0001102624-12-000902.txt : 20121113 0001102624-12-000902.hdr.sgml : 20121112 20121113172713 ACCESSION NUMBER: 0001102624-12-000902 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121113 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121113 DATE AS OF CHANGE: 20121113 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32982 FILM NUMBER: 121200013 BUSINESS ADDRESS: STREET 1: ONE ALLENTOWN PARKWAY CITY: ALLEN STATE: TX ZIP: 75002 BUSINESS PHONE: 9723909800 MAIL ADDRESS: STREET 1: ONE ALLENTOWN PARKWAY CITY: ALLEN STATE: TX ZIP: 75002 FORMER COMPANY: FORMER CONFORMED NAME: ALATENN RESOURCES INC DATE OF NAME CHANGE: 19920703 8-K 1 atrion8k.htm ATRION CORPORATION 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: November 13, 2012
(Date of earliest event reported)

Atrion Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
0-10763
(Commission File Number)
63-0821819
(IRS Employer
Identification Number)

One Allentown Parkway, Allen, Texas
(Address of principal executive offices)
  75002
(Zip Code)

972-390-9800
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On November 13, 2012, the Board of Directors of Atrion Corporation (the "Company") declared a special cash dividend of $10.00 per share on its common stock, payable on December 10, 2012 to stockholders of record at the close of business on November 26, 2012. The text of the Company's press release announcing the special cash dividend is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1       Press Release of Atrion Corporation dated November 13, 2012


SIGNATURE

      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 hereunto duly authorized.


Dated: November 13, 2012
ATRION CORPORATION

By:  /s/ David A. Battat                    
     David A. Battat
     President & CEO


Exhibit Index
Exhibit No. Description
99.1 Press Release of Atrion Corporation dated November 13, 2012
EX-99 2 atrioncorporation.htm ATRION CORPORATION PRESS RELEASE

Atrion Corporation Declares Special Cash Dividend of $10.00 Per Share

ALLEN, TX -- (Marketwire - November 13, 2012) - Atrion Corporation (NASDAQ: ATRI) today announced that its Board of Directors has declared a special cash dividend of $10.00 per share on its outstanding common stock. The dividend will be payable on December 10, 2012 to stockholders of record at the close of business on November 26, 2012.

Commenting on the dividend action, David A. Battat, President and CEO, stated "This special cash dividend reflects the Company's solid capitalization and its continuing ability to generate strong cash flows from operations. As of September 30, 2012 the Company had no debt and had cash and investments totaling $62.2 million. The special dividend totaling approximately $20.2 million demonstrates the Board's commitment to maximizing return to stockholders and provides a way for our stockholders to realize the benefit of our cash position. After payment of the dividend the Company will continue to have a strong financial position that, along with anticipated future free cash flows and available credit lines, is more than adequate to meet our capital needs for the foreseeable future."

Atrion Corporation develops and manufactures products primarily for medical applications. The Company's website is www.atrioncorp.com.

Statements in this press release that are forward looking are based upon current expectations and actual results or future events may differ materially. Such statements include, but are not limited to, the Company's financial position after payment of the special cash dividend and the availability of funds to meet the Company's future capital needs. Words such as "will," "expects," "believes," "anticipates," "intends," "should," "plans," and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve risks and uncertainties. The following are some of the factors that could cause actual results or future events to differ materially from those expressed in or underlying our forward-looking statements: changing economic, market and business conditions; acts of war or terrorism; the effects of governmental regulation; competition and new technologies; slower-than-anticipated introduction of new products or implementation of marketing strategies; the Company's ability to protect its intellectual property; changes in the prices of raw materials; changes in product mix; and intellectual property and product liability claims and product recalls. The foregoing list of factors is not exclusive, and other factors are set forth in the Company's filings with the Securities and Exchange Commission.

Contact:
Jeffery Strickland
Vice President and Chief Financial Officer
(972) 390-9800