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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
ATRION CORPORATION
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(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a(6)(i) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and how it was
determined):
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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[ATRION LOGO]
FOR IMMEDIATE RELEASE
ATRION REPORTS FIRST QUARTER RESULTS
ALLEN, TEXAS (MAY 3, 1999) - ATRION CORPORATION (NASDAQ/NM - ATRI) TODAY
ANNOUNCED EARNINGS FOR THE FIRST QUARTER OF $.13 PER DILUTED SHARE IN LINE WITH
PREVIOUSLY ANNOUNCED EXPECTATIONS. NET INCOME WAS $.15 PER DILUTED SHARE IN THE
FIRST QUARTER OF 1998. REVENUES FOR THE FIRST QUARTER INCREASED 14% TO
$11,580,000 COMPARED WITH $10,162,000 IN THE FIRST QUARTER IN 1998. THE INCREASE
IN REVENUES IN 1999 OVER THE FIRST QUARTER IN 1998 WAS PRIMARILY ATTRIBUTABLE TO
THE INCLUSION FOR THE FULL QUARTER IN 1999 OF REVENUES FROM THE PRODUCT LINES
AND OPERATIONS ACQUIRED ON JANUARY 30, 1998.
COMMENTING ON THE COMPANY'S RESULTS, EMILE A. BATTAT, CHAIRMAN, SAID
"OPERATING INCOME BEFORE INTEREST AND TAXES FOR THE 1999 FIRST QUARTER WAS
HIGHER THAN IN THE FIRST QUARTER OF 1998 EVEN WITH THREE MONTHS OF INCREASED
COSTS ASSOCIATED WITH THE DEVELOPMENT AND MARKETING OF OUR MYOCARDIAL PROTECTION
SYSTEM (MPS) IN THE 1999 QUARTER COMPARED WITH TWO MONTHS OF THOSE COSTS IN THE
FIRST QUARTER OF 1998. OUR 1999 FIRST QUARTER EARNINGS WERE ALSO SIGNIFICANTLY
HIGHER THAN OUR EARNINGS PER SHARE OF $.07 IN EACH OF THE THIRD AND FOURTH
QUARTERS OF 1998. THESE INCREASES REFLECT IMPROVEMENTS IN THE RESULTS OF OUR
ESTABLISHED BUSINESSES AND REDUCTIONS IN CERTAIN CORPORATE EXPENSES. WE EXPECT
THESE TRENDS TO CONTINUE FOR THE REST OF 1999 AND EXPECT SIGNIFICANTLY HIGHER
PER SHARE EARNINGS FROM CONTINUING OPERATIONS FOR THE FULL YEAR COMPARED WITH
1998. WE ARE ALSO PLEASED WITH THE CONTINUED PROGRESS AND ACCEPTANCE OF OUR MPS
SYSTEM."
THE COMPANY REPURCHASED 136,600 SHARES OF ATRION COMMON DURING THE
QUARTER ENDED MARCH 31, 1999 IN AN OPEN MARKET TRANSACTION. LAST WEEK, THE
COMPANY COMPLETED THE PURCHASE OF AN ADDITIONAL 301,524 SHARES IN A DUTCH
AUCTION TENDER OFFER. AFTER THESE REPURCHASES THE COMPANY'S BOOK VALUE NOW
EXCEEDS $18.00 PER SHARE BASED UPON ITS 2,524,429 SHARES CURRENTLY OUTSTANDING.
ATRION CORPORATION DESIGNS, DEVELOPS, MANUFACTURES, SELLS AND
DISTRIBUTES MEDICAL PRODUCTS AND COMPONENTS TO MARKETS WORLDWIDE.
THE STATEMENTS IN THIS PRESS RELEASE THAT ARE FORWARD LOOKING ARE BASED UPON
CURRENT EXPECTATIONS AND ACTUAL RESULTS MAY DIFFER MATERIALLY. SUCH STATEMENTS
INCLUDE, BUT ARE NOT LIMITED TO, ATRION'S EXPECTATIONS REGARDING RESULTS FOR
ESTABLISHED BUSINESSES AND THE LEVEL OF CORPORATE EXPENSES FOR THE REMAINDER OF
1999 AND THE COMPANY'S EARNINGS FROM CONTINUING OPERATIONS FOR THE FULL YEAR OF
1999. FORWARD-LOOKING STATEMENTS CONTAINED HEREIN INVOLVE RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY, INCLUDING,
BUT NOT LIMITED TO, THE EFFECT OF CHANGING ECONOMIC AND BUSINESS CONDITIONS,
MARKET ACCEPTANCE OF THE COMPANY'S PRODUCTS, CHANGES IN EXPECTED RESEARCH AND
DEVELOPMENT REQUIREMENTS, CHANGES IN GROWTH OF THE MEDICAL PRODUCTS INDUSTRY AND
OTHER FACTORS SET FORTH IN THE COMPANY'S FILINGS WITH THE SEC.
CONTACT:
JEFFERY STRICKLAND
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(972) 390-9800
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ATRION CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
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1999 1998
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<S> <C> <C>
REVENUES $11,580 $10,162
COST OF GOODS SOLD 6,956 6,428
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GROSS PROFIT 4,624 3,734
OPERATING EXPENSES 4,018 3,155
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OPERATING INCOME 606 579
INTEREST INCOME (EXPENSE), NET 6 193
OTHER INCOME, NET 11 28
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INCOME BEFORE INCOME TAXES 623 800
INCOME TAX PROVISION 229 302
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NET INCOME $ 394 $ 498
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EARNINGS PER BASIC SHARE $ .13 $ .15
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WEIGHTED AVERAGE BASIC SHARES OUTSTANDING 2,920 3,234
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EARNINGS PER DILUTED SHARE $ .13 $ .15
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WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING 2,944 3,238
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</TABLE>
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ATRION CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 31, Dec. 31,
1999 1998
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 181 $ 5,635
Accounts receivable 7,763 7,278
Inventories 9,129 8,568
Other current assets 1,878 1,358
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Total current assets 18,951 22,839
Property, plant and equipment, net 23,919 17,394
Other assets 20,199 20,182
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$63,069 $60,415
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 5,224 $ 3,929
Current maturities of long-term debt -- 203
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Total current liabilities 5,224 4,132
Long-term debt 2,170 --
Other non-current liabilities 6,965 6,914
Stockholders' equity 48,710 49,369
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$63,069 $60,415
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</TABLE>
-END-
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ON MAY 4, 1999 A COPY OF THE FOREGOING NEWS RELEASE ANNOUNCING FIRST QUARTER
RESULTS WAS SENT TO CERTAIN PERSONS ON ATRION CORPORATION'S NORMAL FACSIMILE
DISTRIBUTION LIST. ON MAY 5, 1999 ATRION CORPORATION ADVISED EACH OF THOSE
PERSONS THAT THE FOLLOWING INFORMATION WAS BEING PROVIDED TO THEM IN CONNECTION
WITH THAT NEWS RELEASE AND FORWARDED SUCH INFORMATION TO EACH OF THOSE PERSONS.
CERTAIN ADDITIONAL INFORMATION
ATRION CORPORATION (THE "COMPANY") IS ENGAGED IN AN "ELECTION CONTEST" FOR
THE PURPOSE OF RULE 14A-11 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT"), AS A RESULT OF THE PLANS OF THE ATRION
STOCKHOLDER COMMITTEE AND ITS TWO MEMBERS TO SOLICIT PROXIES FOR THE ELECTION OF
SUCH MEMBERS AS DIRECTORS OF THE COMPANY AT THE COMPANY'S 1999 ANNUAL MEETING IN
OPPOSITION TO THE NOMINEES OF THE COMPANY'S BOARD OF DIRECTORS. RULE 14A-11
REQUIRES THAT CERTAIN INFORMATION BE PROVIDED WITH ANY "SOLICITATION" OF
SECURITY HOLDERS PRIOR TO FURNISHING THEM A WRITTEN PROXY STATEMENT CONTAINING
CERTAIN SPECIFIED INFORMATION. ALTHOUGH THE FOREGOING NEWS RELEASE MAY NOT
CONSTITUTE A "SOLICITATION" WITHIN THE MEANING OF THE PROXY RULES UNDER THE
EXCHANGE ACT, THE INFORMATION SET FORTH BELOW IS FURNISHED IN THE EVENT THAT
SUCH NEWS RELEASE IS DEEMED TO CONSTITUTE A "SOLICITATION."
THE COMPANY AND CERTAIN OTHER PERSONS NAMED BELOW MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES IN CONNECTION WITH THE COMPANY'S
1999 ANNUAL MEETING OF STOCKHOLDERS. THE PARTICIPANTS IN THIS SOLICITATION MAY
INCLUDE THE FOLLOWING DIRECTORS OF THE COMPANY OR OFFICERS OR EMPLOYEES OF THE
COMPANY OR ITS SUBSIDIARIES WHO, AS OF APRIL 27, 1999, BENEFICIALLY OWNED (AS
DETERMINED IN ACCORDANCE WITH RULE 13D-3 UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED) THE NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY INDICATED:
(I) DIRECTORS: EMILE A. BATTAT, 88,300 SHARES (INCLUDING 24,000 SHARES ISSUABLE
PURSUANT TO OPTIONS EXERCISABLE ON APRIL 27, 1999 OR WITHIN 60 DAYS THEREAFTER);
RICHARD O. JACOBSON, 93,900 SHARES (INCLUDING 16,500 SHARES ISSUABLE PURSUANT TO
OPTIONS EXERCISABLE ON APRIL 27, 1999 OR WITHIN 60 DAYS THEREAFTER); JEROME J.
MCGRATH, 20,800 SHARES (INCLUDING 16,500 SHARES ISSUABLE PURSUANT TO OPTIONS
EXERCISABLE ON APRIL 27, 1999 OR WITHIN 60 DAYS THEREAFTER); JOHN H. P. MALEY,
17,500 SHARES (INCLUDING 16,500 SHARES ISSUABLE PURSUANT TO OPTIONS EXERCISABLE
ON APRIL 27, 1999 OR WITHIN 60 DAYS THEREAFTER); HUGH J. MORGAN, JR., 46,000
SHARES (INCLUDING 16,500 SHARES ISSUABLE PURSUANT TO OPTIONS EXERCISABLE ON
APRIL 27, 1999 OR WITHIN 60 DAYS THEREAFTER); J. KENNETH SMITH, 21,220 SHARES
(INCLUDING 16,500 SHARES ISSUABLE PURSUANT TO OPTIONS EXERCISABLE ON APRIL 27,
1999 OR WITHIN 60 DAYS THEREAFTER); ROGER F. STEBBING, 19,300 SHARES (INCLUDING
16,500 SHARES ISSUABLE PURSUANT TO OPTIONS EXERCISABLE ON APRIL 27, 1999 OR
WITHIN 60 DAYS THEREAFTER); AND JOHN P. STUPP JR., 155,500 SHARES (INCLUDING
16,500 SHARES ISSUABLE PURSUANT TO OPTIONS EXERCISABLE ON APRIL 27, 1999 OR
WITHIN 60 DAYS THEREAFTER); AND (II) OTHER MEMBERS OF MANAGEMENT OR EMPLOYEES OF
THE COMPANY OR ITS SUBSIDIARIES: JEFFERY STRICKLAND (VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, SECRETARY AND TREASURER OF THE COMPANY), 34,584 SHARES
(INCLUDING 31,700 SHARES ISSUABLE PURSUANT TO OPTIONS EXERCISABLE ON APRIL 27,
1999 OR WITHIN 60 DAYS THEREAFTER); CHARLES S. GAMBLE (PRESIDENT, HALKEY-
ROBERTS CORPORATION), 6,300 SHARES (INCLUDING 4,000 SHARES ISSUABLE PURSUANT TO
OPTIONS EXERCISABLE ON APRIL 27, 1999 OR WITHIN 60 DAYS THEREAFTER); MICHAEL S.
BOYLAN (DIRECTOR OF MARKETING, QUEST MEDICAL, INC.), 1,500 SHARES (ALL OF WHICH
ARE SHARES ISSUABLE PURSUANT TO OPTIONS EXERCISABLE ON APRIL 27, 1999 OR WITHIN
60 DAYS THEREAFTER); KENNETH A. JONES (SENIOR VICE PRESIDENT OF OPERATIONS,
QUEST MEDICAL, INC.), 5,000 SHARES (ALL OF WHICH ARE SHARES ISSUABLE PURSUANT TO
OPTIONS EXERCISABLE ON APRIL 27, 1999 OR WITHIN 60 DAYS THEREAFTER); AND R.
CHRIS KLEIN (CONTROLLER, QUEST MEDICAL, INC.), 600 SHARES (ALL OF WHICH ARE
SHARES ISSUABLE PURSUANT TO OPTIONS EXERCISABLE ON APRIL 27, 1999 OR WITHIN 60
DAYS THEREAFTER). ALL DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
BENEFICIALLY OWNED 503,404 SHARES OF COMMON STOCK OF THE COMPANY (INCLUDING
175,200 SHARES
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OF COMMON STOCK ISSUABLE PURSUANT TO OPTIONS EXERCISABLE ON APRIL 27, 1999 OR
WITHIN 60 DAYS THEREAFTER) AS OF APRIL 27, 1999, CONSTITUTING 18.2% OF THE SUM
OF (I) THE 2,524,429 SHARES OF COMMON STOCK OUTSTANDING AT THE CLOSE OF BUSINESS
ON APRIL 27, 1999 AND (II) THE 237,200 SHARES OF COMMON STOCK ISSUABLE PURSUANT
TO OPTIONS EXERCISABLE ON THAT DATE OR WITHIN 60 DAYS THEREAFTER.
