8-K

      

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 31, 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 May 19, 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, T. David Porter, requesting that the Board convene an annual meeting of shareholders as soon as possible. FIC’s Board discussed the letter at its next regularly scheduled meeting on May 23-34, 2006.

Following such Board of Directors meeting, on May 24, 2006, FIC legal counsel responded to Mr. Porter’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.

On May 31, 2006, Mr. Porter filed suit against FIC in Travis County, Texas district court to compel a shareholder meeting. FIC intends to oppose the suit due to its inability to hold a shareholders meeting at which its shareholders would be fully informed and represented. Until such time as FIC can hold a shareholders meeting, management and the Board intend to communicate with shareholders on the progress of financial statement preparation and other significant matters via Form 8-Ks and press releases.

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 May 19, 2006, to R. Keith Long from counsel to T. David Porter

Exhibit 99.2 – Letter dated May 24, 2006, to counsel for T. David Porter 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: June 9, 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 May 19, 2006, to R. Keith Long from counsel to T. David Porter

Exhibit 99.2 – Letter dated March 24, 2006, to counsel for T. David Porter from FIC legal counsel

EX-99

[Jenkins & Gilchrist letterhead]

May 19, 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 T. David Porter, 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. Porter hereby submits this written request that FIC convene an annual meeting of the shareholders for the election of directors as soon as possible. Mr. Porter further requests that a copy of the list of shareholders dated as of the record date for the meeting be forwarded to him immediately following the record date.

In view of the Company's prior public refusal to call a meeting in response to another shareholder's request, we ask for your response by Friday, May 26, 2005. 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

[Financial Industries Corporation letterhead]

May 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 May 19, 2006

Dear Rowland,

As you know from our previous response to your letter of February17, 2006, on behalf of Haythem Dawlett, a Financial Industries Corporation (“FIC”) shareholder, at its regularly scheduled meeting on March 20-21, 2006, the board of directors (“Board”) of FIC reviewed and discussed your letter requesting that FIC hold its annual shareholders’ meeting.

During the Board’s regularly scheduled meeting of May 23-24, 2006, your letter of May 19, 2006, on behalf of FIC shareholder T. David Porter, was discussed. As previously stated in our letter of March 24, 2006, 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.

As stated in FIC’s Form 8-K filed on March 24, 2006, 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. Porter 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/ Jennifer L. Robinson___________

Jennifer L. Robinson