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As filed with the Securities and Exchange Commission on June 10, 1998
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
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
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JERRY A. HOWARD
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 Price(2) Fee(2)
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Common Stock 500,000 shares (2) $5,736,004 $1,692
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(1) Represents shares issuable under the Atrion Corporation 1997 Stock
Incentive Plan (the "Plan") and shares issuable upon the exercise of
options previously granted or available for grant under the Plan. In
addition to the 500,000 shares reserved for issuance under the Plan,
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) The registration fee has been computed in accordance with Rule
457(h)(1) of the Commission, based upon, in the case of 255,900 shares
issuable upon exercise of options previously granted, the exercise
price of such options and, in the case of 244,100 shares issuable
pursuant to the Plan and issuable upon the exercise of options
available for grant under the Plan, the average of the high and low
prices for common stock of the Registrant on June 9, 1998 as reported
on The Nasdaq Stock Market.
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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, 1997, filed on March 31, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, filed on May 15, 1998;
(c) The Registrant's Current Report on Form 8-K filed on February 17,
1998, as amended by Form 8-K/A filed April 15, 1998; and
(d) 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.
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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 8. EXHIBITS.
Exhibit Number Description
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4.1 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)
4.2 Bylaws of Atrion Corporation (incorporated
herein by reference to Appendix C to the
Registrant's definitive Proxy Statement
filed January 10, 1997)(1)
4.3 Rights Agreement, dated as of February 1,
1990, between AlaTenn Resources, Inc. and
American Stock Transfer &
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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)
4.4(a) Atrion Corporation 1997 Stock Incentive Plan
(incorporated herein by reference to Exhibit
10j to the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1997, filed on March 31, 1998) (1)(3)
4.4(b) Atrion Corporation 1997 Stock Incentive
Plan, as amended(2)(3)
4.5 Form of Award Agreement for Incentive Stock
Option(2)(3)
4.6 Form of Award Agreement for Nonqualified
Stock Option for Key Employee(2)(3)
4.7 Form of Award Agreement for Nonqualified
Stock Option for Director(2)(3)
4.8 Form of Award Agreement for Restricted Stock
(2)(3)
5 Opinion of Berkowitz, Lefkovits, Isom &
Kushner, A Professional Corporation(2)
23.1 Consent of Berkowitz, Lefkovits, Isom &
Kushner, A Professional Corporation
(contained in Exhibit 5)(2)
23.2 Consent of Arthur Andersen LLP(2)
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(1) Incorporated herein by reference as indicated.
(2) Filed herewith.
(3) Management contract or compensatory plan or arrangement.
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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;
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;
(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) 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; and
(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
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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 10, 1998.
ATRION CORPORATION
By: /s/ Jerry A. Howard
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Jerry A. Howard
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/ Jerry A. Howard President, Chief Executive June 10, 1998
- ---------------------------------- Officer and Director
Jerry A. Howard (PRINCIPAL EXECUTIVE OFFICER)
/s/ Jeffery Strickland Vice President and Chief Financial June 10, 1998
- ----------------------------------- Officer, Secretary and Treasurer
Jeffery Strickland (PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
/s/ Emile A. Battat Chairman of the Board and Director June 10, 1998
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Emile A. Battat
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/s/ Richard O. Jacobson Director June 10, 1998
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Richard O. Jacobson
/s/ John H. P. Maley Director June 10, 1998
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John H. P. Maley
/s/ Jerome J. McGrath Director June 10, 1998
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Jerome J. McGrath
/s/ Hugh J. Morgan, Jr. Director June 10, 1998
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Hugh J. Morgan, Jr.
/s/ J. Kenneth Smith Director June 10, 1998
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J. Kenneth Smith
/s/ Roger F. Stebbing Director June 10, 1998
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Roger F. Stebbing
/s/ John P. Stupp, Jr. Director June 10, 1998
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John P. Stupp, Jr.
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EXHIBIT INDEX
Exhibit Number Description Page
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4.4(b) Atrion Corporation 1997 Stock Incentive Plan, as
amended 10
4.5 Form of Award Agreement for Incentive Stock
Option 26
4.6 Form of Award Agreement for Nonqualified Stock
Option for Key Employee 33
4.7 Form of Award Agreement for Nonqualified Stock
Option for Director 40
4.8 Form of Award Agreement for Restricted Stock 46
5 Opinion of Berkowitz, Lefkovits, Isom & Kushner, A
Professional Corporation 52
23.1 Consent of Berkowitz, Lefkovits, Isom & Kushner, A
Professional Corporation (contained in Exhibit 5 filed
herewith)
23.2 Consent of Arthur Andersen LLP 54
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