SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
ATRION CORPORATION
--------------------------------------------------------------------------------
(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):
(4) Proposed maximum aggregate value of transaction:
(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:
(2) Form, schedule or registration statement no.:
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(4) Date filed:
[ATRION LETTERHEAD]
April 2, 2003
Dear Stockholder:
You are cordially invited to attend the 2003 annual meeting of
stockholders of Atrion Corporation which will be held at our offices in Allen,
Texas on Tuesday, May 20, 2003 at 10:00 a.m., Central Time. A notice of the
annual meeting and the Company's proxy statement, together with a proxy card,
accompany this letter. Also enclosed is a copy of our 2002 Annual Report.
At the annual meeting this year, you will be asked to elect directors
and to ratify the appointment of Grant Thornton LLP as independent accountants.
We hope that you will attend the meeting in person. However, whether or
not you plan to be personally present, please read the accompanying proxy
statement carefully and then complete, date and sign the enclosed proxy card and
return it promptly in the envelope provided herewith. This will ensure
representation of your shares of common stock if you are unable to attend the
meeting.
Sincerely,
/s/ Emile A. Battat
----------------------
Emile A. Battat
Chairman and President
ATRION CORPORATION
ONE ALLENTOWN PARKWAY
ALLEN, TEXAS 75002
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Atrion Corporation:
Notice is hereby given that the annual meeting of stockholders of
Atrion Corporation (the "Company") will be held at the Company's offices, One
Allentown Parkway, Allen, Texas on Tuesday, May 20, 2003 at 10:00 a.m., Central
Time, for the following purposes:
1. To elect Class II directors.
2. To ratify the appointment of Grant Thornton LLP as independent
accountants to audit the Company's financial statements for the year 2003.
3. To transact such other business as may properly come before
the meeting.
The Board of Directors fixed the close of business on March 27, 2003 as
the record date for the determination of stockholders entitled to notice of and
to vote at the annual meeting and at any adjournment thereof.
By Order of the Board of Directors
Jeffery Strickland
Vice President and Chief Financial
Officer, Secretary and Treasurer
April 2, 2003
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED
HEREWITH. IF YOU ATTEND THE MEETING, YOU MAY, IF YOU WISH, WITHDRAW YOUR PROXY
AND VOTE IN PERSON.
ATRION CORPORATION
ONE ALLENTOWN PARKWAY
ALLEN, TEXAS 75002
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 2003
GENERAL INFORMATION
This Proxy Statement is being furnished to the stockholders of Atrion
Corporation (the "Company") in connection with the solicitation of proxies by
the Board of Directors of the Company to be voted at the annual meeting of
stockholders to be held at the Company's offices, One Allentown Parkway, Allen,
Texas on Tuesday, May 20, 2003 at 10:00 a.m., Central Time, and at any
adjournment of such meeting. This Proxy Statement and the accompanying proxy
card are being first sent or given to stockholders on or about April 2, 2003.
The Company's 2002 Annual Report is being mailed to stockholders with this Proxy
Statement.
PURPOSE OF THE MEETING
At the annual meeting, the Company's stockholders will consider and
vote upon the following matters: (i) the election of two Class II directors and
(ii) a proposal to ratify the appointment of Grant Thornton LLP as independent
accountants to audit the Company's financial statements for the year 2003.
VOTING SECURITIES AND RECORD DATE
Stockholders of record at the close of business on March 27, 2003 (the
"Record Date") will be entitled to notice of, and to vote at, the annual meeting
and at any adjournment thereof. At the close of business on the Record Date, the
Company had outstanding and entitled to vote 1,839,321 shares of common stock,
the only voting securities of the Company. Holders of record of shares of common
stock outstanding on the Record Date will be entitled to one vote for each share
held of record on that date upon each matter presented to the stockholders to be
voted upon at the meeting.
If the enclosed proxy card is properly executed and received in time
for the annual meeting, unless previously revoked, shares of common stock
represented thereby will be voted at the annual meeting as specified by the
stockholder on the proxy. If no such specification is made, shares represented
by such proxy will be voted FOR the election as directors of the nominees of the
Board of Directors named herein and FOR ratification of the appointment of Grant
Thornton LLP as independent accountants to audit the Company's financial
statements for the year 2003. In addition, in their discretion the persons
designated in the proxy card will vote upon such other business as may properly
come before the meeting, including voting for any adjournment of the meeting
proposed by the Board of Directors. A proxy may be revoked at any time before it
is voted at the meeting by delivering to the Company a later-dated proxy, by
voting by ballot at the meeting or by filing with the Inspectors of Election an
instrument of revocation.
REQUIRED VOTE
The presence, in person or by proxy, of the holders of a majority of
the shares of common stock outstanding on the Record Date is necessary to
constitute a quorum at the annual meeting. Abstentions and broker non-votes will
be counted as present and represented at the annual meeting for purposes of
determining a quorum. Directors will be elected at the annual meeting by a
plurality of the votes cast by the stockholders present in person or by proxy
and entitled to vote. Abstentions and broker non-votes will have no effect on
the outcome of the election of directors.
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes: Class
I, Class II and Class III. Two Class II directors are to be elected at the
annual meeting to serve until the annual meeting of stockholders to be held in
2006 and until the election and qualification of their respective successors in
office. Both of the nominees for election as Class II directors who are named
below are members of the Board of Directors and were previously elected by the
stockholders. It is intended that the persons named in the proxy card will vote
for the election of these nominees. If either of the nominees listed below, each
of whom has indicated his willingness to serve as a director if elected, is not
a candidate when the election occurs, proxies will be voted for election of the
remaining nominee and may be voted for the election of any substitute nominee.
The following information is furnished with respect to each of the
Board of Directors' nominees for election as a director and each director whose
term will continue after the annual meeting.
Name, Age, Service as a Director of the Company(a)
Principal Occupation, Positions and Offices, Other
Directorships and Business Experience
NOMINEES FOR ELECTION AS DIRECTORS
Class II - Term Ending in 2006
RICHARD O. JACOBSON
Mr. Jacobson, age 66, has been a director since 1992. Mr. Jacobson is
Chairman of the Board of Jacobson Warehouse Company, Inc., a privately
held warehouse company which he founded 35 years ago. He is also
Chairman of the Board of Jacobson Transportation Company, Inc., a
truckload common carrier. Mr. Jacobson became Chairman of the Boards of
these companies in 1998, having served for many years prior to 1998 as
their President and Chief Executive Officer. Mr. Jacobson has a degree
in Business Administration from the University of Iowa. Mr. Jacobson is
a director of FelCor Lodging Trust, Inc., Heartland Express, Inc. and
Firstar Bank of Des Moines, N.A.
HUGH J. MORGAN, JR.
Mr. Morgan, age 74, has been a director since 1988. Mr. Morgan is
currently serving as Chairman of the Board of National Bank of Commerce
of Birmingham. He has served in such position since February 1990 but
expects to retire from such position, and cease serving as a director
of National Bank of Commerce, on April 16, 2003. Mr. Morgan also serves
as a consultant to such bank. Mr. Morgan was employed for many years
prior to 1988 by Sonat Inc., which was a diversified energy holding
company until it merged with El Paso Energy Corporation, where he held
various positions including Vice Chairman of the Board of Sonat Inc.
and Chairman of the Board of its wholly-owned subsidiary, Southern
Natural Gas Company. Mr. Morgan holds a Bachelor of Arts degree from
Princeton University and is a graduate of the Vanderbilt University Law
School.
DIRECTORS CONTINUING IN OFFICE
Class III - Term Ending in 2004
ROGER F. STEBBING
Mr. Stebbing, age 62, has been a director since 1992. Mr. Stebbing is
President and Chief Executive Officer of Stebbing and Associates, Inc.,
an engineering consulting company, and has served in such capacities
since 1986. He was President and Chief Executive Officer of Marlboro
Enterprises, Inc., a company engaged in chemical plant engineering,
design, construction and operation, from 1976 until the sale of that
company in September 1999 and continued to serve as an employee of
Marlboro
2
Enterprises, Inc. until September 2001. Mr. Stebbing is a licensed
professional engineer and has a BSC honors degree in Chemical
Engineering from Salford University.
JOHN P. STUPP, JR.
Mr. Stupp, age 53, has been a director since 1985. He is Executive Vice
President and Chief Operating Officer of Stupp Bros., Inc., a
diversified holding company, and has served in such capacities since
April 1996 and April 1995, respectively. From January 1992 to August
1995, Mr. Stupp also served as President, and since August 1995 he has
served as Chief Executive Officer, of Stupp Corporation, a division of
Stupp Bros., Inc. Mr. Stupp holds a Bachelor of Science degree in
Business and Economics from Lehigh University. Mr. Stupp is a director
of International Fuel Technology, Inc.
MARGARET M. ZAGEL
Margaret M. Zagel, age 54, has been a director since 2002. She is
Co-General Counsel to, and is the head of the Corporate Governance,
Risk and Crisis Management Group of, Altheimer & Gray, a Chicago-based
international law firm and has served in those positions since October
2002. From February 2002 to September 2002, Ms. Zagel served as Special
Counsel for Litigation and Transactions at Arthur Andersen LLP. From
1999 until 2001, Ms. Zagel was the Chief Legal and Administrative
Officer for Organic, Inc., an internet consulting company, and in 1998
and 1999 she served as General Counsel for Tellabs, Inc., a
telecommunications equipment maker. From 1984 until 1998, Ms. Zagel
served as General Counsel of Grant Thornton, LLP, an international
accounting and consulting firm. Ms. Zagel holds a Bachelor of Arts
degree from Tulane University and a Juris Doctor degree from the
University of Illinois College of Law.
Class I - Term Ending in 2005
EMILE A. BATTAT
Mr. Battat, age 65, has been a director since 1987 and has served as
Chairman of the Board of the Company since January 1998 and as
President and Chief Executive Officer of the Company, and as Chairman
of the Board or President of each of the Company's subsidiaries, since
October 1998. Mr. Battat was President and Chief Executive Officer of
Piedmont Enterprises, Inc., a privately-held consulting firm, from 1994
until 1998. Mr. Battat served as the President and Chief Executive
Officer of Minemet, Inc., a company engaged in international trade,
from August 1978 until February 1994. From 1965 to 1978, he served with
Kaiser Industries and its affiliates, a diversified industrial group,
in various functions including strategic planning, diversification,
acquisitions and divestitures, with the last nine years as Vice
President and director of Kaiser International. Mr. Battat holds
Bachelor of Science and Master of Science degrees in Mechanical
Engineering from Massachusetts Institute of Technology and a Master of
Business Administration degree from Harvard University. He is an
associate member of Sigma Xi, a scientific honor society.
JOHN H. P. MALEY
Mr. Maley, age 68, has been a director since February 1996. Mr. Maley
has been a management consultant since January 1995, has served as
Chairman of Magister Corporation, a manufacturer of orthopedic and
consumer healthcare products, since July 1995 and as Chairman of Compex
Technologies, Inc., a manufacturer of rehabilitation devices, since
December 2001. From 1976 to December 1994, Mr. Maley was President and
Chief Executive Officer of Chattanooga Group, Inc., a private
corporation that became the world's leading manufacturer of products
used for physical and sports medicine. In 1971 he founded, and from
1971 to 1974 he was President and Chief Executive Officer of, Invacare
Corporation, a company that is now recognized as the world leader in
the market for wheelchairs and a broad range of home healthcare
products. From 1962 to 1970 and in 1975, Mr. Maley was associated with
the consulting firm of McKinsey & Company, Inc., becoming a partner in
1968, and worked with clients of that firm in England, Australia and
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the United States. Mr. Maley holds Bachelor of Arts and Master of Arts
degrees in Economics from Cambridge University. He is a director of
Compex Technologies, Inc.
--------------
(a) Unless the context otherwise requires, references in this Proxy
Statement to the Company, Board of Directors and executive officers of
the Company prior to February 25, 1997 mean ATRION Corporation, the
Company's predecessor, and its Board of Directors and executive
officers.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ITS NOMINEES,
RICHARD O. JACOBSON AND HUGH J. MORGAN, JR.
INFORMATION REGARDING BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held four meetings during 2002. Each director
attended at least 75% of the aggregate of the number of meetings of the Board of
Directors and the number of meetings of all committees on which he served held
in 2002 during the time he served as a director or as a member of such
committees.
The Board of Directors has four standing committees, the Executive
Committee, the Corporate Governance Committee, the Compensation Committee and
the Audit Committee. The Executive Committee is currently comprised of Emile A.
Battat, Richard O. Jacobson, John H. P. Maley and Hugh J. Morgan, Jr. The
Corporate Governance Committee, which is currently comprised of John H. P.
Maley, Jerome J. McGrath and Roger F. Stebbing, makes recommendations to the
Board of Directors respecting nominees for election as directors, the structure
and compensation of the Board of Directors and the responsibilities of the
committees of the Board of Directors. The Corporate Governance Committee will
consider nominees recommended by stockholders, which recommendations may be
directed to the Corporate Governance Committee in care of the Secretary of the
Company at the address stated herein. The Corporate Governance Committee met
three times in 2002. The Compensation Committee, which is currently comprised of
Richard O. Jacobson, Hugh J. Morgan, Jr. and John P. Stupp, Jr., makes
recommendations to the Board of Directors as to the remuneration of all
executive officers of the Company, administers the Atrion Corporation 1990 Stock
Option Plan (the "1990 Stock Option Plan"), the Atrion Corporation 1994 Key
Employee Stock Incentive Plan (the "1994 Stock Incentive Plan"), and the Atrion
Corporation 1997 Stock Incentive Plan (the "1997 Stock Incentive Plan") and
reviews and makes recommendations regarding the Company's other incentive
compensation plans. The Compensation Committee met three times in 2002. The
Audit Committee, the current members of which are Jerome J. McGrath, Roger F.
Stebbing and John P. Stupp, Jr., appoints, determines the appropriate
compensation for and oversees the work of the Company's independent auditors,
and assists the Board of Directors in its oversight of the Company's accounting
and financial reporting principles and policies and internal audit controls and
procedures and oversees related party transactions. The Audit Committee also
reviews, at least annually, the Audit Committee Charter. The Audit Committee met
nine times in 2002.
Each outside director is paid a fee of $1,000 per month and $750 per
day for each meeting of the Board of Directors at which he is in attendance. In
addition, the Chairman of the Audit Committee is paid a fee of $333 per month.
The Company reimburses each such director for travel and out-of-pocket expenses
incurred in connection with attending meetings of the Board of Directors. The
1997 Stock Incentive Plan provides that on July 10 of each year each outside
director is to be granted automatically an option to purchase 2,000 shares of
common stock, at an exercise price equal to the fair market value of the common
stock on the date of grant. Each such option is fully exercisable on the date of
grant and expires on the first to occur of (i) the tenth anniversary of the date
of grant; (ii) six months after the date the outside director ceases to be a
director of the Company other than as a result of his death; or (iii) one year
after the outside director ceases to be a director by reason of his death.
4
SECURITIES OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of shares of common stock of the Company as of March 12, 2003 by (i)
each of the directors of the Company, two of whom are also the Board of
Directors' nominees for election as directors at the annual meeting; (ii) the
executive officers of the Company who are named in the Summary Compensation
Table herein; (iii) all of the directors and executive officers of the Company
as a group, and (iv) each other person known by the Company to be the beneficial
owner of more than 5% of the outstanding common stock of the Company.
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (A) OF CLASS(A)
------------------------ ---------------------- ------------
Emile A. Battat (b) 126,900 6.9%
Richard O. Jacobson 37,180(c) 2.0%
Jerome J. McGrath 22,300(c) 1.2%
John H. P. Maley 21,000(c) 1.1%
Hugh J. Morgan, Jr 13,500(c)(d) *
Roger F. Stebbing 22,800(c) 1.2%
John P. Stupp, Jr 159,000(c)(e) 8.6%
Margaret M. Zagel 0 *
Jeffery Strickland 25,291(c) 1.4%
Dimensional Fund Advisors Inc.(f) 160,350 8.7%
T. Rowe Price Associates, Inc.(g) 175,000 9.5%
All directors and executive
officers as a group 427,971 (h) 22.4%
* Less than one % of class.
(a) Based on 1,838,571 shares of common stock outstanding on March 12,
2003, plus shares which can be acquired through the exercise of options
within 60 days thereafter by the specified individual or group. Except
as otherwise indicated in the notes to this table, beneficial ownership
includes sole voting and investment power.
(b) The business address for Mr. Battat is One Allentown Parkway, Allen,
Texas 75002-4211.
(c) The shares listed include the following shares issuable upon the
exercise of options exercisable on March 12, 2003 or within 60 days
thereafter: Mr. Jacobson, 4,000; Mr. McGrath, 18,000; Mr. Maley,
20,000; Mr. Morgan, 2,000; Mr. Stebbing, 4,000; Mr. Stupp, 20,000; and
Mr. Strickland, 6,000. The foregoing persons are parties to award
agreements with the Company setting forth certain terms of the options
granted to them as follows: (i) all such persons are parties to award
agreements under the 1997 Stock Incentive Plan; and (ii) all outside
directors who are beneficial owners of shares are parties to award
agreements under the Atrion Corporation 1998 Outside Directors Stock
Option Plan.
(d) Does not include 23,000 shares held by Mr. Morgan's children and their
spouses and Mr. Morgan's grandchildren as a result of gifts by Mr.
Morgan, none of which shares is beneficially owned by Mr. Morgan.
(e) Includes 135,000 shares held by Stupp Bros., Inc. as to which shares
Mr. Stupp shares voting power and investment power as a director and
executive officer and as a voting trustee of a voting trust which owns
100% of the voting stock of, Stupp Bros., Inc. The 135,000 shares held
by Stupp Bros., Inc. represent 7.3% of the common stock of the Company
outstanding as of March 12, 2003. The business address for Mr. Stupp
and Stupp Bros., Inc. is 3800 Weber Road, St. Louis, Missouri 63125.
(f) The address of Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue,
11th Floor, Santa Monica, California 90401. This information is based
upon a Schedule 13G dated February 3, 2003 filed with the Securities
and Exchange Commission ( the "Commission") and furnished to the
Company by Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment adviser, reporting that Dimensional is deemed to have
beneficial ownership of 160,350 shares of common stock of the Company
and that all of such shares are held in portfolios of investment
companies registered under the Investment Company Act of 1940 as to
which Dimensional serves as investment advisor or other investment
vehicles as to which Dimensional serves as investment manager. In its
Schedule 13G, Dimensional has reported that it has sole power to vote
or direct
5
the vote and the sole power to dispose or direct the disposition of
160,350 shares of common stock of the Company. Dimensional has
disclaimed beneficial ownership of all such shares.
(g) The address of T. Rowe Price Associates, Inc. is 100 East Pratt Street,
Baltimore, Maryland 21202. This information is based upon a Schedule
13G dated February 14, 2003 filed with the Commission and furnished to
the Company by T. Rowe Price Associates, Inc. ("Price Associates") and
T. Rowe Price Small-Cap Value Fund, Inc. reporting that T. Rowe Price
Small-Cap Value Fund, Inc. has sole power to vote or direct the vote of
such shares of common stock and that Price Associates, which serves as
investment adviser for T. Rowe Price Small-Cap Value Fund, Inc., has
sole power to dispose or direct the disposition of such shares. For
purposes of the reporting requirements of the Exchange Act, Price
Associates is deemed to be a beneficial owner of such shares of common
stock; however, Price Associates has expressly disclaimed beneficial
ownership of all such shares.
(h) See notes (a)-(e) above.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors to file initial reports of ownership and reports of
changes of ownership of the Company's common stock with the Commission.
Executive officers and directors are required to furnish the Company with copies
of Section 16(a) forms that they file. Based upon a review of these filings and
written representations from the Company's directors and executive officers
regarding the filing of such reports, the Company believes that its directors
and executive officers complied with all applicable Section 16(a) filing
requirements during 2002.
APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Subject to stockholder ratification, the Audit Committee has appointed
the firm of Grant Thornton LLP as independent accountants to audit the financial
statements of the Company for the year 2003. A representative of Grant Thornton
LLP will attend the annual meeting, will have an opportunity to make a
statement, and will be available to respond to appropriate questions. If the
stockholders do not ratify the appointment of Grant Thornton LLP, the selection
of independent accountants will be reconsidered by the Audit Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO
RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT
ACCOUNTANTS TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY
FOR THE YEAR 2003.
CHANGE OF INDEPENDENT ACCOUNTANTS IN 2002
On April 5, 2002, the Board of Directors, on the recommendation of its
Audit Committee, dismissed Arthur Andersen LLP as the Company's independent
accountants and appointed Grant Thornton LLP to serve as the Company's
independent accountants for the year ended December 31, 2002, subject to
stockholder ratification.
Arthur Andersen LLP's report on the Company's consolidated financial
statements for the year ended December 31, 2001 did not contain an adverse
opinion or disclaimer of opinion, nor was the report qualified or modified as to
uncertainty, audit scope or accounting principles.
During the year ended December 31, 2001 and through the date of the
dismissal of Arthur Andersen LLP, there were no disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen LLP's satisfaction, would have caused it to make reference to
the subject matter in connection with its report on the Company's consolidated
financial statements for such years; and there were no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K.
During the year ended December 31, 2001 and through the date of the
dismissal of Arthur Andersen LLP, the Company did not consult Grant Thornton LLP
with respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the
6
Company's consolidated financial statements, or any other matters or reportable
events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
AUDIT AND RELATED FEES
Audit Fees
The aggregate fees billed by Grant Thornton LLP for professional
services rendered for the audit of the Company's annual financial statements for
the year ended December 31, 2002 and the reviews of the financial statements
included in the Company's Forms 10-Q for 2002 were $71,000.
Financial Information Systems Design and Implementation Fees
Grant Thornton LLP did not render professional services to the Company
for financial information systems design and implementation in 2002.
All Other Fees
The aggregate fees billed to the Company for all other services
rendered by Grant Thornton LLP in 2002 were $30,350.
The Audit Committee has determined that the provision by Grant Thornton
LLP of the above referenced services is compatible with maintaining its
independence.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors, which is currently
comprised of Jerome J. McGrath, Roger F. Stebbing and John P. Stupp, Jr., each
of whom is an independent director as defined by Nasdaq rules, has reviewed and
discussed with management the Company's audited financial statements as of and
for the year ended December 31, 2002. The Audit Committee has discussed with
Grant Thornton LLP, the Company's auditors, the matters required to be discussed
by Statement on Auditing Standards No. 61, Communication with Audit Committees,
as amended, by the Auditing Standards Board of the American Institute of
Certified Public Accountants. The Audit Committee has received and reviewed the
written disclosures and the letter from the Company's auditors required by
Independence Standard No. 1, Independence Discussions with Audit Committees, as
amended, by the Independence Standards Board, and has discussed with the
auditors their independence.
Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the financial statements
referred to above be included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2002.
MEMBERS OF THE AUDIT COMMITTEE
John P. Stupp, Jr. (Chairman) Jerome J. McGrath Roger F. Stebbing
7
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the
annual and long-term compensation for services in all capacities to the Company
and its subsidiaries for the years ended December 31, 2002, 2001 and 2000 of
those persons who served as the Chief Executive Officer of the Company at any
time during 2002 and other persons who served as executive officers of the
Company at any time during 2002 and whose salary and bonus for the year ended
December 31, 2002 exceeded $100,000 (such officers are referred to herein as the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION(1) SECURITIES
NAME AND ---------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(2) COMPENSATION
------------------ ---- -------- -------- ------------ ------------
Emile A. Battat 2002 $500,000 $250,000 150,000 $5,665(3)
Chairman of the 2001 250,000 300,000 20,000 5,390
Board, President 2000 250,000 0 0 5,419
And Chief
Executive Officer
Jeffery Strickland 2002 $170,000 $ 66,178 10,000 $7,706(3)
Vice President and 2001 160,000 98,400 0 7,582
Chief Financial 2000 150,000 50,000 0 7,314
Officer, Secretary
And Treasurer
(1) In accordance with the regulations of the Commission, this table does
not include perquisites and other personal benefits received by Named
Executive Officers since the value of perquisites and other benefits
for each Named Executive Officer did not exceed the lesser of $50,000
or 10% of the total annual salary and bonus reported for such Named
Executive Officer.
(2) For Mr. Battat, options granted in 2002 represent nonqualified stock
options granted under the 1997 Stock Incentive Plan and options granted
in 2001 represent incentive stock options under the 1997 Stock
Incentive Plan. For Mr. Strickland, options granted in 2002 represent
both incentive stock options and nonqualified stock options granted
under the 1997 Stock Incentive Plan.
(3) Includes the following paid or accrued by the Company or one or more of
its subsidiaries: (i) matching contributions to the Atrion Corporation
401(k) Savings Plan for Mr. Battat, $5,000; and Mr. Strickland, $4,244;
and (ii) payment of life insurance premiums for Mr. Battat, $665; and
Mr. Strickland, $3,462.
INFORMATION CONCERNING STOCK OPTIONS
The following table summarizes certain information concerning grants of
options to Named Executive Officers to whom options were granted during the year
ended December 31, 2002.
8
OPTION GRANTS IN 2002
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(1)
------------------------------------------------------- --------------------------
PERCENT OF
TOTAL OPTIONS
OPTIONS GRANTED TO EXERCISE
NAME GRANTED(2) EMPLOYEES IN 2002 PRICE(2) EXPIRATION 5% 10%
------------------ ---------- ----------------- --------- ---------- -------- ----------
Emile A. Battat 150,000(3) 79% $ 17.92 10/23/2007 $742,694 $1,641,024
Jeffery Strickland 10,000(4) 5% 31.39 05/29/2007 86,731 191,636
(1) Potential realizable value is based upon the assumption that the market
price of the common stock of the Company will appreciate at the
compound annual rate shown from the date of grant until the end of the
option term. The dollar amounts in the foregoing table have been
calculated based upon the Commission's requirements and do not reflect
the Company's estimate of future growth in the price of the Company's
Common Stock.
(2) The options granted in 2002 were incentive stock options and
nonqualified stock options granted pursuant to the 1997 Stock Incentive
Plan. The exercise price of the options granted is equal to the average
of the high and low price per share of common stock on the date of
grant in the case of incentive stock options and the closing sale price
on the date of grant in the case of nonqualified stock options, in each
case as reported by The Nasdaq Stock Market. The options are not
transferable by the optionee except by will or by the laws of descent
and distribution except that Mr. Battat may transfer the options to one
or more of his family members, and, except for transferred options,
each option is exercisable during the lifetime of the optionee only by
the optionee or, in the event of disability, by the optionee's guardian
or representative. All options under the 1997 Stock Incentive Plan
terminate three months after the optionee's termination of employment
except in case of death or disability, in which case the options
terminate one year after termination of employment, and except in the
case of the options granted to Mr. Battat that have become exercisable
may be exercised at any time during the term of the options. Mr.
Battat's employment agreement with the Company provides that if his
employment is terminated during the term of the agreement by the
Company for other than "just cause" or by Mr. Battat for "good reason"
(as those terms are defined in the agreement) or upon Mr. Battat's
death or disability, all outstanding unvested options will immediately
vest. The number of options granted to key employees, the term thereof
and the manner in which those options are to be exercised under the
1997 Stock Incentive Plan are determined by the Compensation Committee.
(3) These options became or are first exercisable as follows: (i) as to
75,000 options, December 17, 2002 and (ii) as to 75,000 options,
October 23, 2003. Mr. Battat has exercised all of the options that
became exercisable on December 17, 2002. The aggregate market price on
the exercise date of the 75,000 shares of common stock purchased on the
exercise of said options exceeded the aggregate exercise price by
$6,000.
(4) These options are first exercisable as follows: (i) as to 5,000
options, May 29, 2004 and (ii) as to 5,000 options, May 29, 2006.
The following table provides information as to exercises of options by
the Named Executive Officers during the year ended December 31, 2002 and the
values of each Named Executive Officer's unexercised options at December 31,
2002.
9
AGGREGATED OPTION EXERCISES IN 2002
AND YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN THE MONEY OPTIONS
OPTIONS AT YEAR END AT YEAR END(1)
-------------------------- ---------------------------
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------ ----------- -------- ----------- ------------- ----------- -------------
Emile A. Battat 30,000 $389,496 76,000 81,000 $351,937 $394,122
Jeffery Strickland 1,000 15,070 0 6,000 0 59,220
--------------
(1) Such value is equal to the product of (i) the closing price of the
common stock of the Company on December 31, 2002 ($22.50 per share)
less the exercise price and (ii) the number of shares subject to
in-the-money options.
RETIREMENT PLAN
The Company maintains a "cash balance" retirement plan (the "Cash
Balance Plan") that includes all full-time active employees of the Company and
its subsidiaries other than Quest Medical, Inc. Each participant has an account
balance which represents his or her benefit under the Cash Balance Plan. The
Cash Balance Plan provides for the Company to make annual allocations to a
participant's cash balance account in an amount equal to 3% of the participant's
eligible compensation up to the Social Security wage base and 6% in excess
thereof and for an interest credit each plan year equal to the rate on 30 year
U.S. Treasury bonds during November of the preceding plan year. For the 2002
plan year, the interest rate was 5.125%. For purposes of the Cash Balance Plan,
"eligible compensation" is the participant's salary as included in the Summary
Compensation Table above, subject to an annual limitation imposed by law which
for 2002 was $200,000 and is unchanged in 2003. Generally, each participant
becomes fully vested in the benefits under such plan after five years of
employment. Benefits may be paid, subject to certain limitations under the
Internal Revenue Code of 1986, as amended, upon termination of employment,
retirement or death. The Cash Balance Plan specifies various options that
participants may select for the distribution of their accrued balance, including
forms of annuity payments and lump sum distributions. All of the Named Executive
Officers participate in the Cash Balance Plan. The estimated annual retirement
benefits payable to the Named Executive Officers under the Cash Balance Plan at
normal retirement age of 65, assuming 4% annual increases in eligible
compensation until retirement, no change from 2003 levels of maximum includable
compensation and Social Security wage base, and a 30 year U.S. Treasury bond
rate of 5.5%, are as follows: Mr. Battat, $5,645; and Mr. Strickland, $73,574.
CERTAIN AGREEMENTS AND PLANS
The Company has an employment agreement with Emile A. Battat, the
Company's Chairman, President and Chief Executive Officer, that provides for his
employment for an initial term that expires on December 31, 2006. The base
salary for each calendar year is $500,000. In addition, Mr. Battat is entitled
to receive a cash bonus each year that is not less than $100,000. If Mr.
Battat's employment is terminated during the term by the Company for other than
"just cause" or by Mr. Battat for "good reason" (as those terms are defined in
the agreement) or upon Mr. Battat's death or disability, Mr. Battat will receive
(1) a cash payment equal to the sum of (i) all cash compensation accrued but not
paid and (ii) the base salary and the annual bonus for the remainder of the
term, (2) immediate vesting of all stock options or equity granted to him, and
(3) continued participation in the Company's health benefit plans for the
remainder of the term. In addition, the Company will reimburse Mr. Battat for
excise taxes imposed on him in the event payments or benefits received by him
result in "parachute payments" under the Internal Revenue Code and for income
taxes on such reimbursement.
The Company has a severance plan pursuant to which Jeffery Strickland,
Vice President and Chief Financial Officer, Secretary and Treasurer of the
Company, will be entitled to severance compensation if his
10
employment is terminated under certain conditions set forth in the plan. The
severance pay is to be equal to Mr. Strickland's annual base salary for the 12
months preceding the termination of employment.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee, which is currently comprised of Richard O.
Jacobson, Hugh J. Morgan, Jr. and John P. Stupp, Jr., establishes the overall
executive compensation program for the Company and makes recommendations for
base salaries, salary increases and bonuses for the Company's executive
officers. In addition, the Compensation Committee administers the Company's
incentive programs that cover the Company's executive officers. The executive
compensation program, which is periodically reviewed and modified, as necessary,
by the Compensation Committee, is designed to attract, retain and motivate
management personnel and includes compensation that is tied to enhanced
stockholder value.
Compensation Policies
Base salaries, cash bonus and incentive compensation and stock awards
are the principal components of compensation for the Company's executive
officers. Base salaries of the Company's executive officers are reviewed
annually and adjustments made generally on the basis of the Company's
performance as measured by certain financial and non-financial criteria, various
survey information respecting compensation of executive officers, compensation
levels for executive officers in a broad range of companies (which range is
broader than the group of companies included in the peer group index used in
comparing cumulative stockholder return), cost-of-living information and
individual performance of the particular executive officer. The Compensation
Committee has not assigned relative weights or values to any of such criteria.
With respect to all executive officers, the Compensation Committee takes into
consideration a review of individual performance. With respect to the financial
performance of the Company, the Compensation Committee generally takes into
consideration the Company's earning from continuing operations, earnings per
share and total stockholder return. Executive officers of the Company are
eligible for discretionary bonuses as determined by the Compensation Committee.
At the recommendation of the Compensation Committee, the Company and its
subsidiaries have implemented cash incentive plans covering certain key
employees. These plans are intended to foster a corporate culture focused on
bottom line results by providing key employees with a substantial stake in
reducing costs and increasing sales and productivity while conserving capital
resources.
Stock awards are designed to motivate executives to improve the
long-term performance of the Company's Common stock in the market, to encourage
them to achieve superior results over the long term and to align the interests
of executive officers with those of stockholders. Decisions respecting
restricted stock awards are made on the basis of the criteria referred to above,
and decisions respecting the grant of stock options are made using the same
criteria as well as the number of unexercised options held by key employees. The
Compensation Committee generally staggers the exercise dates for options over a
period of time so that the key employee receiving stock option awards will be
rewarded only if he remains with the Company and in order to emphasize the
significance of the Company's long-term performance.
Compensation of Chief Executive Officer
In early 2002, the Company entered into an employment agreement with
Mr. Battat having a term expiring at the end of 2006. (For a description of the
terms of Mr. Battat's employment agreement, as amended as discussed below, see
"EXECUTIVE COMPENSATION - Certain Agreements and Plans.") As previously
reported, in determining Mr. Battat's compensation as provided in the employment
agreement, the Compensation Committee took into account the performance of the
Company in 2001, as well as in the prior years since Mr. Battat assumed the role
of Chief Executive Officer, Mr. Battat's contributions and leadership during
said period, the compensation paid to chief executive officers of other
companies, and the advantages to the Company of securing Mr. Battat's services
over the longer term. The Compensation Committee also considered that, as a
result of the nullification of an incentive compensation plan in which Mr.
Battat had participated, no other bonus or incentive plan was then in place to
provide long term compensation to Mr. Battat, other than previously granted
stock options, and that there was no change in control agreement in effect
covering Mr. Battat. In October 2002, the Compensation Committee approved
amendments to the employment agreement to eliminate the annual escalations in
Mr. Battat's base salary and fix the base salary for each year of the term at
$500,000 and to reduce the minimum amount of the cash bonus
11
each year after 2002 to $100,000 and awarded options to Mr. Battat to purchase
150,000 shares of the Company's common stock. In making the foregoing
determinations respecting the amendments to the employment agreement and the
grant of options, the Compensation Committee reviewed the performance of the
Company in the first nine months of 2002, as well as in the prior years since
Mr. Battat assumed the role of Chief Executive Officer, Mr. Battat's
contributions and leadership during said period, and the compensation paid to
chief executive officers of other companies. In making such determinations
regarding the base salary and bonus, the Compensation Committee reviewed the
advantages to the Company of converting a part of Mr. Battat's compensation
package from cash payments to stock-based incentive awards and took into account
that it would be awarding Mr. Battat options to purchase shares of the Company's
common stock.
MEMBERS OF THE COMPENSATION COMMITTEE
Richard O. Jacobson Hugh J. Morgan, Jr. John P. Stupp, Jr.
PERFORMANCE OF COMMON STOCK
The following graph compares the cumulative total return on investment
(the change in year-end stock price plus reinvestment of dividends), for each of
the last five fiscal years, assuming that $100 was invested on December 31, 1997
in each of (i) the Company, (ii) a group of stocks consisting of companies in
the Media General Index of Surgical & Medical Instruments and (iii) a group of
stocks consisting of all companies whose stocks are included in the S&P 500
Composite Index.
-------------------------------------------------------------------------------------
1997 1998 1999 2000 2001 2002
-------------------------------------------------------------------------------------
Atrion Corporation 100.00 57.66 76.58 106.31 274.23 162.16
Surgical & Medical
Instruments 100.00 136.53 124.09 143.93 163.91 133.78
S&P 500 Index 100.00 128.58 155.64 141.46 124.65 97.10
12
STOCKHOLDER PROPOSALS
STOCKHOLDER PROPOSALS IN THE COMPANY'S PROXY STATEMENT
In order for proposals by stockholders to be considered for inclusion
in the Company's proxy material relating to the 2004 annual meeting of
stockholders, such proposals must be received by the Company on or before
December 4, 2003.
STOCKHOLDER PROPOSALS TO BE PRESENTED AT ANNUAL MEETINGS
The Company's Bylaws provide that a stockholder who desires to propose
any business at an annual meeting of stockholders must give the Company written
notice of such stockholder's intent to bring such business before such meeting.
Such notice is to be delivered to, or mailed, postage prepaid, and received by,
the Secretary of the Company at the principal executive offices of the Company
not later than the close of business on the later of the 120th day prior to the
first anniversary of the date of the Company's proxy statement released to
Stockholders in connection with the preceding year's annual meeting of
stockholders. However, in the event that no annual meeting was held in the
previous year or the date of the annual meeting is more than 30 days before or
more than 60 days after the anniversary date of the previous year's meeting,
notice by the stockholder must be delivered not later than the close of business
on the later of the 120th day prior to such annual meeting and the 10th day
following the date on which public announcement of the date of the meeting is
first made. Such notice for the 2004 annual meeting must be delivered not later
than December 4, 2003, provided the date of the 2004 annual meeting is not more
than 30 days before or more than 60 days after May 20, 2004. The stockholder's
written notice must set forth (a) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such business at
the meeting; (b) the name and address of the stockholder who intends to propose
such business; (c) a representation that the stockholder is a holder of record
of shares of common stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at such meeting to propose such
business; (d) any material interest of the stockholder in such business; and (e)
as to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the proposal is made (i) the name and address of such stockholder,
as they appear on the Company's books, and of such beneficial owner and (ii) the
class and number of shares of the Company which are owned beneficially and of
record by such stockholder and such beneficial owner. The Chairman of the
meeting may refuse to transact any business presented at any meeting without
compliance with the foregoing procedure.
STOCKHOLDER NOMINATIONS FOR DIRECTORS
The Company's Bylaws provide that a stockholder who desires to nominate
directors at a meeting of stockholders must give the Company written notice,
within the same time period described above for a stockholder who desires to
bring business before a meeting, setting forth (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
shares of common stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Commission had each nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as a director
of the Company if so elected. The Chairman of the meeting may refuse to
acknowledge the nomination of any person if a stockholder has failed to comply
with the foregoing procedure.
13
COST AND METHOD OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone, telegram, facsimile and other electronic communication methods by the
directors, officers and employees of the Company without additional
compensation. Brokerage firms, nominees, fiduciaries and other custodians will
be requested to forward soliciting materials to the beneficial owners of common
stock of the Company held in their names or in those of their nominees and their
reasonable expenses will be reimbursed upon request.
OTHER BUSINESS
The Board of Directors does not intend to bring any business before the
meeting other than that stated herein and is not aware of any other matters that
may be presented for action at the meeting. However, if any other matters should
properly come before the meeting, or any adjournments thereof, it is the
intention of the persons named in the accompanying proxy to vote on such matters
as they, in their discretion, may determine.
By Order of the Board of Directors
Jeffery Strickland
Vice President and Chief Financial
Officer, Secretary and Treasurer
April 2, 2003
14
Annex A
AUDIT COMMITTEE CHARTER
I. Composition of the Audit Committee: The Audit Committee shall be
comprised of at least three directors, each of whom (i) must (a) be
independent, within the meaning of Rule 4200 of the National
Association of Securities Dealers ("NASD"), (b) meet the criteria for
independence set forth in Section 301 of the Sarbanes-Oxley Act, and
(c) not own or control 20% or more of the Company's voting securities,
or such lower measurement as may be established by the Securities and
Exchange Commission in rulemaking under Section 301 of the
Sarbanes-Oxley Act; and (ii) must be able to read and understand
fundamental financial statements, including balance sheets, income
statements and cash flow statements. Additionally, at least one member
of the Audit Committee shall be a financial expert, within the meaning
of the NASD's listing standards and Section 407 of the Sarbanes-Oxley
Act, as soon as reasonably practicable, but in any event by the date
required by the NASD's listing standards for Nasdaq National Market
issuers.
II. Purposes of the Audit Committee: The purposes of the Audit Committee
are to appoint, determine appropriate compensation for, and oversee the
work of the Company's outside auditor; to assist the Board of Directors
in its oversight of the Company's accounting and financial reporting
principles and policies and internal audit controls and procedures; and
to oversee related-party transactions.
III. Duties and Powers of the Audit Committee: To carry out its purposes,
the Audit Committee shall have the following duties and powers:
A. with respect to the outside auditor,
1. in its sole discretion, to appoint, determine
appropriate compensation for, oversee the work of,
and replace, the outside auditor;
2. in its sole discretion, to approve or disapprove, in
advance, all audit services and permissible non-audit
services as set forth in Section 202 of the
Sarbanes-Oxley Act; and
3. to ensure that the outside auditors prepare and
deliver annually a written statement as to
relationships and services that may affect
objectivity and independence (it being understood
that the outside auditors are responsible for the
accuracy and completeness of this statement), and to
discuss with the outside auditors their independence.
B. with respect to financial reporting principles and policies
and internal audit controls and procedures,
1. to advise management and the outside auditors that
they are expected to provide to the Audit Committee a
timely analysis of significant financial issues and
practices;
2. to discuss the scope of the annual audit;
3. to discuss the audited financial statements;
4. to discuss with the outside auditors the matters
required to be discussed by Statement on Auditing
Standards No. 61, as may be modified or supplemented;
5. to discuss any significant matters arising from any
audit or report or communication referred to in item
B.1. above, whether raised by management or the
outside auditors, relating to the Company's financial
statements;
6. to review the form of opinion the outside auditors
propose to render to the Board of Directors and
stockholders;
7. to discuss significant changes to the Company's
auditing and accounting principles, policies,
controls, procedures and practices proposed or
contemplated by the outside auditors or management;
and
8. to inquire about significant risks and exposures, if
any, and the steps taken to monitor and minimize such
risks;
9. to obtain from the outside auditors assurance that
the audit was conducted in a manner consistent with
the requirements of the Securities Exchange Act of
1934, as amended;
10. to discuss with the Company's counsel any significant
legal matters that may have a material effect on the
financial statements or the Company's compliance
policies, including material notices to or inquiries
received from governmental agencies; and
11. to establish procedures for (a) the receipt,
retention, and treatment of complaints received by
the Company regarding accounting, internal accounting
controls, or auditing matters, and (b) the
confidential anonymous submission by employees of the
Company of concerns regarding questionable accounting
or auditing matters.
C. with respect to reporting and recommendations,
1. to prepare any report, including any recommendation
of the Audit Committee, required by the rules of the
Securities and Exchange Commission to be included in
the Company's annual proxy statement; and
2. to review this Charter at least annually and
recommend any changes to the Board of Directors.
D. with respect to related-party transactions, to review and
approve or disapprove, in its sole discretion, in advance any
proposed related-party transaction, within the meaning of the
NASD's listing standards
E. with respect to the execution of its duties and the
fulfillment of its purposes, generally, to engage independent
counsel and other advisers, as it determines necessary to
carry out its duties, and to determine appropriate
compensation for such advisers.
2
ATRION CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
Robert F. Stebbing and John P. Stupp, Jr., or either of them, proxies of the
undersigned, with full power of substitution, to represent and to vote all
shares of common stock of Atrion Corporation which the undersigned would be
entitled to vote at the annual meeting of stockholders of Atrion Corporation to
be held at the offices of Atrion Corporation, One Allentown Parkway, Allen,
Texas, on Tuesday, May 20, 2003 at 10:00 a.m., Central Time, and at any
adjournment thereof, in the following manner:
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
ANNUAL MEETING OF STOCKHOLDERS OF
ATRION CORPORATION
MAY 20, 2003
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible
| Please detach and mail in the envelope provided |
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1. ELECTION OF DIRECTORS
NOMINEES
Richard O. Jacobson
[ ] FOR ALL NOMINEES Hugh J. Morgan, Jr.
[ ] WITHHOLD AUTHORITY
FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
(See instructions below)
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and write the nominee's name(s) below:
______________________________________________________
______________________________________________________
______________________________________________________________________________
______________________________________________________________________________
To change the address on your account, please check the box at right and [ ]
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE APPOINTMENT OF [ ] [ ] [ ]
GRANT THORNTON LLP AS INDEPENDENT
ACCOUNTANTS OF THE COMPANY.
3. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF ALL NOMINEES AND "FOR" ITEM 2.
IF THIS PROXY IS PROPERLY SIGNED AND RETURNED,
THE SHARES REPRESENTED WILL BE VOTED "FOR"
THE ELECTION OF ALL NOMINEES AND "FOR" ITEM 2
UNLESS YOU OTHERWISE SPECIFY HEREIN.
PLEASE DATE, SIGN AND RETURN TODAY IN THE ENCLOSED ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.
Signature of Stockholder Date:
------------------------------ ---------------------
Signature of Stockholder Date:
------------------------------ ---------------------
NOTE: This proxy must be signed exactly as the name appears hereon. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such.
If the signer is a corporation, please sign full corporate name by duly
authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.