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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
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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): February 25, 1997
Atrion Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-10763 63-0821819
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(State or Other Juris- (Commission (IRS Employer
diction of Incorporation) File Number) Identification No.)
Post Office Box 3869, Muscle Shoals, Alabama 35662-3869
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (205) 383-3631
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ATRION Corporation, P. O. Box 918, Florence, Alabama 35631
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On February 25, 1997, ATRION Corporation, an Alabama corporation
("ATRION Alabama") having a class of securities registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), was
merged (the "Merger") with and into its wholly-owned subsidiary, Atrion
Corporation, a Delaware corporation ("Registrant"). By virtue of the Merger,
each common share, par value $0.10 per share, of ATRION Alabama was converted
into one share of common stock, par value $0.10 per share (the "Common Stock"),
of Registrant and Registrant has succeeded to all the business, properties,
assets and liabilities of ATRION Alabama. Each stock certificate representing
issued and outstanding common shares of ATRION Alabama will continue to
represent the same number of shares of Common Stock of Registrant. The Common
Stock of the Registrant continues to be traded on the Nasdaq Stock Market under
the same symbol ("ATRI") as the common shares of ATRION Alabama were traded on
such system prior to the effective date of the Merger.
Pursuant to Rule 12g-3(a) promulgated under the Exchange Act, the
Common Stock of Registrant is deemed to be registered pursuant to Section 12 of
the Exchange Act. In accordance with Release No. 34-9072 (February 10, 1971),
Registrant is filing this Current Report on From 8-K in lieu of a registration
statement under Section 12(g) of the Exchange Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
Not Applicable.
(b) Pro forma financial information:
Not Applicable.
(c) Exhibits:
See Exhibit Index on page 4 hereof.
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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.
ATRION CORPORATION
By: s/ Jerry A. Howard
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Its: President
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Date: March 6, 1997
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EXHIBIT INDEX
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Exhibit
No. Description Page No.
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2(a) Agreement and Plan of Merger, dated
as of January 2, 1997, by and between
ATRION Corporation, an Alabama corporation,
and Atrion Corporation, a Delaware
corporation (incorporated by reference to
Appendix A to the definitive Proxy Statement
of ATRION Corporation, filed January 10, 1997
(Commission File No. 0-10763)) *
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* Incorporated herein by reference as indicated.
