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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Atrion Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
049904105
(CUSIP Number)
John P. Stupp, Jr.
120 South Central Avenue
Suite 1650
St. Louis, MO 63105
(314) 638-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 22, 1998
Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e),13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
<TABLE>
CUSIP No. 049904105
<S> <C> <C>
1 NAME OF REPORTING PERSON
John P. Stupp, Jr.
S. S. NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO and PF
5 CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
20,500
8 SHARED VOTING POWER
135,000
9 SOLE DISPOSITIVE POWER
20,500
10 SHARED DISPOSITIVE POWER
135,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
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SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, par value $.10 per
share (the "Shares"), of Atrion Corporation, a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is One
Allentown Parkway, Allen, Texas 75002.
Item 2. Identity and Background
(a) This statement is filed by John P. Stupp, Jr.
(b) 120 South Central Avenue
Suite 1650
St. Louis, MO 63105
(c) Executive Vice President and Chief Operating Officer
Stupp Bros., Inc. (a diversified holding company)
120 South Central Avenue
Suite 1650
St. Louis, MO 63105
(d) During the last five years, Mr. Stupp has not been convicted in any
criminal proceeding, excluding traffic violations or similar misdemeanors.
(e) During the last five years, Mr. Stupp has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which, as a result of such proceeding, subjected him to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Stupp is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Stupp beneficially owns 155,500 Shares, of which 135,000 Shares
were acquired by Stupp Bros., Inc. more than 40 years ago in exchange for
property and services and are deemed to be beneficially owned by Mr. Stupp by
reason of his positions as an executive officer and director of Stupp Bros.,
Inc. and as a voting trustee of a voting trust which owns 100% of the voting
stock of Stupp Bros., Inc. Mr. Stupp purchased 4,000 Shares using personal
funds. Mr. Stupp's beneficial ownership includes 4,000 Shares issuable pursuant
to options to purchase Shares granted to him under the Issuer's 1997 Stock
Incentive Plan which are currently exercisable or exercisable within 60 days and
12,500 Shares issuable pursuant to options to purchase Shares granted to him
under the Issuer's 1998 Outside Directors Stock Option Plan which are currently
exercisable or exercisable within 60 days.
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Item 4. Purpose of Transaction
Mr. Stupp acquired the 4,000 Shares held directly by him for investment
purposes and may, from time to time, depending on his evaluation of the Issuer's
business, prospects and financial condition, the market for the Shares, other
opportunities available to Mr. Stupp, general economic conditions, regulatory
conditions, financial and stock market conditions and other considerations,
acquire additional Shares or dispose of Shares, either in the open market or in
private transactions, or combinations thereof. The 135,000 Shares held
indirectly by him through Stupp Bros., Inc. were acquired over 40 years ago.
Other than as described in the preceding paragraph or as described in
Item 6 of this Schedule 13D, Mr. Stupp has no plans or proposals which relate to
or would result in: (a) the acquisition or disposition by any person of the
securities of the Issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the Issuer; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
Articles of Incorporation, Bylaws or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of the
Issuer's securities to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an interdealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration under Section
12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to
any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Mr. Stupp is the beneficial owner of 155,500 Shares, representing
approximately 5.5% of the Issuer's outstanding Shares.
(b) Mr. Stupp has (i) sole voting power and sole dispositive power with
respect to 20,500 Shares (including 14,000 Shares which may be acquired by Mr.
Stupp upon exercise of options currently exercisable and 2,500 Shares which may
be acquired by Mr. Stupp upon exercise of options exercisable within 60 days)
and (ii) shared voting power and dispositive power with respect to 135,000
Shares held by Stupp Bros., Inc. With respect to the 135,000 Shares referred to
in clause (ii) of the preceding sentence, voting power and dispositive power is
shared with the other voting trustees, executive officers and directors of Stupp
Bros., Inc. The information required for each of these persons is set out below.
1. (a) Erwin P. Stupp, Jr.
(b) 120 South Central Avenue
Suite 1650
St. Louis, MO 63105
(c) Chairman of the Board of Directors
Stupp Bros., Inc. (diversified holding company)
120 South Central Avenue
Suite 1650
St. Louis, MO 63105
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(d) During the last five years, Erwin P. Stupp,
Jr. has not been convicted in any criminal
proceeding, excluding traffic violations or
similar misdemeanors.
(e) During the last five years, Erwin P. Stupp,
Jr. has not been a party to a civil
proceeding of a judicial or administrative
body of competent jurisdiction which, as a
result of such proceeding, subjected him to
a judgment, decree or final order enjoining
future violations of, or prohibiting or
mandating activities subject to, federal or
state securities laws or finding any
violation with respect to such laws.
(f) Erwin P. Stupp, Jr. is a citizen of the
United States of America.
2. (a) Robert P. Stupp
(b) 120 South Central Avenue
Suite 1650
St. Louis, MO 63105
(c) President
Stupp Bros., Inc.
(diversified holding company)
120 South Central Avenue
Suite 1650
St. Louis, MO 63105
(d) During the last five years, Robert P. Stupp
has not been convicted in any criminal
proceeding, excluding traffic violations or
similar misdemeanors.
(e) During the last five years, Robert P. Stupp
has not been a party to a civil proceeding
of a judicial or administrative body of
competent jurisdiction which, as a result of
such proceeding, subjected him to a
judgment, decree or final order enjoining
future violations of, or prohibiting or
mandating activities subject to, federal or
state securities laws or finding any
violation with respect to such laws.
(f) Robert P. Stupp is a citizen of the United
States of America.
3. (a) E. P. Stupp, III
(b) 2191 Lemay Ferry Road
St. Louis, MO 63125
(c) Chief Executive Officer
Lemay Bank & Trust Co. (banking)
2191 Lemay Ferry Road
St. Louis, MO 63125
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(d) During the last five years, E. P. Stupp, III
has not been convicted in any criminal
proceeding, excluding traffic violations or
similar misdemeanors.
(e) During the last five years, E. P. Stupp,
III has not been a party to a civil
proceeding of a judicial or administrative
body of competent jurisdiction which, as a
result of such proceeding, subjected him to
a judgment, decree or final order enjoining
future violations of, or prohibiting or
mandating activities subject to, federal or
state securities laws or finding any
violation with respect to such laws.
(f) E. P. Stupp, III is a citizen of the United
States of America.
4. (a) R. Philip Stupp
(b) 3800 Weber Road
St. Louis, MO 63125
(c) Executive Vice President
Stupp Bridge Company
(structural steel fabrication)
3800 Weber Road
St. Louis, MO 63125
(d) During the last five years, R. Philip Stupp
has not been convicted in any criminal
proceeding, excluding traffic violations or
similar misdemeanors.
(e) During the last five years, R. Philip Stupp
has not been a party to a civil proceeding
of a judicial or administrative body of
competent jurisdiction which, as a result
of such proceeding, subjected him to a
judgment, decree or final order enjoining
future violations of, or prohibiting or
mandating activities subject to, federal or
state securities laws or finding any
violation with respect to such laws.
(f) R. Philip Stupp is a citizen of the United
States of America.
5. (a) Thomas L. Turner
(b) 120 South Central Avenue
Suite 1650
St. Louis, MO 63105
(c) Chief Financial Officer Stupp Bros., Inc.
(diversified holding company) 120 South
Central Avenue Suite 1650 St. Louis, MO
63105
(d) During the last five years, Mr. Turner has
not been convicted in any criminal
proceeding, excluding traffic violations or
similar misdemeanors.
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(e) During the last five years, Mr. Turner has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which, as a result of such
proceeding, subjected him to a judgment,
decree or final order enjoining future
violations of, or prohibiting or mandating
activities subject to, federal or state
securities laws or finding any violation
with respect to such laws.
(f) Mr. Turner is a citizen of the United States of
America.
6. (a) Kenneth J. Kubacki
(b) 3800 Weber Road
St. Louis, MO 63125
(c) President
Stupp Bridge Company (structural steel
fabrication)
3800 Weber Road
St. Louis, MO 63125
(d) During the last five years, Mr. Kubacki has
not been convicted in any criminal
proceeding, excluding traffic violations or
similar misdemeanors.
(e) During the last five years, Mr. Kubacki has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which, as a result of such
proceeding, subjected him to a judgment,
decree or final order enjoining future
violations of, or prohibiting or mandating
activities subject to, federal or state
securities laws or finding any violation
with respect to such laws.
(f) Mr. Kubacki is a citizen of the United States of
America.
7. (a) Daniel J. O'Leary
(b) 12555 Ronaldson Road
Baton Rouge, LA 70807
(c) President
Stupp Corporation (manufacturer of steel line
pipe)
12555 Ronaldson Road
Baton Rouge, LA 70807
(d) During the last five years, Mr. O'Leary has
not been convicted in any criminal
proceeding, excluding traffic violations or
similar misdemeanors.
(e) During the last five years, Mr. O'Leary has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which, as a result of such
proceeding, subjected him to a judgment,
decree or final order enjoining future
violations of, or prohibiting or
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mandating activities subject to, federal or
state securities laws or finding any
violation with respect to such laws.
(f) Mr. O'Leary is a citizen of the United
States of America.
(c) Mr. Stupp has not effected any transactions in the Shares during
the past 60 days.
(d) Stupp Bros, Inc. has the right to receive dividends from and the
proceeds from any sale of the 135,000 Shares held by it.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
Mr. Stupp has options to purchase 4000 Shares under the Issuer's 1997
Stock Incentive Plan, options to purchase 20,000 Shares under the Issuer's 1998
Outside Directors Stock Option Plan, and may receive further options under the
Issuer's 1997 Stock Incentive Plan. Those options are subject to the terms and
conditions of the option plans listed above and award agreements under those
plans.
Item 7. Material to be Filed as Exhibits
(a) Atrion Corporation 1997 Stock Incentive Plan [Incorporated by
reference to Exhibit 4.4(b) filed with the Issuer's Form S-8
Registration Statement No. 333-56509, dated June 10, 1998];
(b) Form of Atrion Corporation 1997 Stock Incentive Plan Award
Agreement for Nonqualified Stock Option for Director [Incorporated
by reference to Exhibit 4.7 filed with the Issuer's Form S-8
Registration Statement No. 333-56509, dated June 10, 1998];
(c) Atrion Corporation 1998 Outside Directors Stock Option Plan
[Incorporated by reference to Exhibit 4.4 filed with the Issuer's
Form S-8 Registration Statement No. 333-56511, dated June 10,
1998];
(d) Form of Atrion Corporation 1998 Outside Directors Stock Option Plan
Stock Option Agreement [Incorporated by reference to Exhibit 4.5
filed with the Issuer's Form S-8 Registration Statement No.
333-56511, dated June 10, 1998].
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 30, 1999.
/s/ John P. Stupp, Jr.
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John P. Stupp, Jr.
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