-----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, Tdfhlsk1hN+OLmaMr//szNJA+xmyBnVnTkz+C93DMA2+NegiAaETjHq5RHmbfwPR Aigxx8K8idCO3FweFE0yMQ== 0001102624-08-000129.txt : 20080515 0001102624-08-000129.hdr.sgml : 20080515 20080515130825 ACCESSION NUMBER: 0001102624-08-000129 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080515 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 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: 08835663 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 financial8k.htm FINANCIAL INDUSTRIES CORPORATION 8-K


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: May 15, 2008
(Date of earliest event reported)

Financial Industries Corporation
(Exact name of registrant as specified in its charter)

TX
(State or other jurisdiction
of incorporation) 		0-4690
(Commission File Number) 		74-2126975
(IRS Employer
Identification Number)

6500 River Place Boulevard, Building I
(Address of principal executive offices) 		  78730
(Zip Code)

512-404-5000
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if changed since 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:
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 15, 2008, Financial Industries Corporation ("FIC") held a special meeting of shareholders for the purpose of considering and voting upon the proposed merger of FIC with Americo Acquisition Corp. ("Merger Sub"), an indirect, wholly-owned subsidiary of Americo Life, Inc. ("Americo"). Holders of 86% of the shares of FIC's common stock outstanding on March 24, 2008, the record date established by the Board of Directors, were represented in person or by proxy at the meeting, and the merger was approved by the affirmative vote of 99% of said shares.

The completion of the merger remains subject to the satisfaction or waiver of the remaining closing conditions in the merger agreement, including the pending approval of the Texas Department of Insurance. Upon completion of the merger, each share of FIC common stock, other than shares held by Americo, Merger Sub or FIC, or any of their respective subsidiaries, will be converted into the right to receive $7.25 in cash, without interest thereon, subject to downward adjustment in the event that the number of fully-diluted shares of FIC common stock is above the maximum total specified in the merger agreement. FIC does not expect such adjustment to be applicable. The merger is expected to close in mid-June.

The foregoing description of the merger does not purport to be complete and is qualified in its entirety by reference to the merger agreement, which is filed as an exhibit to the Definitive Proxy Statement on Schedule 14A filed by FIC on April 3, 2008.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1       Press Release of Financial Industries Corporation dated May 15, 2008

SIGNATURE

      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: May 15, 2008
 FINANCIAL INDUSTRIES CORPORATION

By:  /s/ William B. Prouty                    
     William B. Prouty
     Chief Executive Officer

Exhibit Index
Exhibit No. Description
99.1 Press Release of Financial Industries Corporation dated May 15, 2008
EX-99 2 financialindustries.htm FINANCIAL INDUSTRIES CORPORATION PRESS RELEASE

Financial Industries Corporation Shareholders Approve Merger Proposal

AUSTIN, TX -- 05/15/2008 -- Financial Industries Corporation (PINKSHEETS: FNIN) announced that its plan of merger with Americo Life, Inc. was approved by its shareholders at a special meeting today.

FIC held a special meeting of shareholders for the purpose of considering and voting upon the proposed merger of FIC with Americo Life, Inc. Holders of 86 percent of the shares of FIC's common stock outstanding on the March 24, 2008, record date were represented in person or by proxy at the meeting, and the merger was approved by the affirmative vote of 99 percent of those shares.

The completion of the merger remains subject to the satisfaction or waiver of the remaining closing conditions in the merger agreement, including the pending approval of the Texas Department of Insurance. Upon completion of the merger, each share of FIC common stock, other than shares held by Americo, FIC, or any of their respective subsidiaries, will be converted into the right to receive $7.25 in cash, without interest thereon, subject to downward adjustment in the event that the number of fully diluted shares of FIC common stock is above the maximum total specified in the merger agreement. FIC does not expect such adjustment to be applicable. The merger is expected to close in mid-June.

Details about the merger can be found in the company's proxy statement filed with the SEC April 3, 2008.

FIC, through its Investors Life Insurance Company of North America subsidiary, administers a closed block of individual life insurance and annuity products. For more information on FIC, go to http://www.ficgroup.com on the Internet.

Statements in this document relating to future developments, disclosures and other statements that are not historical facts are forward-looking statements. Actual results may differ materially from these forward-looking statements as a result of market conditions, the timing and results of FIC's audits, reviews and filings with regulatory bodies, the interest of and actions by third parties engaging in transactions with FIC and other factors contained in FIC's Form 10-K for the year ended Dec. 31, 2007, and other filings with the SEC. 

Contact Information:
Financial Industries Corporation
Shannon Coffin
Phone: 512-404-5550
E-mail: ir@ficgroup.com
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