-----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, Oxg2LQpH1SX1vGs9003+KIE0y4JEngZT95fvhuxPueW5t9IlOJOPkpYdfygCMlAC BIwbhI62FQdeo2Q684OI4A== 0000039273-04-000020.txt : 20041117 0000039273-04-000020.hdr.sgml : 20041117 20041117125916 ACCESSION NUMBER: 0000039273-04-000020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041117 DATE AS OF CHANGE: 20041117 EFFECTIVENESS DATE: 20041117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FROZEN FOOD EXPRESS INDUSTRIES INC CENTRAL INDEX KEY: 0000039273 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 751301831 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-120568 FILM NUMBER: 041151531 BUSINESS ADDRESS: STREET 1: 1145 EMPIRE CENTRAL PLACE CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146308090 S-8 1 ffexq3-2004forms8.htm FFEX Q3-2004 FORM S-8 FFEX Q3-2004 Form S-8

As filed with the Securities and Exchange Commission on November 17, 2004.

Registration No. 333-106696


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
 
FROZEN FOOD EXPRESS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

 
 
Texas
(State or other jurisdiction of
incorporation or organization)
  
75-1031831
(I.R.S. Employer
Identification No.)
 
1145 Empire Central Place
Dallas, Texas 75247-4309
(Address of Principal Executive Offices)
  
75247-4309
(Zip Code)
 

FROZEN FOOD EXPRESS INDUSTRIES, INC.
2002 INCENTIVE AND NONSTATUTORY OPTION PLAN
(Full title of the plan)


Stoney M. Stubbs, Jr.
Chairman of the Board, President and Chief Executive Officer
Frozen Food Express Industries, Inc.
1145 Empire Central Place
Dallas, Texas 75247-4309
(214) 630-8090
(Name, address and telephone number, including area code of agent for service)

Copy to:
Alan Harvey, Esq.
BAKER & McKENZIE LLP
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 978-3000
 
 
CALCULATION OF REGISTRATION FEE
 
Title of securities to be
registered(1)
 
 
Amount to be registered
 
Proposed maximum
offering price per share(2)
 
 
Proposed maximum
aggregate offering price(2)
 
 
Amount of
registration fee
 
 
Common Stock $1.50 par value
 
 
850,000
 
 
$9.32
 
 
$7,922,000
 
 
$1,003.72
 

 
(1)    Shares of common stock of Frozen Food Express Industries, Inc. (the "Registrant"), $1.50 par value per share (the "Common Stock"), being registered hereby relate to the Frozen Food Express Industries, Inc. 2002 Incentive and Nonstatutory Option Plan, as amended (the "Plan"). Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan. The shares of Common Stock being registered hereby also include associated preferred share purchase rights.

 
(2)    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the basis of the average of the high and low sale prices of the Common Stock on November 10, 2004, as reported on the Nasdaq National Market System.

 

 

 
     
 


EXPLANATORY STATEMENT
 
The 850,000 shares of Common Stock being registered hereby shall be issued under the Plan, which was amended on April 29, 2004, to increase the number of shares of Common Stock available for issuance under the Plan. This Registration Statement is filed pursuant to General Instruction E to Form S-8 by the Registrant, a Texas corporation, in order to register the 850,000 shares of Common Stock, which shares are in addition to those previously registered on the Registration Statement on Form S-8 (File No. 333-106696) filed with the Securities and Exchange Commission (the "Commission") on July 1, 2003, for issuance pursuant to the Plan. The content of the Registration Statement on Form S-8 (File No. 333-106696) previously filed with the Commission on July 1, 2003 is incorporated herein by reference.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 8.        Exhibits.
 
Exhibit
 
  
Description
 
3.1
 
  
Articles of Incorporation of the Registrant and all amendments to date (incorporated herein by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993)
 
3.2
 
  
Bylaws of the Registrant, as amended (incorporated herein by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003)
 
4.1
 
  
Frozen Food Express Industries, Inc. 2002 Incentive and Nonstatutory Option Plan (incorporated herein by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002)
 
4.2
 
  
Amendment to Frozen Food Express Industries, Inc. 2002 Incentive and Nonstatutory Option Plan*
 
4.3
 
  
Rights Agreement dated as of June 14, 2000, between the Registrant and Fleet National Bank, which includes as exhibits, the form of the Rights Certificate and the Summary of Rights (incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on June 19, 2000)
 
5.1
 
  
Opinion of Baker & McKenzie LLP*
 
23.1
 
  
Consent of Baker & McKenzie LLP (included in their opinion filed as Exhibit 5.1)*
 
23.2
 
  
Consent of KPMG LLP*
 
24
 
  
Power of attorney (included on the signature page of the Registration Statement)
 
*    Filed herewith



 
     
 


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, State of Texas, on this 17th day of November, 2004.
 
FROZEN FOOD EXPRESS INDUSTRIES, INC.


By: /s/Stoney M. Stubbs, Jr.                           
Stoney M. Stubbs, Jr.
Chairman of the Board of Directors, President and
Chief Executive Officer


By: /s/F. Dixon McElwee, Jr.                           
F. Dixon McElwee, Jr.
Senior Vice President
(Principal Financial and Accounting Officer)


 
     
 


POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Frozen Food Express Industries, Inc. hereby appoints Stoney M. Stubbs, Jr. and F. Dixon McElwee, Jr. his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this Registration Statement on Form S-8 and to file each such amendment to this Registration Statement, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons and in the capacities indicated on November 17, 2004.
 
Signature
Title
   
   
/s/ Stoney M. Stubbs, Jr.
Chairman of the Board of Directors, President and Chief
Stoney M. Stubbs, Jr.
Executive Officer (Principal Executive Officer)
   
   
/s/ F. Dixon McElwee, Jr.
Senior Vice President and Director
F. Dixon McElwee, Jr.
(Principal Financial and Accounting Officer)
   
   
/s/ Charles G. Robertson
Executive Vice President and Director
Charles G. Robertson
  
   
   
/s/ Jerry T. Armstrong
Director
Jerry T. Armstrong
  
   
   
/s/ W. Mike Baggett
Director
W. Mike Baggett
  
   
   
/s/ Brian R. Blackmarr
Director
Brian R. Blackmarr
  
   
   
/s/ Leroy Hallman
Director
Leroy Hallman
  
   
   
/s/ T. Michael O'Connor
Director
T. Michael O'Connor
  

 
 
     
 

 EX-4.2 2 ex4_2.htm AMENDMENT TO FROZEN FOOD EXPRESS INDUSTRIES, INC. 2002 INCENTIVE AND NONSTATUTORY OPTION PLAN Amendment to Frozen Food Express Industries 2002 Incentive and Nonstatutory Option Plan

AMENDMENT TO
FROZEN FOOD EXPRESS INDUSTRIES, INC.
2002 INCENTIVE AND NONSTATUTORY OPTION PLAN


1.    Paragraph 2.1 of the Frozen Food Express Industries, Inc. 2002 Incentive and Nonstatutory Option Plan (the "Plan") is hereby amended by replacing the phrase "850,000 shares" in Paragraph 2.1 of the Plan with the phrase "1,700,000 shares."

This Amendment No. 1 shall become effective as of April 29, 2004.



 EX-5.1 3 ex5_1.htm OPINION OF BAKER & MCKENZIE LLP Opinion of Baker & McKenzie LLP

Baker & McKenzie LLP
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201

 
November 17, 2004
 
Board of Directors
Frozen Food Express Industries, Inc.
1145 Empire Central Place
Dallas, Texas 75247-4309

  Re: Frozen Food Express Industries, Inc. (the "Company")
 
Gentlemen:
 
The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement (the "Registration Statement") on Form S-8 under the Securities Act of 1933, as amended (the "Act"). The Registration Statement covers 850,000 shares of the Company's Common Stock (the "Securities") to be registered for issuance under the Company's 2002 Incentive and Nonstatutory Option Plan (the "Plan"), which are in addition to those previously registered with the Commission.
 
We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement. In rendering this opinion we have examined such corporate records, documents and instruments of the Company, have received such representations from officers of the Company, and have reviewed such questions of law as in our judgment are necessary, relevant or appropriate to enable us to render the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all corporate records, documents and instruments submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed, certified or photostatic copies thereof, and the authenticity of the originals of such conformed, certified or photostatic copies.
 
Based upon such examination and review and upon representations made to us by officers of the Company, we are of the opinion that upon issuance and delivery of the Securities in accordance with the applicable terms and conditions of the Plan and upon receipt by the Company of the full consideration for the Securities as determined pursuant to the Plan, and assuming no change in the applicable law or facts, the Securities will be legally issued, fully paid and nonassessable.
 
This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the filing of this opinion as herein set forth as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder.
 
Very truly yours,

/s/ BAKER & MCKENZIE LLP

Baker & McKenzie LLP
 EX-23.2 4 ex23_2.htm CONSENT OF KPMG LLP Consent of KPMG LLP
Consent of Independent Registered Public Accounting Firm
 
 
 
The Board of Directors
Frozen Food Express Industries, Inc.:
 
We consent to the use of our report dated February 20, 2004, with respect to the consolidated balance sheets of Frozen Food Express Industries Inc. and Subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2003, incorporated herein in by reference.
 
 
 
 /s/KPMG LLP
 KPMG LLP

Dallas, Texas
November 11, 2004
 
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