-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ClfPh5fAZM0gQw0WaoLflK7L5Bpgt5VVudgAiLfmFjRUbwB5QkAn1em2Lm5LU+Go xFc1DyTw+k97h9aivzxe2w== 0000035733-04-000006.txt : 20040217 0000035733-04-000006.hdr.sgml : 20040216 20040217165912 ACCESSION NUMBER: 0000035733-04-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040217 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL INDUSTRIES CORP CENTRAL INDEX KEY: 0000035733 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 742126975 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04690 FILM NUMBER: 04609833 BUSINESS ADDRESS: STREET 1: LEGAL DEPARTMENT STREET 2: 6500 RIVER PLACE BLVD., BUILDING ONE CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 512 404-5000 MAIL ADDRESS: STREET 1: 6500 RIVER PLACE BLVD., BUILDING ONE STREET 2: LEGAL DEPARTMENT CITY: AUSTIN STATE: TX ZIP: 78730 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN UNITED INVESTMENT CO STOCK PLAN DATE OF NAME CHANGE: 19731128 FORMER COMPANY: FORMER CONFORMED NAME: ILEX CORP DATE OF NAME CHANGE: 19730801 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN UNITED INVESTMENT CO DATE OF NAME CHANGE: 19730801 8-K 1 fic8k-coo_cooper.txt FIC - 8K OF 021704 - APPOINT COOPER - COO 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): February 16, 2004 FINANCIAL INDUSTRIES CORPORATION (Exact name of Registrant as specified in charter) Texas 0-4690 74-2126975 (State or other jurisdiction (Commission file (I.R.S. employer of incorporation) number) 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 - 1 - Item 5 - Other Events and Regulation FD Disclosure. (i) The Board of Directors of Financial Industries Corporation ("FIC") has elected Charles B. Cooper as Chief Operating Officer. Mr. Cooper has served as a consultant to FIC since November 2003. Mr. Cooper has over 33 years of management experience in the life insurance industry. From February 2000 to July 2002, he served as President and CEO of American Amicable Group. He was President and Chief Operating Officer of American Income Life from 1975 to 1999. Mr. Cooper has also served as a management consultant to several insurance companies. His consulting practice has involved a wide range of operational matters, including product analysis, systems conversions and operations audit. Mr. Cooper has received a B.A. in Economics from the University of Washington and a J.D. from University of Washington School of Law. In connection with the election, Mr. Cooper received long-term incentives in the form of a grant of options to purchase 25,000 shares of FIC common stock at an exercise price equal to the fair market value on the effective date of his election. The option grant is subject to the approval of the shareholders of FIC. (ii) Effective as of February 13, 2004, the employment of Thomas C. Richmond with FIC was terminated. Mr. Richmond had served as a Vice President of FIC and as an officer of FIC's insurance subsidiaries. In that capacity, he had responsibility for the Information and Technology Services functions of the Company. FIC and Mr. Richmond entered into an amendment to his employment agreement, which provides that the employment period ends as of February 13, 2004. Following the end of the employment period, Mr. Richmond will receive severance payments on a bi-weekly basis at the annual salary rate ($190,000) set forth in the original employment agreement, net of applicable taxes. In addition, Mr. Richmond will receive certain medical, dental and life insurance benefits during the period that he receives severance payments. The description of the amendment to the employment agreement is qualified by reference to the complete agreement which is filed as an exhibit and is incorporated herein by reference. (iii) Effective as of February 13, 2004, the employment of John Welliver was terminated. Mr. Welliver had served as a Vice President of FIC and as an officer of FIC's insurance subsidiaries. In that capacity, he had responsibility for the underwriting, customer service, claims and agency services functions. Mr. Welliver will receive severance payments for a twelve-week period. - 2 - Item 7. Financial Statements and Exhibits . (c) Exhibits Exhibit 10.1 Amendment dated as of February 13, 2004 to Employment Agreement by and between Thomas C. Richmond and Financial Industries Corporation. Exhibit 99.1 Press release dated February 17, 2004, issued by Financial Industries Corporation - 3 - 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: February 17, 2004 By: /s/ J. Bruce Boisture ___________________________________ President and Chief Executive Officer - 4 - EX-10 3 tr-employment.txt T. RICHMOND AMENDMENT EMPLOYMENT AGREEMENT EXHIBIT 10.1 Amendment No. 1 to Employment Agreement This Amendment No. 1 to the Employment Agreement (the "Agreement") dated as of December 13, 2002 ("Agreement Date") by and between Financial Industries Corporation, a Texas company ("Company"), and Thomas C. Richmond ("Executive"), a resident of Texas. The parties desire to enter into this Amendment, which is intended to modify certain terms and conditions of the Agreement. In consideration of the mutual agreements contained herein, the Company and Executive agree as follows: 1. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows: 3.1 Employment Period. The term of Executive's employment under this Agreement (the "Employment Period") shall begin on the Agreement Date and end on February 13, 2004. At the end of the Employment Period, Executive shall be entitled to receive the payments set forth in paragraph 3 of this Amendment No. 1 to the Employment Agreement. 2. Section 4.2 of the Agreement is hereby deleted in its entirety. 3. Article IV -Compensation is amended by the addition of the following new section: 4.2 Severance Payment. Following the end of the Employment Period, Executive shall be entitled to receive, as severance payments, bi-weekly payments of $7,307.70 each, net of any applicable deductions for federal income taxes and other related payroll taxes, in accordance with the FIC Insurance Group Payroll Calendar (hereinafter referred to as "Installments"). The Installments shall be payable beginning on February 26, 2004, with the final payment being made on the second regular FIC Insurance Group Payroll date for the month of December 2005. During the period that the Installments are payable: - 1 - (a) the Company will use its best efforts to provide for Executive's continued participation in the medical and dental insurance plans for which Executive was enrolled as of January 1, 2004, for which Executive will make the same contribution to the cost of such benefits as is made by active employees participating in such plans. If, at any time during the period that Installments are payable, the Company is unable to provide for Executive's continued participation in said medical and dental plans, Executive may apply for COBRA participation. If Executive enrolls in COBRA, the Company will contribute to the cost of such coverage, for the period commencing with the effective date of such COBRA enrollment and ending on the date of payment of the final Installment, the difference between the cost of COBRA coverage and the amount of contributions which an active employee of the Company would be required to contribute for participation in the medical benefit plan of the Company; (b) Executive will not be eligible to participate in the 401K plan sponsored by the Company and he will not accrue additional benefits under the defined benefit plan; and (c) the Company will provide Executive with life insurance and accidental death benefit insurance in an amount comparable to the amount for which Executive was enrolled as of January 1, 2004. Executive will contribute to the cost of such benefits on the same basis that he would have contributed had he continued as an active employee. 4. All capitalized terms in this Amendment shall have the meaning set forth in the Agreement, in the absence of a different definition set forth herein. 5. To the extent that any terms of this Amendment are inconsistent with the express terms of the Agreement, this Amendment shall control. All other terms in the Agreement shall remain in full force and effect. - 2 - IN WITNESS WHEREOF, Company and Executive have caused this Amendment to be executed as of this 13th day of February, 2004. Financial Industries Corporation By: /s/ Theodore A. Fleron _____________________________ Title: Vice President and Secretary /s/ Thomas C. Richmond ______________________________ Thomas C. Richmond - 3 - EX-99.1 4 press-release_cooper.txt PRESS RELEASE - COOPER AS COO EXHIBIT 99.1 FOR IMMEDIATE RELEASE February 17, 2004 FOR MORE INFORMATION CONTACT Theodore A. Fleron 512-404-5040 FINANCIAL INDUSTRIES CORPORATION ANNOUNCES ELECTION OF CHARLES B. COOPER AS CHIEF OPERATING OFFICER AUSTIN, Texas -- (BUSINESS WIRE) - February 17, 2004 -- Financial Industries Corporation ("FIC") today announced that its Board of Directors has elected Charles B. Cooper as Chief Operating Officer. Mr. Cooper has over 33 years of management experience in the life insurance industry. From February 2000 to July 2002, he served as President and CEO of American Amicable Group. He was President and Chief Operating Officer of American Income Life from 1975 to 1999. Mr. Cooper has also served as a management consultant to several insurance companies. His consulting practice has involved a wide range of operational matters, including product analysis, systems conversions and operations audit. Mr. Cooper has received a B.A. in Economics from the University of Washington and a J.D. from University of Washington School of Law. Mr. Cooper has served as a consultant to FIC since November 2003. FIC also announced the termination of the employment of Thomas C. Richmond and John Welliver, who had been vice presidents of the Company. Mr. Richmond and Mr. Welliver had been responsible, respectively, for information technology services and operations. The information in this release relating to the Company's operations, future business developments, and contingencies and uncertainties constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Financial Industries Corporation, through its various subsidiaries, markets and underwrites individual life insurance and annuity products. The Company's Nasdaq symbol is FNIN. For more information on FIC, go to http://www.ficgroup.com on the Internet. - 1 - -----END PRIVACY-ENHANCED MESSAGE-----