As filed with the Securities and Exchange Commission on June 19, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Atrion Corporation
(Exact name of Registrant, as specified in its charter)
Delaware 63-0821819
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Allentown Parkway
Allen, Texas 75002
(972) 390-9800
(Address of principal executive offices)
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ATRION CORPORATION
AGREEMENTS FOR NONQUALIFIED STOCK OPTIONS
FOR CLINICAL ADVISORS
(Full title of the plan)
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Emile A. Battat
Atrion Corporation
One Allentown Parkway
Allen, Texas 75002
(Name and address of agent for service)
(972) 390-9800
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- ---------------------------- ---------------------- ------------------------ ------------------------ --------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(3) Fee(4)
- ---------------------------- ---------------------- ------------------------ ------------------------ --------------------------
Common Stock 22,500 shares $12.25 $275,625 $68.91
- ---------------------------- ---------------------- ------------------------ ------------------------ --------------------------
(1) Represents shares issuable upon the exercise of 7 options for 3,000 shares
each and 1 option for 1,500 shares. In addition to the 22,500 shares
reserved for issuance, the Registrant hereby includes such indeterminate
number of additional shares as may be issued as the result of adjustments
required by certain antidilution provisions, in accordance with Rule 416(a)
of the Securities and Exchange Commission (the "Commission").
(2) Represents the per share exercise price of each of the 8 options.
(3) Represents the aggregate exercise price of the 8 options.
(4) The registration fee has been computed in accordance with Rule 457(h)(1) of
the Commission, based upon the exercise price of the options.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Atrion Corporation (the "Registrant") was formed in 1996 as a wholly-owned
subsidiary of ATRION Corporation, an Alabama corporation (the "Predecessor
Corporation"), as part of the Predecessor Corporation's plan to reincorporate in
Delaware. The proposal to approve such reincorporation was approved at a special
meeting of the shareholders of the Predecessor Corporation on February 21, 1997
and the reincorporation was completed on February 25, 1997 through the merger of
the Predecessor Corporation with and into the Registrant, with the Registrant
continuing as the surviving corporation and the successor to the Predecessor
Corporation. Accordingly, all references in this Registration Statement to the
Registrant and to documents filed with the Commission by the Registrant prior to
February 25, 1997 shall mean the Predecessor Corporation and documents filed
with the Commission by the Predecessor Corporation.
The following documents filed by the Registrant pursuant to the
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed on April 2, 2001;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, filed on May 11, 2001;
(c) The description of securities contained in the Registrant's
Registration Statement on Form 8-A filed with the Commission under the Exchange
Act on February 15, 1990.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment indicating that all securities offered by this
Registration Statement have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be part thereof from the date of filing of such
documents.
Any statement made in a document incorporated or deemed to be 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 is also incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such 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.
Item 6. Indemnification of Directors and Officers.
Article XI of the Registrant's Certificate of Incorporation contains
certain provisions permitted under the Delaware General Corporation Law relating
to the liability of directors. These provisions eliminate a director's liability
for monetary damages for a breach of fiduciary duty, except in certain
circumstances involving wrongful acts such as the breach of a director's duty of
loyalty or acts or omissions involving intentional misconduct or a knowing
violation of law.
The Delaware General Corporation Law provides that a director or officer of
a corporation (i) shall be indemnified by the corporation for all expenses of
litigation or other legal proceedings when he is successful on the merits, (ii)
may be indemnified by the corporation for the expenses, judgments, fines and
amounts paid in settlement of such litigation (other than a derivative suit)
even if he is not successful on the merits if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation (and, in the case of a criminal proceeding, had no reason to
believe his conduct was unlawful), and (iii) may be indemnified by the
corporation for expenses of a derivative suit (a suit by a stockholder alleging
a breach by a director or officer of a duty owed to the corporation), even if he
is not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, provided that no such indemnification may be made in accordance
with this clause (iii) if the director or officer is adjudged liable to the
corporation, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. The indemnification described in clauses (ii) and (iii) above shall be
made upon order by a court or a determination by (a) a majority of disinterested
directors, (b) if there are no such directors or if such directors so direct, by
independent legal counsel in a written opinion or (c) the stockholders that
indemnification is proper because the applicable standard of conduct is met.
Expenses incurred by a director or officer in defending an action may be
advanced by the corporation prior to the final disposition of such action upon
receipt of an undertaking by such director or officer to repay such expenses if
it is ultimately determined that he is not entitled to be indemnified in
connection with the proceeding to which the expenses relate. The Registrant's
Bylaws provides that directors and officers are to be indemnified to the maximum
extent permitted by Delaware law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number Description
- -------------- -----------
4a Certificate of Incorporation of Atrion Corporation
(incorporated herein by reference to Appendix B to the
Registrant's definitive Proxy Statement filed January
10, 1997)(1)
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4b Bylaws of Atrion Corporation (incorporated herein by
reference to Appendix C to the Registrant's definitive
Proxy Statement filed January 10, 1997)(1)
4c Rights Agreement, dated as of February 1, 1990, between
AlaTenn Resources, Inc. and American Stock Transfer &
Trust Company, which includes the form of Rights
Certificate as Exhibit A and the Summary of Rights to
Purchase Common Shares as Exhibit B (incorporated
herein by reference to Exhibit 1 to the Registration
Statement on Form 8-A filed February 15, 1990)(1)
4d Second Amendment to Rights Agreement (incorporated
herein by reference to Exhibit 4(b) to Form 10-K filed
March 29, 2000)(1)
4e Form of Agreement for Nonqualified Stock Option for
Clinical Advisor(2)
5 Opinion of Berkowitz, Lefkovits, Isom & Kushner, A
Professional Corporation(2)
23a Consent of Berkowitz, Lefkovits, Isom & Kushner, A
Professional Corporation (contained in Exhibit 5)(2)
23b Consent of Arthur Andersen LLP(2)
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(1) Incorporated herein by reference as indicated.
(2) Filed herewith.
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
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provided, however, that paragraphs (i) and (ii) above shall not apply if the
information required to be included in a post-effective amendment by such
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment involving a
fundamental change in the information set forth in this 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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that 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 this
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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in such 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 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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe 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 Allen, State of Texas on June 19, 2001.
ATRION CORPORATION
By: /s/ Emile A Battat
--------------------------------
Emile A Battat
President and Chief Executive
Officer
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.
Name Title Date
- ---- ----- ----
/s/ Emile A. Battat Chairman of the Board, President, and June 19, 2001
- --------------------------- Chief Executive Officer
Emile A. Battat (Principal executive officer)
/s/ Jeffery Strickland Vice President and Chief Financial June 19, 2001
- --------------------------- Officer, Secretary and Treasurer
Jeffery Strickland (Principal financial and accounting
officer)
/s/ Richard O. Jacobson Director June 19, 2001
- ---------------------------
Richard O. Jacobson
/s/ John H. P. Maley Director June 19, 2001
--------------------------
John H. P. Maley
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/s/ Jerome J. McGrath Director June 19, 2001
- ---------------------------
Jerome J. McGrath
/s/ Hugh J. Morgan, Jr Director June 19, 2001
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Hugh J. Morgan, Jr.
/s/ Roger F. Stebbing Director June 19, 2001
- ---------------------------
Roger F. Stebbing
/s/ John P. Stupp, Jr Director June 19, 2001
- ---------------------------
John P. Stupp, Jr.
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EXHIBIT INDEX
Exhibit Number Description
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4e Form of Agreement for Nonqualified Stock Option for
Clinical Advisor
5 Opinion of Berkowitz, Lefkovits, Isom & Kushner,
A Professional Corporation
23a Consent of Berkowitz, Lefkovits, Isom & Kushner,
A Professional Corporation (contained in Exhibit 5
filed herewith)
23b Consent of Arthur Andersen LLP
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