Sec Form 13D Filing - STUPP BROS INC filing for Atrion Corporation (ATRI) - 2024-08-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Atrion Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

049904105

(CUSIP Number)

John P. Stupp, Jr., President, Stupp Bros., Inc., 3800 Weber Road, St. Louis, Missouri 63125 (314) 638-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies To:

B. G. Minisman, Jr.

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

1901 Sixth Avenue, North. Suite 2600

Birmingham, Alabama 35203

(205) 328-0480 

August 21, 2024

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240. I 3d-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).

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D as initially filed with the Securities and Exchange Commission (the “SEC”) by Stupp Bros., Inc. on May 7, 1999, as amended by Amendment No. 1 filed with the SEC by Stupp Bros., Inc. on February 8, 2013 and Amendment No. 2 filed with the SEC by Stupp Bros., Inc. on May 29, 2024, which Schedule 13D relates to the common stock, par value $.10 per share (the “Shares”), of Atrion Corporation, a Delaware corporation (the “Issuer”). 

On August 21, 2024 (the “Effective Time”), pursuant to the terms of the Agreement and Plan of Merger, dated as of May 28, 2024 (the “Merger Agreement”), by and among Nordson Corporation, an Ohio corporation (“Nordson”), Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nordson (“Merger Sub”), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Nordson (the “Merger”). At the Effective Time, each outstanding Share was cancelled and converted into the right to receive $460.00 in cash, without interest.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D, as amended, is hereby amended and restated as follows:

(a) - (b) As a result of the Merger, Stupp Bros., Inc. does not beneficially own any Shares.

(c) At the Effective Time, pursuant to the terms of the Merger Agreement, 135,000 Shares beneficially owned by Stupp Bros., Inc. were cancelled and converted into the right to receive $460.00 per Share in cash, without interest.

(d) Not applicable.

(e) August 21, 2024.

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.