As filed with the Securities and Exchange Commission on August 17, 2018

Registration No. 333-56509
















Atrion Corporation

(Exact name of Registrant, as specified in its charter)


Delaware   63-0821819
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)


One Allentown Parkway

Allen, Texas 75002

(Address of principal executive offices)




Atrion Corporation

1997 Stock Incentive Plan

(Full title of the plan)




David A. Battat

President and Chief Executive Officer

One Allentown Parkway

Allen, Texas  75002

(972) 390-9800

(Name, address and telephone number, including area code, of agent for service)


Copies to:


B.G. Minisman, Jr.

Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.

Suite 1400

420 20th Street North

Birmingham, Alabama 35203




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company .  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer  x   Accelerated filer  ¨  
Non-accelerated filer  ¨ (Do not check if a smaller reporting company) Smaller reporting company  ¨
    Emerging growth company  ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨








Atrion Corporation (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-56509) filed by the Registrant on June 10, 1998 (the “Registration Statement”), pursuant to which the Registrant registered 624,425 shares of common stock (“Common Stock”) for issuance under the Registrant’s 1997 Stock Incentive Plan (the “1997 Plan”).


The offering pursuant to the Registration Statement has terminated, as no further awards may be granted under the 1997 Plan and all Common Stock issuable pursuant to the 1997 Plan has been issued. Accordingly, the Registrant is filing this Post-Effective Amendment No.1 to the Registration Statement to remove from registration any and all Common Stock that was registered for issuance under the Registration Statement but remains unissued as of the date hereof. 







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 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allen, State of Texas, on this the 13th day of August, 2018.


By: /s/ Jeffery Strickland  
  Name: Jeffery Strickland  
  Its: Vice President and Chief Financial 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.


Name Title Date
/s/ David A. Battat   President and Chief Executive Officer   August 13, 2018

David A. Battat


  (Principal Executive Officer)    
/s/ Jeffery Strickland   Vice President, Chief Financial   August 13, 2018
Jeffery Strickland   Officer and Secretary and Treasurer    
    (Principal Financial and Accounting Officer)    
/s/ Emile A Battat   Chairman of the Board   August 13, 2018
Emile A Battat        
/s/ Preston G. Athey   Director   August 13, 2018
Preston G. Athey        
/s/ Hugh J. Morgan, Jr.   Director   August 13, 2018
Hugh J. Morgan, Jr.        
/s/ Ronald N. Spaulding   Director   August 13, 2018
Ronald N. Spaulding        
/s/ John P. Stupp, Jr.   Director   August 13, 2018
John P. Stupp, Jr.