-----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, F6gOX+cwLpFjEeQpUksUXtFlNPXSiNolaKImEMLCqmr8uq6wL+ldrP/DAAh4Xige /TiWv9tEWfz2LGxzkozLlA== 0000035733-05-000006.txt : 20050506 0000035733-05-000006.hdr.sgml : 20050506 20050506170501 ACCESSION NUMBER: 0000035733-05-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050505 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050506 DATE AS OF CHANGE: 20050506 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: 05808839 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-hydanus.txt HYDANUS AS COO 050505 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 (date of earliest event reported): May 6, 2005 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 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions [] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - 1 - Item 5.02 - Appointment of Principal Officers. The Board of Directors of Financial Industries Corporation ("FIC") has elected Michael P. Hydanus, 53, as Senior Vice President - Operations as of May 3, 2005. Mr. Hydanus has over 20 years of management experience in the life insurance and consulting industries. From February 2001 to the present, he served as an independent management consultant in the areas of corporate operations and information technology improvement. His consulting practice included clients such as a national health benefit organization, policy administration organization, and regional technology service organizations. He was Chief Operating Officer and Chief Information Officer of Security First Group from 2000 to 2001. Prior to that, he worked as the Chief Information Officer for the Baltimore Life Companies from 1998-2000 and the Senior Vice President, COO / CIO for Delta Life & Annuity from 1996-1998. Mr. Hydanus received a B.A. in Business Administration from Lakeland College and an A.A. in Information Systems from Madison Area Technical College. He also holds FLMI and ACS certifications and is in the process of earning his CLU/ChFC certifications. In connection with the election, Mr. Hydanus received a letter which set forth the terms of his employment with FIC (the "Employment Letter"). The Employment Letter provides that he may receive long-term incentives in the form of a grant of options to purchase 15,000 shares of FIC common stock at an exercise price equal to the fair market value on the date that the options are granted. The option provision is conditional upon the approval of an equity option plan by the shareholders of FIC. Accordingly, such options would be granted only following shareholder approval of the equity option plan and approval by the Company's Compensation Committee of a grant of options. The Employment Letter also provides that, if FIC terminates Mr. Hydanus' employment without Cause (as defined in the Employment Letter), or Mr. Hydanus terminates his employment for Good Reason (as defined in the Employment Letter), he will be entitled to a continuation of his salary payments for twelve months after the date of termination. If FIC terminates Mr. Hydanus without Cause, or he terminates his employment with Good Reason, at any time within twelve months of a Change of Control (as defined in the Employment Letter), he will be entitled to a continuation of his salary payments for twenty-four months after the date of termination. - 2 - Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Offer of Employment Letter dated April 19, 2005 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 6, 2005 By: /s/ J. Bruce Boisture ____________________________________ J. Bruce Boisture, President and Chief Executive Officer - 3 - EX-99.1 2 ex99-1hydanus.txt EXHIBIT 99.1 - HYDANUS OFFER LTR 041905 April 15, 2005 Mr. Michael P. Hydanus 9625 Spring Hollow Cove Germantown, TN 38139 Dear Mr. Hydanus: It gives me great pleasure to invite you to join our team at Financial Industries Corporation (the "Company") as the Senior Vice President - Operations ("SVP - Operations") of the Company, effective no later than May 2, 2005. As the SVP - Operations of the Company, your responsibilities will include all of the Company's operations in the areas of underwriting, policy administration and policy holder services, claims, and agency. Your responsibilities will also include the Company's information technology and services, comprising generally its programming/systems development, network services, and data center/information services functions. In addition, you will take responsibility for leading the Company's Sarbanes-Oxley Section 404 documentation and testing. These described responsibilities are consistent with the organization chart that I have sent to you previously, another copy of which is enclosed with this letter; they (and the organization chart and the assignments it reflects) may be changed from time to time at the Company's discretion. Your salary will be $8,076.92 on a biweekly basis (representing an annualized amount of $210,000.00). In addition, you will be eligible for an annual bonus of $35,000 in 2005, based on attainment of certain Company-wide and individual goals. Your salary and bonus may be changed each year, depending on your performance and the fortunes of the Company. The Board of Directors will recommend to the Company's shareholders an equity ownership plan for approval at the Company's annual meeting to be held in 2005. Assuming that the plan is approved, and that you continue to be employed by the Company at that time, you will receive a grant of options to acquire 15,000 shares of the common stock of the Company. The exercise price of the options will be equal to the price of the Company's stock (as determined under the new plan) at the date that the options are granted; you will be vested in 5,000 of the options on the first anniversary of your acceptance of this offer, and an additional 5,000 of the option on each the following two such anniversaries. The options will vest immediately, however, in the event of (i) acquisition of more than 50% of the Company's stock by a single shareholder (or affiliated shareholders) or (ii) a change in the majority of the members of the Company's Board of Directors within a six-month period (either one of these two events constituting and referred to in this letter as a "Change of Control"). You will also be eligible for additional option grants in the future. - 1 - As an employee of the Company, you will be eligible to participate in the full range of the Company's benefit programs. Beginning the first of the month following 30 days of employment, the Company makes available medical insurance coverage, supplemented by a Section 125 plan. The Company will provide you with Company-paid life insurance of $50,000 annually, business travel insurance and long-term disability insurance, and the option to purchase additional accidental death, optional and dependent life insurance. In addition, we provide a 401(k) plan with unilateral employer cash contributions as well as employer matching contributions, and also sick leave and vacation plans. Although some of these plans may change from time to time, and you will be subject to such changes, you can see that the Company is committed to maintaining ample benefit plans for its employees. You will be eligible for three weeks of vacation in your first year of employment. The Company will also encourage and support your reasonable involvement in industry associations. In accepting this position, you agree that you will relocate your residence to Austin within a reasonable period after taking up the position. The Company will pay the costs of relocation, defined as the cost of two house-hunting trips for you and your wife, moving costs, and one-half of your reasonable brokerage expenses associated with the sale of your house. In addition, in consideration of your willingness to take up your new duties immediately, the Company will reimburse you for the reasonable cost of temporary accommodations for you and your family here in Austin for a reasonable period of time while you market and sell your house in Memphis. (The reimbursement for your relocation expenses will be "grossed up" to account for the tax effects to you of such reimbursement.) You will report to the CEO & President of the Company and will discharge such duties as he may assign to you from time to time. You will be required to devote your full-time business attention and activities exclusively to the Company's business (other than the management of your own investments and your service on boards of directors approved by the CEO & President). Either you or the Company may terminate your employment at any time. If the Company terminates your employment for Cause or you terminate your employment without Good Reason (both as defined below) (or if you die while an employee of the Company), you (or your estate) will be entitled to receive only your accrued but unpaid salary and vacation pay. If the Company terminates your employment without Cause, or you terminate your employment for Good Reason, you will be entitled to a continuation of your salary payments for twelve months after the date of termination. If, however, the Company terminates your employment without Cause, or you terminate your employment with Good Reason, at any time within twelve months of a Change in Control, you will instead be entitled to a continuation of your salary payments for twenty-four months after the date of termination. - 2 - For purposes of the preceding paragraph, "Cause" shall mean (i) your conviction of a crime involving dishonesty, fraud, breach of trust, or violation of the rights of employees; (ii) your willful engagement in any misconduct in the performance or your duties that, in the opinion of the Company, could materially injure the Company; (iii) your performance of any act that, if known to customers, agents, employees, or stockholders of the Company, could, in the opinion of the Company, materially injure the Company; or (iv) your continued willful and substantial nonperformance of assigned duties for at least ten days after you receive notice from the Company of such nonperformance and of the Company's intention to terminate your employment because of such nonperformance. For purposes of the preceding paragraph, "Good Reason" shall exist if the Company takes any of the following actions with regard to your employment: a) makes a significant reduction in your duties, authority, or responsibilities; b) materially reduces your salary, target bonus, or fringe benefits relative to those of its other senior executives; c) requires you to relocate from the Austin, Texas, metropolitan area; or d) fails to obtain the assumption of this letter agreement by any of its successors, including any purchaser of all or substantially all of the Company's assets. If you become disabled by injury, disease or mental condition (as reasonably determined by the Company) from performing the principal duties of your employment, the Company may terminate your employment. Upon such a termination, you will be entitled to continue to receive your salary for the lesser of (i) any waiting period set forth in any disability policy maintained by the Company that covers you or (ii) six months after termination of your employment. As the SVP - Operations of the Company, you will be required to sign both the Company's Business Ethics Policy and its Code of Ethics for Senior Executives and Financial Officers. I have enclosed copies of both for your review and signature. In addition, as a member of the senior management team of the Company, you will be expected to exemplify in all your actions and communications, inside and outside the Company, the high standards of professionalism, honesty, candor, and competence that we intend to make the hallmark of the Company going forward. For its part, the Company will indemnify and hold you harmless against any and all claims, suits, costs, losses, and expenses of any nature (including reasonable attorneys' fees and litigation costs) which arise from your performance of your duties as contemplated in this letter, as and to the extent provided in the Company's charter and bylaws. - 3 - Once accepted by you, the terms set forth in this letter shall be binding upon any successor entity to the Company, whether direct or indirect and whether by purchase, merger, consolidation, liquidation, or otherwise. Any successor to all or substantially all of the Company's business and/or assets shall assume all of the obligations under this Agreement. This offer will remain open until the close of business on April 20, 2005, unless earlier accepted by you or revoked by me, in either case, in writing. If you have questions or would like to discuss the terms of the offer, please call me. To signify your acceptance of the offer, please countersign a copy of the letter and return it to me by fax at (512) 404-5129. Sincerely yours, /s/ J. Bruce Boisture J. Bruce Boisture CEO & President Accepted and agreed: /s/ Michael P. Hydanus Michael P. Hydanus Date: April 19, 2005 - 4 - -----END PRIVACY-ENHANCED MESSAGE-----