<PAGE> 1
As filed with the Securities and Exchange Commission on June 10, 1998
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
1998 OUTSIDE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
------------------------------
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)
------------------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 270,000 shares (2) $2,970,000 $876
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents shares issuable upon the exercise of options previously
granted or available for grant under the Atrion Corporation 1998
Outside Directors Stock Option Plan (the "Plan"). In addition to the
270,000 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 90,000 shares
issuable upon exercise of options previously granted, the exercise
price of such options and, in the case of 180,000 shares 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.
<PAGE> 2
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.
Page 2 of 27 pages
<PAGE> 3
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.
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
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 &
</TABLE>
Page 3 of 27 pages
<PAGE> 4
<TABLE>
<S> <C>
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 Atrion Corporation 1998 Outside Directors Stock Option Plan
(2)(3)
4.5 Form of Stock Option Agreement (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)
</TABLE>
- ------------------------------
(1) Incorporated herein by reference as indicated.
(2) Filed herewith.
(3) Management contract or compensatory plan or arrangement.
Page 4 of 27 pages
<PAGE> 5
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
Page 5 of 27 pages
<PAGE> 6
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.
Page 6 of 27 pages
<PAGE> 7
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
------------------------------
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.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/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
- -------------------------
Emile A. Battat
</TABLE>
Page 7 of 27 pages
<PAGE> 8
/s/ Richard O. Jacobson Director June 10, 1998
- -------------------------
Richard O. Jacobson
/s/ John H. P. Maley Director June 10, 1998
- -------------------------
John H. P. Maley
/s/ Jerome J. McGrath Director June 10, 1998
- -------------------------
Jerome J. McGrath
/s/ Hugh J. Morgan, Jr. Director June 10, 1998
- -------------------------
Hugh J. Morgan, Jr.
/s/ J. Kenneth Smith Director June 10, 1998
- -------------------------
J. Kenneth Smith
/s/ Roger F. Stebbing Director June 10, 1998
- -------------------------
Roger F. Stebbing
/s/ John P. Stupp, Jr. Director June 10, 1998
- -------------------------
John P. Stupp, Jr.
Page 8 of 27 pages
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<S> <C> <C>
4.4 Atrion Corporation 1998 Outside Directors Stock
Option Plan 10
4.5 Form of Stock Option Agreement 17
5 Opinion of Berkowitz, Lefkovits, Isom & Kushner, A
Professional Corporation 24
23.1 Consent of Berkowitz, Lefkovits, Isom & Kushner, A
Professional Corporation (contained in Exhibit 5 filed
herewith)
23.2 Consent of Arthur Andersen LLP 26
</TABLE>
Page 9 of 27 pages
<PAGE> 1
EXHIBIT 4.4
Page 10 of 27 pages
<PAGE> 2
ATRION CORPORATION
1998 OUTSIDE DIRECTORS STOCK OPTION PLAN
ARTICLE 1 - ESTABLISHMENT,
PURPOSE AND DURATION
1.1 Establishment of the Plan. Atrion Corporation, a Delaware Corporation (the
"Company"), hereby establishes a compensation plan to be known as the "Atrion
Corporation 1998 Outside Directors Stock Option Plan" (the "Plan"), as set forth
herein.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the interests of
the Company by providing incentives, which are linked directly to increases in
stockholder value, to attract qualified persons who are not employees of the
Company to serve, and continue their service, as members of the Company's Board
of Directors (the "Board").
1.3 Duration of the Plan. The Plan shall be effective on January 21, 1998, the
date of its adoption by the Board (the "Effective Date"), subject to approval by
the Company's stockholders within twelve (12) months thereafter, such approval
to be by stockholder vote sufficient to satisfy the requirements of The Nasdaq
Stock Market, and shall remain in effect, subject to the right of the Board to
amend or terminate the Plan at any time in accordance with the provisions
hereof, until all shares of common stock of the Company ("Shares") subject to
the Plan shall have been purchased in accordance with the provisions hereof or
the Options to which such Shares are subject shall have been surrendered before
exercise or shall have lapsed.
ARTICLE 2 - DEFINITIONS
Whenever used in the Plan, the following capitalized terms shall have the
meanings set forth below:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Chairman" means the Chairman of the Board of the Company.
2.3 "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and references thereto shall include the applicable Treasury regulations
thereunder.
2.4 "Common Stock" means the ten cent ($0.10) par value common stock of the
Company.
2.5 "Committee" means the committee described in Section 3.1 hereof.
2.6 "Company" means Atrion Corporation, a Delaware corporation, and any
successor as provided in Article 11 hereof.
2.7 "Disability" means physical or mental inability to perform the normal duties
of service as a
Page 11 of 27 pages
<PAGE> 3
member of the Board as determined by a physician selected by the Committee after
an examination of such Optionee; provided, that if such Optionee fails or
refuses to cooperate in such examination the determination of his Disability
shall be made by the Committee in its sole discretion.
2.8 "Effective Date" means the date described in Section 1.3 hereof.
2.9 "Fair Market Value" as of any date means the closing sales price of a Share
on such date as reported by (i) any national securities exchange on which the
Shares are actively traded or (ii) 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.
2.10 "Option" means an option to purchase Shares from the Company granted
pursuant to Article 5 hereof which does not meet the requirements of Section 422
of the Code.
2.11 "Option Price" means the price at which a Share may be purchased by an
Optionee pursuant to the exercise of an Option.
2.12 "Optionee" means an Outside Director who has been granted an Option which
is outstanding hereunder.
2.13 "Outside Director" means any person who is a member of the Board, including
the Chairman, who is not an employee of the Company or any Subsidiary.
2.14 "Plan" means the Atrion Corporation 1998 Outside Directors Stock Option
Plan.
2.15 "Shares" means the shares of Common Stock of the Company.
2.16 "Stock Option Agreement" means a written agreement between the Company and
an Optionee setting forth the terms and provisions applicable to an Option
granted by the Company to such Optionee hereunder.
2.17 "Subsidiary" means any corporation, partnership, joint venture, affiliate
or other entity of which a majority of the voting stock or power is beneficially
owned, directly or indirectly, by the Company.
ARTICLE 3 - ADMINISTRATION
3.1 Authority of Board or Committee. This Plan shall be administered by the
Board or by a committee appointed by the Board (the "Committee"). In the event
the Board fails to appoint or refrains from appointing a Committee, the Board
shall have all power and authority to administer this Plan. In such event, the
word "Committee" wherever used herein shall be deemed to mean the Board. The
Committee shall, subject to the provisions of the Plan, have the power to
construe this Plan, to determine all questions hereunder, and to adopt and amend
such rules and regulations for the administration of this Plan as it may deem
desirable. No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to this Plan or any
option granted under it.
3.2 Decisions Binding. All determinations and decisions made by the Committee
pursuant to the
Page 12 of 27 pages
<PAGE> 4
provisions of the Plan shall be final, conclusive and binding on all persons,
including the Company, its directors and their estates and beneficiaries.
ARTICLE 4 - SHARES SUBJECT TO PLAN
4.1 Available Shares. The total number of Shares for which Options may be
granted under this Plan shall not exceed 270,000 Shares, subject to adjustment
in accordance with Section 4.2 hereof. Shares subject to this Plan are
authorized but unissued Common Stock or Common Stock that was once issued and
subsequently reacquired by the Company. If any Options granted under this Plan
are surrendered before exercise or lapse without exercise, in whole or in part,
the Shares subject to such grant shall not again be available for the grant of
Options under this Plan.
4.2 Adjustments in Shares. 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 Code) or any partial or complete liquidation
of the Company, an appropriate adjustment shall be made in the number and class
of Shares reserved under the Plan, in the number, class and Option Price of
Shares subject to the unexercised portion of outstanding Options granted under
the Plan, and the number of Shares that are to be subject to, and are to be
included in, each future grant of Options to be made in accordance with Section
5.1 hereof, as may be necessary to prevent dilution or enlargement of rights;
provided, however, that the number of Shares subject to any Option shall always
be a whole number.
ARTICLE 5 - OPTIONS
5.1 Annual Grants; Option Price. On each of February 1, 1998, February 1, 1999
and February 1, 2000, each person who is then serving as a member of the Board
and is an Outside Director, other than the Chairman, shall be granted
automatically, without any action by the Committee, an Option to purchase Ten
Thousand (10,000) Shares, subject to adjustment in accordance with Section 4.2
of this Plan, and the person who is then serving as Chairman, if he is an
Outside Director, shall be granted automatically, without any action by the
Committee, an Option to purchase Twenty Thousand (20,000) Shares, subject to
adjustment in accordance with Section 4.2 of this Plan. The Option Price shall
equal the Fair Market Value of the Common Stock as of the date of grant.
5.2 Vesting. Each Option granted hereunder shall vest, and thereby become
exercisable, in four (4) equal quarterly installments on the May 1, August 1,
November 1 and February 1 next succeeding the date on which such Option is
granted; provided, however, that for each such installment to vest the Optionee
shall then be serving as an Outside Director on the vesting date for such
installment.
5.3 Period of Option. Unless sooner terminated in accordance with the provisions
of Section 5.4 below, each Option shall expire on the date which is ten (10)
years after the date on which the Option is granted.
5.4 Termination of Outside Directorship. In the event an Optionee ceases to be
an Outside Director for any reason other than death or Disability, such Optionee
shall have the right to exercise his Options at any time within six (6) months
after the date on which he ceased to be an Outside Director to the
Page 13 of 27 pages
<PAGE> 5
extent of the full number of Shares he was entitled to purchase on exercise of
the Options on the date of cessation, subject to the condition that no Option
shall be exercisable after the expiration of the term of the Option as provided
in Section 5.3 above. In the event Optionee ceases to be an Outside Director by
reason of Optionee's death or Disability, such Options may be exercised at any
time within twelve (12) months after the date on which he ceased to be an
Outside Director by Optionee or Optionee's legal representative, in the case of
Disability, or by Optionee's heir or legatee or the personal representative,
administrator or executor of Optionee's estate, in the case of death, to the
extent of the full number of Shares the Optionee was entitled to purchase on
exercise of the Option on the date of cessation, subject to the condition that
no Option shall be exercisable after the term of the Option as provided in
Section 5.3 above.
5.5 Non-Transferability of Option. No Option shall be transferable by an
Optionee except by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order, and during Optionee's lifetime his Options
shall be exercisable only by Optionee or the transferee of the Option pursuant
to a qualified domestic relations order, except as otherwise specifically
provided in Section 5.4 above in the case of Optionee's Disability.
5.6 Exercise of Options. The Shares subject to an Option may be purchased in
such installments and on such exercise dates as shall be set forth in the Plan
or the Stock Option Agreement. Any Shares not purchased on the applicable
exercise date may be purchased thereafter at any time prior to the final
expiration of the Option, subject to the provisions of Section 5.4 above. In no
event shall any Option be exercised, in whole or in part, after its expiration
date.
5.7 Payment. Options shall be exercised by the delivery of a written notice of
exercise to the Company, setting forth the number of Shares with respect to
which the Option is to be exercised, accompanied by full payment for the Shares.
The Option Price upon exercise of any Option shall be payable to the Company:
(a) in cash or its equivalent, or (b) by tendering previously acquired Shares
having an aggregate Fair Market Value at the time of exercise equal to the
aggregate Option Price, or (c) by a combination of (a) and (b). The Committee
also may allow cashless exercise or payment by any other means which the
Committee determines to be consistent with the Plan's purpose and applicable
law. As soon as practicable after receipt of a written notification of exercise
and full payment, the Company shall deliver to the Optionee, in the Optionee's
name, Share certificates in an appropriate amount based upon the number of
Shares purchased under the Option.
5.8 Restrictions on Transferability. The Committee may impose such restrictions
on the transfer of Shares acquired pursuant to the exercise of an Option granted
under this Plan as it may deem advisable including, without limitation,
restrictions under applicable federal securities laws, under the requirements of
any stock exchange or market upon which the Common Stock is then listed or
traded and under any state securities laws applicable to such Shares.
5.9 Stock Option Agreements. Each Option granted shall be evidenced by a Stock
Option Agreement that shall specify the Option Price, the term of the Option,
the number of Shares subject to such Option and such other provisions as the
Committee shall determine which are not inconsistent with the provisions of the
Plan.
ARTICLE 6 - LIMITATION OF RIGHTS
6.1 No Right to Continue as a Director. Neither the Plan nor any action taken
pursuant to the Plan
Page 14 of 27 pages
<PAGE> 6
shall confer upon any Outside Director any right to continue as a director of
the Company for any period of time or at any particular rate of compensation.
6.2 No Stockholder Rights. An Optionee shall have no rights as a stockholder
with respect to the Shares subject to Options until the date of issuance to such
Optionee of the stock certificate following the exercise of the Option therefor.
ARTICLE 7 - BENEFICIARY DESIGNATIONS
Each Optionee may, from time to time, designate any beneficiary or beneficiaries
(who may be named contingently or successively) to whom any benefit under the
Plan is to be paid in case of his death before he receives any or all of such
benefit. Each such designation shall revoke all prior designations by the same
Optionee, shall be in a form prescribed by the Company, and will be effective
only when filed by the Optionee in writing with the Company during the
Optionee's lifetime. In the absence of any such designation, benefits remaining
unpaid at the Optionee's death shall be paid to the Optionee's estate.
ARTICLE 8 - AMENDMENT, MODIFICATION AND TERMINATION
The Board may at any time, and from time to time, alter, amend, discontinue,
suspend or terminate the Plan in whole or in part; provided, however, that no
amendment or modification made without stockholder approval may (i) increase the
number of Shares subject to the Plan (except as provided in Section 4.2 hereof,
(ii) materially modify the requirements as to eligibility to receive Options
under the Plan or (iii) materially increase benefits accruing to Outside
Directors hereunder and no termination, amendment, or modification of the Plan
shall adversely affect in any material way any Option previously granted under
the Plan without the written consent of the Optionee holding such Option.
ARTICLE 9 - WITHHOLDING
9.1 Tax Withholding. The Company shall have the power and the right to deduct or
withhold, or require an Optionee to remit to the Company, an amount sufficient
to satisfy federal, state and local taxes (including the Optionee's FICA
obligation) required by law to be withheld with respect to any taxable event
arising as a result of this Plan.
9.2 Share Withholding. With respect to withholding required upon the exercise of
Options, Optionee may elect, subject to the approval of the Committee, 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 Optionee, and subject to any restrictions or limitations that the
Committee, in its sole discretion, deems appropriate.
ARTICLE 10 - INDEMNIFICATION
Each person who is or shall have been a member of the Committee shall be
indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon
Page 15 of 27 pages
<PAGE> 7
or reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be a party or in which he may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof, with the
Company's approval, or paid by him in satisfaction of any judgment in any such
action, suit, or proceeding against him, provided he shall give the Company an
opportunity, at its own expense, to defend the same before he undertakes to
defend it on his own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Certificate of Incorporation or Bylaws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.
ARTICLE 11 - SUCCESSORS
All obligations of the Company under the Plan with respect to Options granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
or assets of the Company.
ARTICLE 12 - MISCELLANEOUS
12.1 Gender and Number. Whenever the context so requires, the singular shall
include the plural and the plural shall include the singular and the gender of
any pronoun shall include the other gender.
12.2 Severability. The invalidity of this Plan with respect to one or more
persons shall not affect the rights and obligations of any other person
hereunder in any manner whatsoever. The invalidity of one or more provisions of
this Plan shall not affect the validity of any other provision of this Plan in
any manner whatsoever.
12.3 Requirements of Law. The granting of Options and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.
12.4 Securities Laws Compliance. Transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended. To the extent any provision of the
Plan or action by the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.
12.5 Governing Law. This Plan shall be construed according to the laws of the
State of Delaware.
Page 16 of 27 pages
<PAGE> 1
EXHIBIT 4.5
Page 17 of 27 pages
<PAGE> 2
ATRION CORPORATION
1998 OUTSIDE DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
effective as of the 1st day of February, ________, by and between Atrion
Corporation, a Delaware corporation (the "Company"), and ___________, an Outside
Director of the Company (the "Optionee"), pursuant to the Atrion Corporation
1998 Outside Directors Stock Option Plan, as it may be amended and restated from
time to time (the "Plan"). Capitalized terms used but not defined herein shall
have the meanings set forth in the Plan.
W I T N E S S E T H:
WHEREAS, the Optionee is an Outside Director, as defined in Section
2.13 of the Plan; and
WHEREAS, in accordance with Article 5 of the Plan the Optionee has been
granted the Option described herein.
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 and approval of the Plan
by stockholders as set forth in Section 1.3 of the Plan, the Company has granted
to the Optionee, in accordance with Section 5.1 of the Plan, 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 Option
Price set forth on Exhibit A attached hereto.
2. The Option shall be exercised by delivery to the Company at its
principal office of written notice of the Optionee's intent to exercise the
Option with respect to the number of Shares then being purchased, in the form
attached hereto as Exhibit B, 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 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 Optionee; 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
Optionee.
3. The Option may be exercised and Shares may be purchased by the
Optionee as the result of such exercise only during the terms set forth on
Exhibit A attached hereto; provided, however,
Page 18 of 27 pages
<PAGE> 3
that in order for the Option to vest, and thereby become exercisable, on the
dates set forth on Exhibit A attached hereto, the Optionee must then be serving
as an Outside Director on such dates; and provided, further, that in no event
shall the total number of Shares purchased hereunder pursuant to the exercise of
the Option exceed the number set forth on Exhibit A attached hereto, as the same
may be adjusted in accordance with the Plan, 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 Optionee ceases to be an Outside Director
other than as a result of the Optionee's death or Disability, the Option may be
exercised, to the extent of the full number of Shares which the Optionee was
entitled to purchase on exercise of the Option on the date of cessation, at any
time after the date of such cessation and before the earlier of (i) six (6)
months and (ii) the expiration date of the Option.
(b) In the event the Optionee ceases to be an Outside Director
by reason of the Optionee's death or Disability, the Option may be exercised by
Optionee or Optionee's legal representative, in the case of Disability, or by
Optionee's heir or legatee or the personal representative, administrator or
executor of Optionee's estate, in the case of death, to the extent of the full
number of Shares the Optionee was entitled to purchase on exercise of the Option
on the date of cessation, at any time after such cessation and before the
earlier of (i) twelve (12) months and (ii) the expiration date of the Option.
4. In case of any exercise of the Option, this Agreement, accompanied
by a fully executed notice of exercise in the form attached as Exhibit B and 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 Optionee (or, in the
event of a cashless exercise, to the Optionee's broker-dealer), as soon as
reasonably may be done in accordance with the terms of the Plan, 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 C 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
Optionee.
5. The Option is personal to the Optionee and may not in any manner or
respect be assigned or transferred otherwise than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order, and is
exercisable during the Optionee's lifetime only by the Optionee or the
transferee of the Option pursuant to a qualified domestic relations order,
except as specifically provided in Paragraph 3(b) above in the case of
Optionee's Disability. 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, the provisions of the Plan (all of the terms of which are
incorporated herein by reference) and to any rules which might be adopted by the
Board or the Committee 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. 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 validity or
Page 19 of 27 pages
<PAGE> 4
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.
9. 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.
10. This Agreement may be executed in counterparts, each of which shall
be considered an original, and such counterparts shall, together, constitute and
be one and the same instrument.
11. Upon demand by the Company, the Optionee 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. Upon such demand, delivery of such representation prior to the delivery
of any Shares issued upon exercise of this Option and prior to the expiration of
the Option period shall be a condition precedent to the right of the Optionee or
any other persons to purchase Shares hereunder.
12. The Company shall have the power and the right to deduct or
withhold, or require the Optionee to remit to the Company, an amount sufficient
to satisfy federal, state and local taxes (including the Optionee'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 Optionee may elect,
subject to the approval of the Committee, 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 Optionee,
and subject to any restrictions or limitations that the Committee, in its sole
discretion, deems appropriate.
IN WITNESS WHEREOF, the Company and the Optionee have executed and
delivered this Agreement as of the day and year first written above.
ATRION CORPORATION
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
OPTIONEE
-------------------------------------
Page 20 of 27 pages
<PAGE> 5
EXHIBIT A
TO
STOCK OPTION AGREEMENT
Optionee:
Grant Date:
Option Price:
<TABLE>
<CAPTION>
Shares Can Only Be Must Be
Subject to Option Exercised On or After Exercised Before
- ----------------- --------------------- ----------------
<S> <C> <C>
</TABLE>
Page 21 of 27 pages
<PAGE> 6
EXHIBIT B
TO
STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
Atrion Corporation
- -----------------------
- -----------------------
- -----------------------
Pursuant to Paragraph 3 of the Stock Option Agreement dated as of February 1,
1998, the undersigned hereby exercises Option held by the undersigned with
respect to _________________ (____) Shares of the Company
Enclosed pleae find the following (Please check appropriate box)
A check, made payable to the Company, in the amount of
- ---- ____________________Dollars ($_____)in payment of the Option
Price;
A check for ________________________ (______) Shares of the
- ---- Company, having an aggregate Fair Market Value at the time of
exercise equip to ___________________Dollars ($______);
The Option Price is to be paid directly by a registerd
- ---- broker-dealer for the account of the undersigned.
Date: , 19
------------- -- -------------------------
-------------------------
Page 22 of 27 pages
<PAGE> 7
EXHIBIT C
TO
STOCK OPTION AGREEMENT
Pursuant to Paragraph 4 hereof, record partial exercise below:
<TABLE>
<CAPTION>
PARTIAL EXERCISE
Signature of
No. of Shares Date of No. of Shares Endorsing
Exercise Exercise Remaining Officer
- -------- -------- --------- -------
<S> <C> <C> <C>
</TABLE>
Page 23 of 27 pages
<PAGE> 1
EXHIBIT 5
Page 24 of 27 pages
<PAGE> 2
BERKOWITZ, LEFKOVITS, ISOM & KUSHNER
A Professional Corporation
1600 SouthTrust Tower
Birmingham, AL 35203
(205) 328-0480
June 10, 1998
Board of Directors
Atrion Corporation
Gentlemen:
We have acted as counsel to Atrion Corporation, a Delaware corporation (the
"Company"), in connection with the registration by the Company of 270,000 shares
of common stock, par value $0.10 per share (the "Shares"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, relating to the Atrion Corporation 1998 Outside
Directors Stock Option Plan (the "Plan"). 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 Plan and the related Award Agreements entered into in
connection therewith, 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
Page 25 of 27 pages
<PAGE> 1
EXHIBIT 23.2
Page 26 of 27 pages
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Atrion Corporation 1998 Outside
Directors Stock Option Plan of our report dated February 20, 1998, with respect
to the financial statements of Atrion Corporation included in its Annual Report
on Form 10-K for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 10, 1998
Page 27 of 27 pages
