifield
  
  
  
  /s/  C. RODNEY O'CONNOR                           Director                          June  6, 1997
  -------------------------------             
       C. Rodney O'Connor
  
  
  /s/  WILLIAM C. O'NEIL, JR.            Chairman of the Board of Directors           June  6, 1997
  -------------------------------             
       William C. O'Neil, Jr.
  
  
  
  /s/  BRIAN G. RICHMOND               Corporate Controller and Assistant             June  6, 1997
  -------------------------------                   Secretary
       Brian G. Richmond
                                                    
  
  
  /s/  DR. G. LEE SOUTHARD           President, Chief Scientific Officer and          June  6, 1997
  -------------------------------                   Director
       Dr. G. Lee Southard
                                                    
  
  
  /s/  JOHN E. URHEIM   
  -------------------------------     Vice Chairman of the Board of Directors         June  6, 1997
       John E. Urheim                     and Chief Executive Officer
  </TABLE>
  <PAGE>   8
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                            DESCRIPTION            
  ------                            -----------  
  <S>              <C>
  5                Opinion of Morrison & Foerster LLP.
  
  23.1             Consent of Morrison & Foerster LLP (contained in Exhibit 5).
  
  23.2             Consent of Deloitte & Touche LLP, independent auditors.
  
  24               Power of Attorney (See page II-2).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15774}]
metadata_filer: {"company-data": {"conformed-name": "ATRIX LABORATORIES INC", "cik": "0000809875", "assigned-sic": "2834", "irs-number": "841043826", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29325", "film-number": "97624866"}, "business-address": {"street1": "2579 MIDPOINT DR", "city": "FORT COLLINS", "state": "CO", "zip": "80525", "phone": "3034825868"}, "mail-address": {"street1": "2579 MIDPOINT DR", "city": "FORT COLLINS", "state": "CO", "zip": "80525"}, "former-company": {"former-conformed-name": "VIPONT RESEARCH LABORATORIES INC", "date-changed": "19891218"}}
text: 1
  
       As filed with the Securities and Exchange Commission on June 16, 1997
                                                        Registration No. 333-_____
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933          
                         ----------------------------------
                              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 No.)
  
                                2579 MIDPOINT DRIVE
                           FORT COLLINS, COLORADO  80525
                      (Address of Principal Executive Offices)
                         1997 EMPLOYEE STOCK PURCHASE PLAN
  
                              (Full Title of the Plan)           
                         ----------------------------------
                                   JOHN E. URHEIM
                     VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
  
                              ATRIX LABORATORIES, INC.
                                2579 MIDPOINT DRIVE
                           FORT COLLINS, COLORADO  80525
                      (Name and Address of Agent for Service)
  
                                   (970) 482-5868
          (Telephone Number, Including Area Code, of Agent For Service)
  
                                    Copy to:
                               WARREN L. TROUPE, ESQ.
                              DEBORAH A. SCHULTZ, ESQ.
                             MORRISON & FOERSTER LLP
                            370 17TH STREET, SUITE 5200
                                 DENVER, CO  80202
                                   (303) 592-1500                  
                         ----------------------------------
                          CALCULATION OF REGISTRATION FEE
  ==========================================================================================================
                                                                          Proposed
                                                                           Maximum               Proposed 
                                Amount               Maximum              Aggregate             Amount of
  Title of Securities           to be             Offering Price           Offering            Registration
   to be Registered           Registered           Per Share(1)            Price(2)                 Fee
  -----------------------------------------------------------------------------------------------------------
  Common Stock, $.001
  par value per share           300,000               $10.63              $3,189,000               $966.37
  ==========================================================================================================
  (1)    Estimated solely for the purpose of calculating the registration fee.
  
  ================================================================================
  2
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
  
      The following documents filed by Atrix Laboratories, Inc. (the
  "Registrant") with the Securities and Exchange Commission (the "Commission")
  are incorporated by reference herein:
  
      (a)        The Registrant's Annual Report on Form 10-K for the year ended
  December 31, 1996.
  
      (b)        The Company's Quarterly Report on Form 10-Q for the three months
  ended March 31, 1997.
  
      (c)        The description of the Registrant's Common Stock which is
  contained in its Registration Statement on Form 8-A dated January 12, 1990
  filed under the Exchange Act.
  
      All documents filed by the Registrant with the Commission pursuant to
  Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
  to the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference into this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  Any statement contained in a document incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference
  herein modifies or supersedes such statement.  Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 4.    DESCRIPTION OF SECURITIES.
  
      Not applicable.
  
  ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
      Not applicable.
  3
  ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      Section 145 ("Section 145") of the General Corporation Law of the State of
  Delaware (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 Company has implemented such indemnification provisions in its
  Certificate of Incorporation which provides that officers and directors shall
  be entitled to be indemnified by the Company to the fullest extent permitted by
  law against expenses (including attorneys' fees), judgments, fines and amounts
  paid in settlement 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
  Company.
  
      The above discussion of the Company's Certificate of Incorporation and
  Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is
  qualified in its entirety by such Certificate of Incorporation and statutes.
  
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.
  
      Not applicable.
  4
  ITEM 8.    EXHIBITS.
  
      5          Opinion of Morrison & Foerster LLP.
  
      23.1       Consent of Morrison & Foerster LLP (contained in Exhibit 5).
  
      23.2       Consent of Deloitte & Touche LLP, independent auditors.
  
      24         Power of Attorney (See page II-2).
  
  ITEM 9.    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;
  
                   (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;
  
                   (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.
  5
      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
  this Registration Statement is on Form S-3 or Form S-8 and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the Registrant pursuant to Section 13 or
  Section 15(d) of the Exchange Act that are incorporated by reference in this
  Registration Statement.
  
          (2)    That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered herein, 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, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) 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.
  
      (c)        Insofar as indemnification for liabilities arising under the
  Securities Act 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 Commission such
  indemnification is against public policy as expressed in the Securities Act,
  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 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 and will be governed
  by the final adjudication of such issue.
  6
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  Atrix Laboratories, Inc. certifies that it has reasonable grounds to believe
  that it meets all the requirements for filing on Form S-8 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
  June 6, 1997.
  
                                          ATRIX LABORATORIES, INC.
  
                                          By:  /s/ John E. Urheim   
                                             ------------------------------------
                                               John E. Urheim
                                               Vice Chairman and Chief Executive
                                                 Officer
  7
                                POWER OF ATTORNEY
  
        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints John E. Urheim, with full power to act
  alone, his true and lawful attorneys-in-fact, with the power of substitution,
  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 full power and authority to do
  and perform each and every act and thing requisite and necessary to be done as
  fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact may lawfully do or
  cause to be done by virtue hereof.
  
        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                             Director                          June  6, 1997
  -------------------------------
       David R. Bethune
  
  /s/  H. STUART CAMPBELL                           Director                          June  6, 1997
  -------------------------------
       H. Stuart Campbell 
  
  /s/  DR. D. WALTER COHEN                          Director                          June  6, 1997
  -------------------------------             
       Dr. D. Walter Cohen            
  
  /s/  DR. JERE E. GOYAN                            Director                          June  6, 1997
  -------------------------------             
       Dr. Jere E. Goyan
  
  /s/  DR. R. BRUCE MERRIFIELD                      Director                          June  6, 1997
  -------------------------------             
       Dr. R. Bruce Merrifield
  
  /s/  C. RODNEY O'CONNOR                           Director                          June  6, 1997
  -------------------------------             
       C. Rodney O'Connor
  
  /s/  WILLIAM C. O'NEIL, JR.            Chairman of the Board of Directors           June  6, 1997
  -------------------------------             
       William C. O'Neil, Jr.
  
  /s/  BRIAN G. RICHMOND               Corporate Controller and Assistant             June  6, 1997
  -------------------------------                   Secretary
       Brian G. Richmond
                                                    
  
  /s/  DR. G. LEE SOUTHARD           President, Chief Scientific Officer and          June  6, 1997
  -------------------------------                   Director
       Dr. G. Lee Southard
                                                    
  
  /s/  JOHN E. URHEIM   
  -------------------------------     Vice Chairman of the Board of Directors         June  6, 1997
       John E. Urheim                     and Chief Executive Officer
  8
  
                                   EXHIBIT INDEX
  EXHIBIT
  NUMBER                            DESCRIPTION            
  ------                            -----------
  5                Opinion of Morrison & Foerster LLP.
  
  23.1             Consent of Morrison & Foerster LLP (contained in Exhibit 5).
  
  23.2             Consent of Deloitte & Touche LLP, independent auditors.
  
  24               Power of Attorney (See page II-2).