-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AXaKSq3cifZr+D5Lq2xr+X4d9HvmtShh75GeMDi8r30Rp6hfaJWlZxF6eH/7g3zj hTMLW7Sm2gpe0201ZKM0eA== 0000891554-01-503146.txt : 20010620 0000891554-01-503146.hdr.sgml : 20010620 ACCESSION NUMBER: 0000891554-01-503146 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010619 EFFECTIVENESS DATE: 20010619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATRION CORP CENTRAL INDEX KEY: 0000701288 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 630821819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63318 FILM NUMBER: 1663266 BUSINESS ADDRESS: STREET 1: ONE ALLENTOWN PARKWAY CITY: ALLEN STATE: TX ZIP: 75002 BUSINESS PHONE: 9723909800 MAIL ADDRESS: STREET 1: POST OFFICE 3869 CITY: MUSCLE SHOALS STATE: AL ZIP: 356623869 FORMER COMPANY: FORMER CONFORMED NAME: ALATENN RESOURCES INC DATE OF NAME CHANGE: 19920703 S-8 1 d26078_s-8.txt FORM S-8 As filed with the Securities and Exchange Commission on June 19, 2001 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ 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) ------------------------------ ATRION CORPORATION AGREEMENTS FOR NONQUALIFIED STOCK OPTIONS FOR CLINICAL ADVISORS (Full title of the plan) ------------------------------ 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) ------------------------------
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) 3 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) - ------------------------------ (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; 4 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. 5 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
6
/s/ Jerome J. McGrath Director June 19, 2001 - --------------------------- Jerome J. McGrath /s/ Hugh J. Morgan, Jr Director June 19, 2001 - --------------------------- 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.
7 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 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 8 EX-4.E 2 d26078_ex4-e.txt FORM OF AGREEMENT EXHIBIT 4e AGREEMENT FOR NONQUALIFIED STOCK OPTIONS FOR CLINICAL ADVISOR THIS OPTION AGREEMENT (the "Agreement") is made and entered into effective as of the __ day of ____, _____, by and between Atrion Corporation, a Delaware corporation (the "Company"), and ____________________________, a Clinical Advisor (the "Participant"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Participant is currently serving as a Clinical Advisor for Quest Medical, Inc. ("Quest"), a wholly-owned subsidiary of the Company; and WHEREAS, the Company desires to encourage the Participant to own shares of common stock of the Company ("Shares") and to give the Participant an added incentive to advance the interests of the Company. NOW, THEREFORE, for and in consideration of the premises, the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 1. Subject to the execution of this Agreement, the Company has granted to the Participant an option (the "Option") to purchase from the Company such number of whole Shares as is set forth on Exhibit A attached hereto from the authorized and unissued common stock of the Company, or from the treasury stock of the Company, at and for the price set forth on Exhibit A attached hereto (the "Option Price"). The Option has been designated as a nonqualified stock option. 2. The Option shall be exercised by delivery to the Company at its principal office of written notice of the Participant's intent to exercise the Option with respect to the number of Shares then being purchased, accompanied by payment in full to the Company of the amount of the Option Price for the number of Shares then being purchased. The Option Price upon exercise of the Option shall be payable to the Company (a) in cash or its equivalent, (b) by tendering previously acquired Shares having an aggregate Fair Market Value (as defined below) at the time of exercise equal to the aggregate Option Price or (c) by a combination of (a) and (b). The Option Price shall be paid directly by the Participant; however, if the exercise of the Option is in accordance with Section 220.3(e) of Regulation T promulgated by the Board of Governors of the Federal Reserve System (a "cashless exercise"), the Option Price may be paid directly by a registered broker-dealer for the account of the Participant. The term "Fair Market Value" means, as of any date, the closing sales price of a Share on such date as reported by (a) any national securities exchange on which the Shares are actively traded or (b) The Nasdaq Stock Market or, if no Shares are traded on such exchange or system on such date, then on the next preceding date on which any Shares were traded on such exchange or system. 3. The Option may be exercised and Shares may be purchased by the Participant as the result of such exercise only during the term set forth on Exhibit A attached hereto; provided, however, that in no event shall the total number of Shares purchased hereunder pursuant to the 9 exercise of the Option exceed the number set forth on Exhibit A attached hereto, as the same may be adjusted in accordance with Paragraph 8 hereof, and in no event shall the period for exercising the Option exceed ten (10) years from the date of the grant of the Option. Exercise of the Option is subject to the following additional terms and conditions: (a) In the event the Participant ceases to be a Clinical Advisor other than as a result of the Participant's death, the Option may be exercised at any time after the date of such cessation and before the earlier of (i) three (3) months and (ii) the expiration date of the Option. (b) In the event the Participant ceases to be a Clinical Advisor by reason of the Participant's death, the Option may be exercised at any time after the date of Participant's death and before the earlier of (i) six (6) months after the date of Participant's death and (ii) the expiration date of the Option. 4. In case of any exercise of the Option, this Agreement, accompanied by payment of the full purchase price for the Shares then being purchased as provided in Paragraph 2 above, shall be surrendered to the Company. The Company will thereupon cause to be issued and delivered to the participant (or, in the event of a cashless exercise, to the Participant's broker-dealer), as soon as reasonably practicable, a certificate or certificates representing the Shares so purchased and fully paid for. In the event of a partial exercise, the Company will endorse on Exhibit B attached hereto the fact that the Option has been partially exercised on such date, setting forth the extent of such exercise, and return this Agreement to the Participant. 5. The Option is personal to the Participant and may not in any manner or respect be assigned or transferred otherwise than by will or the laws of descent and distribution, and is exercisable during the participant's lifetime only by the Participant. To the extent the Option is not exercised, the Shares covered hereby shall be considered released to the Company. 6. The Option is in all respects subject to and shall be governed and determined by any rules which might be adopted by the Board of Directors of the Company with respect thereto to the same extent and with the same effect as if set forth fully herein. 7. This Agreement shall terminate no later than ten (10) years from the date of grant of the Option. 8. In the event of any change in corporate capitalization, such as a stock dividend or stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Internal Revenue Code) or any partial or complete liquidation of the Company, such adjustment shall be made in the number, class and price of Shares subject to the Option as may be determined to be appropriate and equitable by the Board of Directors of the Company, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to the Option shall always be a whole number. 10 9. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, applied without giving effect to any conflict-of-law principles. Any invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 10. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective executors, administrators, personal representatives, legal representatives, heirs and successors in interest. 11. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, and such counterparts shall together constitute and be one and the same instrument. 12. Upon demand by the Company, the Participant agrees to deliver to the Company at the time of any complete or partial exercise of this Option a written representation that the Shares being acquired upon such exercise are being acquired for investment and not for resale or with a view to the distribution thereof. 13. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy federal, state and local taxes (including the Participant's FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the grant or exercise of the Option. With respect to withholding required upon the exercise of the Option, the Participant may elect, subject to the approval of the Board of Directors of the Company, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market value on the date as of which the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. All such elections shall be irrevocable, made in writing, signed by the Participant, and subject to any restrictions or limitations that the Board of Directors of the Company, in its sole discretion, deems appropriate. IN WITNESS WHEREOF, the Company and the Participant have executed and delivered this Agreement as of the day and year first written above. ATRION CORPORATION By: ------------------------------ Name: ------------------------------ Title: ------------------------------ PARTICIPANT Name: ------------------------------ 11 EXHIBIT A TO OPTION AGREEMENT Participant: ___________________________ Grant Date: ___________________________ Option Price: $12.25 Can Only Be Must Be Shares Subject to Option Exercised After Exercised Before - ------------------------ --------------- ---------------- 12 EXHIBIT B TO OPTION AGREEMENT Pursuant to Paragraph 4 hereof, record partial exercise below: PARTIAL EXERCISE Signature of No. of Shares Date of No. of Share Endorsing Exercised Exercise Remaining Officer - ---------------- -------- ------------ ---------- 13 EX-5 3 d26078_ex-5.txt OPINION OF BERKOWITZ, LEFKOVITS, ISOM & KUSHNER EXHIBIT 5 BERKOWITZ, LEFKOVITS, ISOM & KUSHNER A Professional Corporation 1600 SouthTrust Tower Birmingham, AL 35203 (205) 328-0480 June 19, 2001 Atrion Corporation One Allentown Parkway Allen, Texas 75002 Re: Registration of 22,500 Shares of Common Stock Gentlemen: We have acted as counsel to Atrion Corporation, a Delaware corporation (the "Company"), in connection with the registration of 22,500 shares of the Company's common stock, par value $0.10 per share (the "Shares"), under the Securities Act of 1933 on a Form S-8 registration statement (the "Registration Statement") relating to certain Agreements for Nonqualified Stock Options for Clinical Advisors (the "Agreements"). This opinion is being delivered to you pursuant to item 601(b)(5) of Regulation S-K promulgated by the Securities and Exchange Commission. In so acting, we have examined the Registration Statement, together with originals or copies of such corporate records, agreements, documents and other instruments, and of certificates or comparable documents of public officials and of officers or other representatives of the Company, and we have made such inquiry of such officers and representatives, as we have deemed relevant and necessary for the purposes of the opinion set forth herein. Based upon the foregoing, we are of the opinion that the Shares which are the subject of the Registration Statement have been duly authorized and, when sold in accordance with the Agreements, will be validly issued, fully paid and non-assessable shares of common stock of the Company. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. This opinion is being rendered solely for the purpose described above and is not to be used or relied upon by any other person and, except as provided in the preceding paragraph, may not be disclosed, quoted, filed with any governmental agency or otherwise referred to without our written consent. Very truly yours, /s/ BERKOWITZ, LEFKOVITS, ISOM & KUSHNER A Professional Corporation 14 EX-23.B 4 d26078_ex23-b.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23b CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to Atrion Corporation's Agreements for Nonqualified Stock Options for Clinical Advisors of our report dated February 16, 2001, with respect to the financial statements of Atrion Corporation included in its Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ ARTHUR ANDERSEN LLP Atlanta, Georgia June 15, 2001 -----END PRIVACY-ENHANCED MESSAGE-----