<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

FOR THE PERIOD ENDED JUNE 30, 1999               COMMISSION FILE NUMBER 0-10763


                               ATRION CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


             DELAWARE                                   63-0821819
------------------------------------       ------------------------------------
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                    ONE ALLENTOWN PARKWAY, ALLEN, TEXAS 75002
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (972) 390-9800
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

Indicate by check whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

               YES  [X]                   NO   [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                NUMBER OF SHARES OUTSTANDING AT
          TITLE OF EACH CLASS                          AUGUST 5, 1999
---------------------------------------         -------------------------------
COMMON STOCK, PAR VALUE $0.10 PER SHARE                  2,474,029



<PAGE>   2





                       ATRION CORPORATION AND SUBSIDIARIES


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>



<S>           <C>                                                                   <C>
PART I.       FINANCIAL INFORMATION                                                    2

       ITEM 1.     Financial Statements

                        Consolidated Statements of Income (Unaudited)
                            For the Three and Six Months Ended
                            June 30, 1999 and 1998                                     3


                        Consolidated Balance Sheets (Unaudited)
                            June 30, 1999 and December 31, 1998                      4-5


                        Consolidated Statements of Cash Flows (Unaudited)
                            For the Six Months Ended
                            June 30, 1999 and 1998                                     6


                        Notes to Consolidated Financial Statements (Unaudited)         7

       ITEM 2.     Management's Discussion and Analysis of
                     Financial Condition and Results of
                     Operations                                                        8

PART II.      OTHER INFORMATION

       ITEM 4.     Submission of Matters to a Vote of Security Holders                12

       ITEM 6.     Exhibits and Reports on
                   Form 8-K                                                           13

SIGNATURES                                                                            14
</TABLE>
                                       1


<PAGE>   3





                                     PART I


                              FINANCIAL INFORMATION




                                       2

<PAGE>   4


                       ATRION CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                      THREE MONTHS ENDED            SIX MONTHS ENDED
                                                            JUNE 30                       JUNE 30
                                                    -----------------------       ----------------------
                                                      1999           1998           1999          1998
                                                    --------       --------       --------       -------
                                                     (In thousands, except         (In thousands, except
                                                        per share data)               per share data)
<S>                                                 <C>            <C>            <C>            <C>
Revenues                                            $ 12,737       $ 11,375       $ 24,318       $21,537
Cost of goods sold                                     7,527          6,740         14,483        13,167
                                                    --------       --------       --------       -------
Gross profit                                           5,210          4,635          9,835         8,370
                                                    --------       --------       --------       -------

Operating expenses:
   Selling expense                                     1,822          1,382          3,489         2,344
   General and administrative                          1,796          1,811          3,448         3,452
   Research and development                              679            736          1,379         1,289
                                                    --------       --------       --------       -------
                                                       4,297          3,929          8,316         7,085
                                                    --------       --------       --------       -------

Operating income                                         913            706          1,519         1,285
                                                    --------       --------       --------       -------

Other income (expense):
   Interest income (expense), net                        (78)           137            (72)          330
   Other income                                           --             12             10            40
                                                    --------       --------       --------       -------
                                                         (78)           149            (62)          370
                                                    --------       --------       --------       -------

Income from continuing operations before
    provision for income taxes                           835            855          1,457         1,655
Provision for income taxes                               215            318            444           620
                                                    --------       --------       --------       -------

Income from continuing operations                        620            537          1,013         1,035

Gain on disposal of discontinued operations,
    net of income taxes                                  165             --            165            --
                                                    --------       --------       --------       -------

Net income                                          $    785       $    537       $  1,178       $ 1,035
                                                    ========       ========       ========       =======

Earnings per basic share:
   Continuing operations                            $   0.24       $   0.17       $   0.37       $  0.32
   Gain on disposal of discontinued operations          0.06             --           0.06            --
                                                    --------       --------       --------       -------
                                                    $   0.30       $   0.17       $   0.43       $  0.32
                                                    ========       ========       ========       =======

Weighted average basic shares outstanding              2,582          3,202          2,750         3,218
                                                    ========       ========       ========       =======

Earnings per diluted share:
   Continuing operations                            $   0.23       $   0.17       $   0.36       $  0.32
   Gain on disposal of discontinued operations          0.06             --           0.06            --
                                                    --------       --------       --------       -------
                                                    $   0.29       $   0.17       $   0.42       $  0.32
                                                    ========       ========       ========       =======

Weighted average diluted shares outstanding            2,640          3,203          2,787         3,220
                                                    ========       ========       ========       =======
</TABLE>


The accompanying notes are an integral part of these consolidated statements.

                                       3

<PAGE>   5


                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                       JUNE 30,     DECEMBER 31,
ASSETS                                                   1999          1998
------                                                 --------     ------------
                                                             (In thousands)
<S>                                                    <C>          <C>
Current assets:
   Cash and cash equivalents                           $    101     $      5,635
   Accounts receivable                                    8,645            7,278
   Inventories                                            9,960            8,568
   Prepaid expenses and other                             1,186            1,358
                                                       --------     ------------
                                                         19,892           22,839
                                                       --------     ------------

Property, plant and equipment:
   Original cost                                         31,838           22,315
   Less accumulated depreciation and amortization         6,340            4,921
                                                       --------     ------------
                                                         25,498           17,394
                                                       --------     ------------

Deferred charges:
   Patents                                                3,468            3,620
   Goodwill                                              13,687           13,986
   Other                                                  2,810            2,576
                                                       --------     ------------
                                                         19,965           20,182
                                                       --------     ------------

                                                       $ 65,355     $     60,415
                                                       ========     ============
                                                              (Continued)
</TABLE>


The accompanying notes are an integral part of these Consolidated Balance
Sheets.

                                       4
<PAGE>   6
                      ATRION CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)


<TABLE>
<CAPTION>

                                                             JUNE 30,       DECEMBER 31,
LIABILITIES AND STOCKHOLDERS' EQUITY                           1999             1998
------------------------------------                         --------       ------------
                                                                   (In thousands)
<S>                                                          <C>            <C>
Current liabilities:
   Current maturities of long-term debt                      $     --       $        203
   Accounts payable and accrued liabilities                     6,139              3,929
                                                             --------       ------------
                                                                6,139              4,132
                                                             --------       ------------

Long-term debt, less current maturities                         6,225                 --
                                                             --------       ------------

Other noncurrent liabilities                                    7,048              6,914
                                                             --------       ------------

Stockholders' equity:
   Common shares, par value $0.10 per share; authorized
      10,000,000 shares, issued 3,419,953 shares                  342                342
   Paid-in capital                                              6,403              6,394
   Retained earnings                                           47,999             46,821
   Treasury shares, at cost                                    (8,801)            (4,188)
                                                             --------       ------------
       Total stockholders' equity                              45,943             49,369
                                                             --------       ------------


                                                             $ 65,355       $     60,415
                                                             ========       ============
</TABLE>


The accompanying notes are an integral part of these Consolidated Balance
Sheets.

                                       5


<PAGE>   7


                       ATRION CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                    SIX MONTHS ENDED
                                                                         JUNE 30
                                                                 -----------------------
                                                                     1999           1998
                                                                 --------       --------
                                                                      (In thousands)
<S>                                                              <C>            <C>
Cash flows from operating activities:
   Net income                                                    $  1,178       $  1,035
   Adjustments to reconcile net income to
      net cash provided by operating activities:
        Gain on disposal of discontinued operations                  (165)            --
        Depreciation and amortization                               1,869          1,572
        Deferred income taxes                                         146            242
        Other                                                        (235)           107
                                                                 --------       --------
                                                                    2,793          2,956

        Change in current assets and liabilities:
           (Increase) in accounts receivable                       (1,367)        (1,710)
           (Increase) in other current assets                      (1,220)          (931)
           Increase in accounts payable                             1,980            760
           Increase (decrease) in other current liabilities           229           (526)
                                                                 --------       --------
   Net cash provided by continuing operations                       2,415            549
   Net cash provided by (used in) discontinued operations             165           (168)
                                                                 --------       --------
                                                                    2,580            381
                                                                 --------       --------

Cash flows from investing activities:
  Property, plant and equipment additions                          (9,523)          (692)
  Acquisition of subsidiary                                            --        (23,198)
                                                                 --------       --------
                                                                   (9,523)       (23,890)
                                                                 --------       --------

Cash flows from financing activities:
  Increase (decrease) in long-term indebtedness                     6,022           (352)
  Issuance of common stock                                             --             20
  Repurchase of common stock                                       (4,613)          (485)
                                                                 --------       --------
                                                                    1,409           (817)

Net change in cash and cash equivalents                            (5,534)       (24,326)
Cash and cash equivalents at beginning of period                    5,635         32,172
                                                                 --------       --------
Cash and cash equivalents at end of period                       $    101       $  7,846
                                                                 ========       ========

Cash paid for:
Interest (net of capitalized amounts)                            $     60       $     15
Income taxes (net of refunds)                                    $    132       $     44
</TABLE>


The accompanying notes are an integral part of these consolidated statements.

                                       6


<PAGE>   8


                       ATRION CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)      BASIS OF PRESENTATION
         In the opinion of management, all adjustments necessary for a fair
         presentation of results of operations for the periods presented have
         been included in the accompanying unaudited consolidated financial
         statements of Atrion Corporation (the "Company"). Such adjustments
         consist of normal recurring items. The accompanying financial
         statements have been prepared in accordance with the instructions to
         Form 10-Q and include the information and notes required by such
         instructions. Accordingly, the consolidated financial statements and
         notes thereto should be read in conjunction with the financial
         statements and notes included in the Company's 1998 Annual Report on
         Form 10-K.

(2)      PURCHASE OF CERTAIN QUEST MEDICAL, INC. ASSETS.
         On January 30, 1998, the Company, through a wholly owned Texas
         subsidiary then known as "QMI Medical, Inc.," acquired the
         cardiovascular and intravenous fluid products division of Advanced
         Neuromodulation Systems, Inc. (formerly known as Quest Medical, Inc.
         and herein referred to as "ANS") and all rights to the name "Quest
         Medical, Inc." The Company paid $22,922,000 (after taking into account
         certain postclosing adjustments and excluding $276,000 of related
         acquisition costs) in cash for the net assets acquired from ANS. As
         part of the transaction, the Company also obtained a one-year lease on
         ANS's facility in Allen, Texas, along with an option to buy the
         facility. This acquisition was accounted for using the purchase method
         of accounting. Accordingly, the purchase price was allocated to the
         assets and liabilities acquired based on their estimated fair value at
         the date of acquisition. The excess of the consideration paid over the
         estimated fair value of the net assets acquired of $9.7 million was
         recorded as goodwill and is being amortized over 25 years. The Company
         changed the name of QMI Medical, Inc. to "Quest Medical, Inc." in June
         1998, and that subsidiary is herein referred to as "Quest Medical." On
         February 1, 1999, the Company purchased the Allen, Texas facility for
         $6.5 million pursuant to the option mentioned above.

         The following table presents unaudited consolidated selected financial
         data on a pro forma basis assuming the purchase of these assets had
         occurred as of January 1, 1998. The unaudited consolidated pro forma
         data reflect certain assumptions, which are based on estimates. The
         unaudited consolidated pro forma combined results presented have been
         prepared for comparative purposes only and are not necessarily
         indicative of actual results that would have been achieved had the
         acquisition occurred at the beginning of the period presented, or of
         future results.

<TABLE>
<CAPTION>

                                                                     SIX MONTHS ENDED
                                                                       June 30, 1998
                                                           --------------------------------------
                                                           (in thousands, except per share data)
<S>                                                        <C>
Revenues                                                           $         22,658
Income from continuing operations                                  $          1,058
Net income                                                         $          1,058
Net income per basic and diluted share                             $           0.33
</TABLE>

         For further information regarding the acquisition of these assets,
         refer to the Company's Report on Form 8-K, filed with the Securities
         and Exchange Commission on February 17, 1998, as amended on April 15,
         1998.

                                       7
<PAGE>   9



                       ATRION CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 1999

         The Company's consolidated net income for the quarter ended June 30,
         1999 was $785,000 or $.30 per basic and $.29 per diluted share,
         compared with $537,000, or $.17 per basic and diluted share, for the
         second quarter of 1998. Income from continuing operations for the
         second quarter of 1999 was $620,000, or $.24 per basic and $.23 per
         diluted share, compared with $537,000, or $.17 per basic and diluted
         share, for the second quarter of 1998. The earnings per basic share
         computations are based on weighted average basic shares outstanding of
         2,582,342 in 1999 and 3,201,645 in 1998. The earnings per diluted share
         computations are based on weighted average diluted shares outstanding
         of 2,639,815 in 1999 and 3,202,623 in 1998.

         Consolidated revenues of $12.7 million for the second quarter of 1999
         were $1.4 million or 12 percent higher than revenues for the second
         quarter of 1998. The increase in revenues in the second quarter of 1999
         was a result of improved sales at all operations, including increased
         placements by the Company of its Myocardial Protection System ("MPS")
         units and higher sales of related disposables. Gross profit of $5.2
         million in the second quarter of 1999 was $575,000 or 12 percent higher
         than that in the comparable 1998 period. The previously mentioned
         increased revenues were the primary contributors to this increase.

         The Company's second quarter 1999 operating expenses of $4.3 million
         were $368,000 higher than the operating expenses for the second quarter
         of 1998. This increase is primarily the result of increased costs
         associated with the development and marketing of the Company's MPS
         during the current year partially offset by lower spending at the
         parent company level in the 1999 period compared to the same period in
         1998. Operating income in the second quarter of 1999 totaled $913,000
         compared with $706,000 in the second quarter of 1998.

         Net interest expense for the second quarter of 1999 was $78,000
         compared with net interest income of $137,000 for the same period in
         1998. This change is primarily attributable to the Company's use of
         cash and cash equivalents in late 1998 to fund repurchases of
         outstanding common stock of the Company and in February 1999 to fund
         the purchase of its Allen, Texas facility and borrowings by the Company
         to fund its repurchase of outstanding common stock of the Company and
         purchases of automation equipment during the first six months of 1999.
         Tax credits attributable to the Company's research and development
         activities resulted in a lower effective income tax rate, and
         contributed to improved earnings, in the second quarter of 1999 as
         compared to the same period in 1998.

         The Company recorded a gain on the disposal of discontinued operations
         relating to the sale of its natural gas operations of $165,000, after
         tax, or $.06 per basic and diluted share, for the three months ended
         June 30,1999. Under the terms of the sale of its natural gas operations
         in 1997, certain annual contingent payments of up to $250,000 per year
         may be paid to the Company over an eight-year period beginning in 1999.
         The Company received the maximum amount of $250,000 for its first
         contingent payment in April 1999. There was no similar transaction
         during the same period of 1998.

                                       8
<PAGE>   10

         The Company believes that based on recent trends and certain standing
         orders, revenues, cost of goods sold and gross profit for the third and
         fourth quarters of 1999, will be higher than comparable 1998 periods.
         The Company also anticipates that its effective income tax rate for the
         third and fourth quarters of 1999 will be lower than in the comparable
         1998 periods and that 1999 earnings per share from continuing
         operations will significantly exceed the 1998 level.

         RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 1999

         The Company's consolidated net income for the six-month period ended
         June 30, 1999 was $1.2 million, or $.43 per basic and $.42 per diluted
         share, compared with $1.0 million, or $.32 per basic and diluted share,
         for the first six months of 1998. Income from continuing operations for
         the first six months of 1999 was $1.0 million, or $.37 per basic and
         $.36 per diluted share, compared with $1.0 million, or $.32 per basic
         and diluted share. The earnings per basic share computations are based
         on weighted average basic shares outstanding of 2,750,266 in 1999 and
         3,217,939 in 1998. The earnings per diluted share computations are
         based on weighted average diluted shares outstanding of 2,787,270 in
         1999 and 3,220,152 in 1998.

         Consolidated revenues of $24.3 million for the six months ended June
         30, 1999 were $2.8 million or 13 percent higher than revenues for the
         six months ended June 30, 1998. All operations realized increased
         revenues for the first six months of 1999, compared with the same
         period in the prior year. Increased placements by the Company of its
         MPS units and higher sales of related disposables added to the 1999
         revenue increase. The increase in revenues for the first six months of
         1999, compared to the same period in the prior year, was also a result
         of the inclusion of the operations of Quest Medical for six full months
         in the current-year period compared with the inclusion of the Quest
         Medical operations in the prior year period for the five months
         subsequent to its acquisition in January 1998.

         Gross profit of $9.8 million for the first six months of 1999 was $1.5
         million or 18 percent higher than that in the comparable period of
         1998. This increase is the result of increased revenues at all
         operations and the inclusion of the operations of Quest Medical for a
         full six-month period in 1999 compared to five months in the 1998
         period. The gross profit percentage for the first six months of 1999 of
         40.4 percent is higher than the gross profit percentage in the same
         period of 1998 of 38.9 percent due to the inclusion of Quest Medical
         for the full six months in 1999 compared to five months in the 1998
         period. Quest Medical generally has a higher gross profit percentage
         than the Company's other operations.

         The Company's operating expenses of $8.3 million for the first six
         months of 1999 were $1.2 million higher than operating expenses for the
         first six months of 1998. This increase is the result of increased
         costs associated with the development and marketing of the MPS during
         the current year partially offset by reduced spending at the parent
         company level for the 1999 period compared to the same period in 1998.
         The increase in operating expenses for the first six months of 1999,
         compared to the same period in the prior year, was also a result of the
         inclusion of the operations of Quest Medical for six full months in the
         current year period compared with the inclusion of the Quest Medical
         operations in the prior year period for the five months subsequent to
         its acquisition in January 1998. Operating income in the six months
         ended June 30, 1999 totaled $1.5 million compared with $1.3 million in
         the same period of 1998.

                                       9
<PAGE>   11

         Net interest expense for the six months ended June 30, 1999 was $72,000
         compared with net interest income of $330,000 for the same period in
         1998. This change is primarily attributable to the Company's use of
         cash and cash equivalents in late 1998 to fund repurchases of
         outstanding common stock of the Company and in February 1999 to fund
         the purchase of its Allen, Texas facility and borrowings by the Company
         to fund its repurchase of outstanding common stock of the Company and
         purchases of automation equipment during the first six months of 1999.
         Tax credits attributable to the Company's research and development
         activities resulted in a lower effective income tax rate, and
         contributed to improved earnings, in the first six months of 1999 as
         compared to the six months ended June 30, 1998.

         As was discussed above, the Company recorded a gain on the disposal of
         discontinued operations relating to the sale of its natural gas
         operations of $165,000, after tax, or $.06 per basic and diluted share,
         for the six months ended June 30,1999. There was no similar transaction
         during the same period of 1998.

         LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 1999, the Company had cash and cash equivalents of
         $101,000 compared with $5.6 million at December 31, 1998. The decrease
         in cash and cash equivalents from December 31, 1998 to June 30, 1999
         was primarily attributable to the Company's February 1, 1999 purchase
         of its Allen, Texas facility for $6.5 million. The Company had $6.2
         million of long-term debt, borrowed under its $20 million revolving
         loan facility, at June 30, 1999 compared with no long-term debt at
         December 31, 1998. This increase in long-term debt from December 31,
         1998 to June 30, 1999 was primarily attributable to the above
         mentioned facility purchase, the repurchase of outstanding common
         stock of the Company and purchases of automation equipment. The term
         of the $20 million revolving loan facility has been extended until
         May 20, 2001.

         The Company believes that its existing cash and cash equivalents, cash
         flows from operations, borrowings available under the Company's
         revolving loan facility and other equity or debt financing, which the
         Company believes would be available, will be sufficient to fund the
         Company's cash requirements for at least the next two years.

         YEAR 2000 ISSUES

         In 1998, the Company began its assessment of its information systems,
         products, facilities and equipment to determine if they are Year 2000
         ready. At that time, the Company's operating units were using several
         different information systems. As a part of the Company's ongoing
         efforts to achieve operating synergies, as well as to assure Year 2000
         compliance, the Company has purchased and has installed new computer
         systems in one of its units and has taken steps to determine whether
         its new and existing systems are Year 2000 compliant. The Company has
         contacted its major suppliers, as well as certain other suppliers, to
         determine whether they are Year 2000 compliant and, where not, would
         monitoring their progress. In addition, the Company has reviewed its
         products that process information that may be date sensitive and
         believes that those products are not Year 2000 sensitive products. The
         Company's facilities and equipment have also been examined to determine
         whether they are Year 2000 ready. The Company has substantially
         completed its assessment of its information systems, facilities and
         equipment and believes that they

                                       10
<PAGE>   12

         are Year 2000 compliant. The Company has no means of ensuring that all
         of its suppliers are or will be Year 2000 compliant. The failure of
         certain of these suppliers to be Year 2000 compliant could materially
         impact the Company. As a result, where appropriate and feasible, the
         Company will consider new business relationships with alternate
         providers. The Company has incurred costs of approximately $140,000,
         including the cost and time for Company employees, to address Year 2000
         issues, and believes that any additional costs of addressing its Year
         2000 transition will not have a material adverse effect on the
         Company's financial condition or business operations. Given the
         uncertain consequences of failure to resolve significant Year 2000
         issues, however, there is no assurance that any one or more of such
         failures would not have a material adverse impact on the Company. The
         Company is in the process of completing a contingency plan to address
         failures that may occur.



         FORWARD-LOOKING STATEMENTS

         The statements in this Management's Discussion and Analysis that are
         forward-looking are based upon current expectations, and actual results
         may differ materially. Therefore, the inclusion of such forward-looking
         information should not be regarded as a representation by the Company
         that the objectives or plans of the Company would be achieved. Such
         statements include, but are not limited to, the Company's expectations
         regarding future revenues, cost of sales, gross profit, effective tax
         rate for the third and fourth quarters of 1999 and 1999 earnings per
         share from continuing operations, as well as future liquidity and
         capital resources and Year 2000 compliance and impact. Words such as
         "anticipates," "believes," "expects," "estimated" and variations of
         such words and similar expressions are intended to identify such
         forward-looking statements. Forward-looking statements contained herein
         involve numerous risks and uncertainties, and there are a number of
         factors that could cause actual results to differ materially including,
         but not limited to, the following: changing economic, market and
         business conditions; the effects of governmental regulation; the impact
         of competition and new technologies; slower-than-anticipated
         introduction of new products, implementation of marketing strategies or
         new manufacturing processes or implementation of new information
         systems; changes in the prices of raw materials; changes in product
         mix; product recalls; the ability to attract and retain qualified
         personnel; and the loss of any significant customer. In addition,
         assumptions relating to budgeting, marketing, product development and
         other management decisions are subjective in many respects and thus
         susceptible to interpretations and periodic review which may cause the
         Company to alter its marketing, capital expenditures or other budgets,
         which in turn may affect the Company's results of operations and
         financial condition.


                                       11

<PAGE>   13



                                     PART II

                                OTHER INFORMATION




ITEM 1.       LEGAL PROCEEDINGS

              None

ITEM 2.       CHANGES IN SECURITIES

              None

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

              None

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              The Company held its 1999 Annual Meeting of Stockholders ("Annual
              Meeting") on June 14, 1999 at the offices of Halkey-Roberts
              Corporation, a Company subsidiary. At such meeting, the Company's
              stockholders ratified the Board of Director's appointment of
              Arthur Andersen LLP as independent accountants with 2,284,502
              shares voted for ratification, 25,941 voted against and 8,852
              abstentions. The voting with respect to the nominees for election
              as directors was as follows:

                   NOMINEE                VOTES FOR             VOTES WITHHELD
                   -------                ---------             --------------
               Emile A. Battat            2,263,858                 55,437
               John H. P. Maley           2,263,858                 55,437

              The terms of the following directors continued after the
              meeting: Roger F. Stebbing, John P. Stupp, Jr., Richard O.
              Jacobson, Jerome J. McGrath and Hugh J. Morgan, Jr.

              For information relating to the settlement between the Company and
              The Atrion Stockholder Committee which resulted in termination of
              a proxy contest in connection with the Annual Meeting, see the
              Company's Schedule 14A Information, Definitive Additional
              Materials, filed with the Securities and Exchange Commission on
              May 17, 1999.

                                       12
<PAGE>   14

ITEM 5.       OTHER INFORMATION

              None

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)    Exhibits
                     10i*           Atrion Corporation 1998 Outside Directors
                                    Stock Option Plan (As Amended and Restated
                                    Effective August 12, 1999) (1)

                     10k*           Amendments to Atrion Corporation 1997 Stock
                                    Incentive Plan (1)

                     27             Financial Data Schedules (filed
                                    electronically only)

              (b)    No reports on Form 8-K have been filed during the quarter
                     ended June 30, 1999.
---------------------
(1) Filed herewith

                                       13

<PAGE>   15




                                   SIGNATURES


         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 thereunto duly authorized.




                               Atrion Corporation
                               ------------------
                                  (Registrant)


         Date:  August 13, 1999             /s/ Emile A. Battat
                                            -----------------------------------
                                            Emile A. Battat
                                            Chairman, President and
                                            Chief Executive Officer



         Date:  August 13, 1999             /s/ Jeffery Strickland
                                            -----------------------------------
                                            Jeffery Strickland
                                            Vice President and
                                            Chief Financial Officer

                                       14