Current Report Filing (8-k)
March 19 2018 - 2:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Date of Report: March 13, 2018
(Date of earliest event reported)
Atrion
Corporation
(Exact name of registrant as specified in
its charter)
Delaware
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001-32982
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63-0821819
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(State or other jurisdiction
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(Commission File
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(I. R. S. Employer
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of incorporation or organization)
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Number)
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Identification No.)
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One Allentown Parkway
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Allen, Texas
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75002
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(Address of principal executive offices)
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(Zip Code)
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(972)
390-9800
(Registrant's
telephone number, including area code)
Not Applicable
(Former Name
or Former Address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the
Exchange Act.
¨
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Atrion Corporation (the "Registrant") and Emile
A Battat, the Registrant's Chairman, entered into a Third Amendment to Amended and Restated Employment Agreement, dated as of
March 17, 2018 (the “Third Amendment”). The Third Amendment (1) provides that Mr. Battat will receive
the same benefits upon retirement as he would receive if his employment were terminated without just cause or with good
reason, or due to death or disability; (2) changes the advance notice of nonrenewal from 30 days to six months; and
(3) eliminates the obligation for the Registrant to pay to Mr. Battat a gross-up payment in the event the payments or
benefits provided to him are subject to an excise tax under Section 4999 (Golden parachute payments) of the Internal Revenue
Code of 1986, as amended.
The foregoing summary of the Third Amendment is qualified in
its entirety by the Third Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein
by this reference.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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On March 13, 2018, the Board of Directors of the Registrant
amended the Registrant’s Bylaws to change the voting standard for the election of directors from a plurality to a majority
voting standard in uncontested elections. Section 1.09 of the Bylaws has been amended to provide that each director will be elected
in an uncontested election by the vote of the majority of the votes cast with respect to that director’s election at a meeting
of stockholders. Section 1.09 of the Bylaws has also been amended to set forth a director resignation procedure that will apply
if a nominee for reelection as director in an uncontested election fails to receive a majority of the votes cast with respect to
that director’s reelection. Section 2.10 of the Bylaws has been amended to state in greater detail the information that is
to be provided by a stockholder who intends to nominate a person for election as director respecting the proposed nominee.
The
changes to the Bylaws also include certain non-substantive revisions.
The foregoing summary is qualified in its entirety by reference
to the full text of the Bylaws, as amended, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated
herein by this reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Atrion Corporation
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Date: March 19, 2018
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By:
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/s/ Jeffery Strickland
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Jeffery Strickland
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Vice President and Chief Financial Officer,
Secretary and Treasurer
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