8-K 1 f0501.txt FIC 8-K MAY 18, 2001 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 (date of earliest event reported): May 18, 2001 FINANCIAL INDUSTRIES CORPORATION (Exact name of Registrant as specified in charter) Texas 0-4690 74-2126975 (State or other jurisdiction (Commission file number) (I.R.S. employer of incorporation) identification no.) 6500 River Place Blvd., Building One Austin, Texas 78730 (Address of principal executive offices) Registrant's telephone number, including area code: (512) 404-5000 ITEM 2. Other Events On May 18, 2001, pursuant to that certain Agreement and Plan of Merger, as amended (the "Merger Agreement"), dated as of January 17, 2001, among Financial Industries Corporation, a Texas corporation ("FIC"), InterContinental Life Corporation, a Texas corporation ("ILCO"), and ILCO Acquisition Company, a Texas corporation and wholly-owned subsidiary of FIC ("Merger Sub"), MergerSub was merged with and into ILCO (the "Merger"). ILCO was the surviving corporation of the Merger and became a wholly-owned subsidiary of FIC. In accordance with the Merger Agreement, FIC will issue 1.1 shares of common stock, par value $0.20 per share ("FIC Common Stock"), for each share of common stock, par value $0.22 per share, of ILCO outstanding at the time of the Merger ("ILCO Common Stock"). In addition, each share of ILCO Common Stock issuable pursuant to outstanding options will be assumed by FIC and become an option to acquire FIC Common Stock with the number of shares and exercise price adjusted for the exchange ratio in the Merger. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. The financial statements required by Item 7(a) will be filed pursuant to Item 7(a)(4) of Form 8-K as soon as practicable, but not later than August 3, 2001, 60 days after the due date of this Current Report on Form 8-K. (b) Pro Forma Financial Information. The pro forma financial information required by Item 7(b) will be filed pursuant to Item 7(b)(2) of Form 8-K as soon as practicable, but not later than August 3, 2001, 60 days after the due date of this Current Report on Form 8-K. (c) Exhibits. 99.1* - Press Release dated May 18, 2001. ______________ * Filed herewith 2 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 hereunto duly authorized. FINANCIAL INDUSTRIES CORPORATION Date: May 30, 2001 By: ____________________________ Roy F. Mitte Chairman, President and Chief Executive Officer 3 Exhibit 99.1 FOR IMMEDIATE RELEASE May 18, 2001 FOR MORE INFORMATION CONTACT Robert S. Cox 512-404-5128 FINANCIAL INDUSTRIES CORPORATION AND INTERCONTINENTAL LIFE CORPORATION COMPLETE MERGER AUSTIN, TEXAS - Financial Industries Corporation (FIC; Nasdaq NMS: symbol FNIN) and InterContinental Life Corporation (ILCO; Nasdaq Small Cap: symbol ILCO) jointly announced today the completion of the merger of a subsidiary of FIC with and into ILCO, with ILCO surviving the merger as a wholly-owned subsidiary of FIC. FIC will issue 1.1 shares of its common stock, $0.20 par value, for each share of ILCO common stock, $0.22 par value, outstanding at the time of the merger and not held directly by FIC or ILCO. In addition, each option to purchase ILCO common stock will be assumed by FIC and become an option to purchase FIC common stock with the number of shares and exercise price adjusted for the exchange ratio in the merger. Taking shares issuable upon exercise of options into account, FIC will issue up to approximately 5.8 million shares to former ILCO shareholders and optionholders as a result of the merger. *********