-----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, NLnfSmQfv7TlDuqbeXQhZrh5KM3yUIlvxHO2/nAloY4vhmnwytDPgsiLD6aKwm/B E7/dY6kcToCkfqjOdmsGXA== 0000035733-06-000012.txt : 20060324 0000035733-06-000012.hdr.sgml : 20060324 20060324140833 ACCESSION NUMBER: 0000035733-06-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060320 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060324 DATE AS OF CHANGE: 20060324 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: 06708472 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 fic8k032306shareholder.htm FIC 8K SHAREHOLDER

 

 


      

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):

March 20, 2006

 

FINANCIAL INDUSTRIES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Texas

 

0-4690

 

74-2126975

(State of other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

6500 River Place Blvd., Building One

Austin, Texas

 

78730

(Address of principal executive offices)

 

(Zip code)

 

Registrant’s telephone number including area code: (512) 404-5000

 

Not Applicable

(Former name or former address if changed from last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

                                                                                                        

 

 

 

Item 8.01. Other Events.

On February 17, 2006, R. Keith Long, Chairman of the Board of Directors (the “Board”) of Financial Industries Corporation (“FIC”) received a letter from legal counsel to one of its shareholders, Haythem Dawlett, requesting that the Board convene an annual meeting of shareholders as soon as possible. In a subsequent telephone conversation with such legal counsel, Mr. Long agreed to discuss the letter with FIC’s Board at its next regularly scheduled meeting on March 20 – 21, 2006.

 

Following such Board of Directors meeting, on March 24, 2006, FIC legal counsel responded to Mr. Dawlett’s legal counsel that FIC is currently unable to comply with Rule 14a-3 under the Securities Exchange Act of 1934, as amended, which requires concurrent delivery with any proxy statement of an annual report, inclusive of audited annual financial statements for the most recently completed fiscal year. Because FIC is not currently in a position to solicit proxies in connection with an annual meeting, or to provide an annual report to its shareholders, FIC does not believe that it is currently able to hold an annual shareholders’ meeting at which its shareholders will be fully informed or represented. FIC legal counsel’s response also stated that FIC intends to hold the next annual shareholders’ meeting as soon as FIC can comply with Rule 14a-3 and currently anticipates that it would be able to hold such meeting on or about December 6, 2006.

 

As provided by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, FIC cautions that statements regarding the date of the next annual shareholders’ meeting of FIC and other matters described in this report that are not historical factual information are forward-looking statements. Such statements are made based upon management’s current expectations and beliefs and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ from those contemplated by the forward-looking statements, including the timing, completion and results of FIC’s reviews and audits. Investors should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and FIC undertakes no obligation to publicly update or revise any forward-looking statements.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit 99.1 – Letter dated February17, 2006, to R. Keith Long from counsel to Haythem Dawlett

 

Exhibit 99.2 – Letter dated March 24, 2006, to counsel for Haythem Dawlett from FIC legal counsel.

 

 

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.

 

 

                                                                                                        

 

 

 

Dated: March 24, 2006

FINANCIAL INDUSTRIES CORPORATION

 

By:

/s/ Michael P. Hydanus

Michael P. Hydanus

Interim Chief Executive Officer

 

 

 

                                                                                                        

 

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

 

Exhibit 99.1 – Letter dated February 17, 2006, to R. Keith Long from counsel to Haythem Dawlett

 

Exhibit 99.2 – Letter dated March 24, 2006, to counsel for Haythem Dawlett from FIC legal counsel

 

 

 

 

                                                                                                        

 

 

 

EX-99.1 2 ex99_1shareholderltr032306.htm LETTER TO R. KEITH LONG

[Jenkins & Gilchrest letterhead]

 

 

February 17, 2006

 

VIA HAND DELIVERY

 

Mr. R. Keith Long

Chairman of the Board

Financial Industries Corporation

6500 River Place Boulevard, Building One

Austin, Texas 78730

 

Re: Written Request for Shareholder Meeting

 

Dear Mr. Long:

 

This law firm represents Haythem Dawlett, a shareholder of Financial Industries Corporation (“FIC”), in connection with the above-described matter.

 

As you know, the bylaws provide that an annual meeting of the shareholders shall be held every year on the fourth Tuesday in April at which the shareholders shall elect a board of directors. No such meeting has taken place since mid-2003.

 

Consequently, under the Texas Business Corporation Act, Article 2.24(B), Mr. Dawlett hereby submits this written request that the Board convene an annual meeting of the shareholders as soon as possible. Mr. Dawlett further requests that a copy of the list of shareholders dated as of the record date of the meeting be forwarded to him immediately following the record date.

 

It is our client’s expectation that you will respond to this written request no later than February 28, 2006. Please be advised that we are prepared to pursue all available remedies if the Board refuses to convene a meeting of the shareholders in compliance with Article 2.24(B).

 

I appreciate your prompt attention to this matter.

 

Sincerely,

 

/s/ J. Rowland Cook

 

J. Rowland Cook

 

cc: Ms. Jennifer Robinson (via hand delivery)

(Financial Industries Corporation)

 

 

 

 

EX-99.2 3 ex99_2response032306.htm LETTER TO COUNSEL

 

March 24, 2006

 

Mr. J. Rowland Cook

Jenkens & Gilchrist, P.C.

401 Congress Avenue

Suite 2500

Austin, TX 78701-3799

 

Re: Response to Your Letter of February 17, 2006

 

Dear Rowland,

 

At its regularly scheduled meeting on March 20-21, 2006, the board of directors (“Board”) of Financial Industries Corporation (“FIC”) reviewed and discussed your letter of February 17, 2006, on behalf of Haythem Dawlett, an FIC shareholder, requesting that FIC hold its annual shareholders’ meeting.

 

The Board considers the annual shareholders’ meeting a very important part of proper corporate governance. However, FIC is currently unable to comply with Rule 14a-3 under the Securities Exchange Act of 1934, as amended, which requires concurrent delivery with any proxy statement of an annual report, inclusive of audited annual financial statements for the most recently completed fiscal year. Because FIC is not currently in a position to solicit proxies in connection with an annual meeting, or to provide an annual report to its shareholders, FIC does not believe that it is currently able to hold an annual shareholders’ meeting at which its shareholders will be fully informed or represented.

 

The Board intends to hold the next annual shareholders’ meeting as soon as FIC can comply with Rule 14a-3 and currently anticipates that it will be able to hold such meeting on or about December 6, 2006.

 

The Board fully appreciates and understands your concerns about the delay in this important corporate governance event and hopes that you and Mr. Dawlett understand that FIC is doing everything it can to insure that a fully inclusive annual shareholders’ meeting take place as soon as possible.

 

Sincerely,

 

/s/ Michael A. Saslaw

 

Michael A. Saslaw

 

 

 

 

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