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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 30, 1998
Atrion Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-10763 63-0821819
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
One Allentown Parkway, Allen, Texas 75002
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(972) 390-9800
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a. Financial Statements of Businesses Acquired. This item is amended to
provide financial statements of Quest Medical, Inc. CVS Operations, which are
filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated
herein by reference:
Audited Annual Financial Statements
Report of Independent Auditors
Statements of Assets and Liabilities as of December 31, 1997
and 1996
Statements of Operations and Changes in Net Assets for the
years ended December 31, 1997 and 1996
Statements of Cash Flows for the years ended December 31,
1997 and 1996
Notes to Consolidated Financial Statements
b. Pro Forma Financial Information. This item is amended to provide the
following unaudited pro forma condensed combined financial statements which are
filed as Exhibit 99.4 to this Current Report on Form 8-K and incorporated
herein by reference:
Pro Forma Condensed Combined Balance Sheet as of December 31,
1997
Pro Forma Condensed Combined Statement of Income for the
twelve months ended December 31, 1997
Notes to Pro Forma Condensed Combined Consolidated Financial
Statements
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c. Exhibits:
2 Asset Purchase Agreement dated as of December 29,
1997, by and among Quest Medical, Inc., QMI
Acquisition Corporation and Atrion Corporation(1)
23.1 Consent of Independent Auditors(2)
99.1 Press Release of the Registrant dated December 30,
1997(1)
99.2 Press Release of the Registrant dated January 30,
1998(1)
99.3 Financial Statements of Business Acquired(2)
99.4 Pro Forma Financial Information(2)
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(1) Filed as an Exhibit to the report of the Company on Form 8-K dated
February 17, 1998, and incorporated herein by reference.
(2) Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: April 15, 1998 ATRION CORPORATION
By: /s/ Jeffery Strickland
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Jeffery Strickland
Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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2 Asset Purchase Agreement dated as of December 29, 1997, by and
among Quest Medical, Inc., QMI Acquisition Corporation and
Atrion Corporation(1)
23.1 Consent of Independent Auditors(2)
99.1 Press Release of the Registrant dated December 30, 1997(1)
99.2 Press Release of the Registrant dated January 30, 1998(1)
99.3 Financial Statements of Business Acquired(2)
99.4 Pro Forma Financial Information(2)
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(1) Filed as an Exhibit to the report of the Company on Form 8-K dated
February 17, 1998, and incorporated herein by reference.
(2) Filed herewith
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