8-K 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K [X] Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 6, 2000 ----------------------------------------------------------------- Frozen Food Express Industries, Inc. ----------------------------------------------------------------- Commission File Number 1-10006 (Exact name of registrant as specified on its charter) Texas 75-1301831 ----------------------------------------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1145 Empire Central Place Dallas, Texas 75247-4309 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (2l4) 630-8090 ----------------------------------------------------------------- (Registrant's telephone number, including area code) None ----------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) INDEX PART I - FINANCIAL INFORMATION Page No. -------- Item 1. Change in Control of Registrant N/A Item 2. Acquisition or Disposition of Assets N/A Item 3. Bankruptcies or Receiverships N/A Item 4. Changes in Registrant's Certifying N/A Accountants Item 5. Other Events 3 Item 6. Resignations of Registrant's Directors N/A Item 7. Financial Statements and Exhibits 3 Exhibit 10.1 Form of Change in Control 4 Agreement Item 8. Change in Fiscal Year N/A Item 5. OTHER EVENTS A. On June 6, 2000, the Registrant has executed certain changes in control agreements ("Agreements") with several of its key executives. Generally, the Agreements provide that a key executive (as named below) will be entitled to receive specified severance benefits equal to 290% of such executive's annual compensation, should such key executive's employment by the Company be terminated within 12 months of the occurrence of a change in control, as defined by the Agreements. The form of such Agreement are filed as Exhibit 10.1 to this current report on Form 8-K. Name Position --------------------- ------------------------------ Stoney M. Stubbs,Jr. President and Chief Executive Officer Charles G. Robertson Executive Vice President and Chief Operating Officer John T. Bailey Senior Vice President of Operations F. Dixon McElwee, Jr. Senior Vice President and Chief Financial Officer S. S. McKenney, III President - W & B Refrigeration Service Company, Inc. Edgar Eldridge President - American Eagle Lines S. Russell Stubbs President - Lisa Motor Lines, Inc. B. On June 14, 2000, The Board of Directors approved an amendment to the Registrant's Bylaws. The amendment is as follows: 1. Set the number of directors at nine (9) persons 2. Provide that there shall be three (3) classes of three (3) directors elected at the Registrant's 2001 annual meeting. The classes are segregated as follows: i) One class of director shall be elected for a one (1) year term ii) another class of director shall be elected for a two (2) year term iii) the other class of director shall be elected to a three (3) year term. 3. Provide that directors may be removed only for cause. Item 7. FINANCIAL STATEMENTS AND EXHIBITS C. Exhibits 3.1 Amendment, Dated June 14, 2000, to Bylaws of Frozen Food Express Industries, Inc. 10.1 Form of Change in Control Agreement SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. FROZEN FOOD EXPRESS INDUSTRIES, INC. ----------------------------------- (Registrant) June 27, 2000 By: /s/ F. Dixon McElwee, Jr. -------------------------- F. Dixon McElwee, Jr. Senior Vice President Principal Financial and Accounting Officer