-----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, FQdMgTJJdFv8K5TwYMdfBTp7RbXIJzbj6phBUL75u831kXmbv4EccmI7qY4LyTdh o2OaFX7VtzPl5Cm0xYpSZA== 0000039273-05-000064.txt : 20051223 0000039273-05-000064.hdr.sgml : 20051223 20051223151636 ACCESSION NUMBER: 0000039273-05-000064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051223 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051223 DATE AS OF CHANGE: 20051223 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10006 FILM NUMBER: 051285330 BUSINESS ADDRESS: STREET 1: 1145 EMPIRE CENTRAL PLACE CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146308090 8-K 1 form8k_2ndamend401k.htm FFEX FORM 8K SECOND AMENDED 401K FFE TRANSPORTATION SVCS FFEX Form 8k Second Amended 401K FFE Transportation Svcs

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
December 22, 2005
 


FROZEN FOOD EXPRESS INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Texas
(State or Other Jurisdiction of Incorporation)
 1-10006
COMMISSION FILE NUMBER
75-1301831
(IRS Employer Identification No.)
 
1145 Empire Central Place
Dallas, Texas 75247-4309
(Address of Principal Executive Offices)
  
 
 
(214) 630-8090
(Registrant's telephone number, including area code)
 
 
 
 
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:
r
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 
 
 ITEM 1.01.   
Entry into a Material Definitive Agreement
 
On December 23, 2005, the Board of Directors of FFE Transportation Services, Inc. (“FFE”) adopted amendment No. 2 to the FFE Transportation Services, Inc. 401(k) Wrap Plan (the “Plan”). The Plan was previously filed with the commission as exhibit 4.4 Registrants Registration Statement #333-56248 and is incorporated herein by reference. Amendment No. 1 to the Plan was previously filed with the commission as Exhibit 10.8 (a) to Registrants Annual report on Form 10K and is incorporated herein by reference Amendment No. 2 to the Plan is filed herewith as Exhibit 10.1. The purpose of Amendment No. 2 is to amend the Plan to provide that Section 409A to the Internal Revenue Code of 1986, as amended (the “Code”) shall not apply to the portion of Participants’ Accounts that were earned and vested as of December 31, 2004, and earnings thereon (the “ Grandfathered Accounts”), and to provide that FFE shall adopt no amendments to the Plan that would materially enhance an existing benefit or right or add a new material benefit or right with regard to the Grandfathered Accounts; and under Internal Revenue Service Notice 2005-1, employers may amend previously adopted nonqualified deferred compensation plans to allow participants to make new payment elections on or before December 31, 2005, with respect to amounts subject to Code Section 409A, and FFE desires to permit Participants to make new payment elections in accordance with this transition rule.
 
 
 
 
 ITEM 9.01.
 Financial Statements and Exhibits
(c) EXHIBITS
 
 
The following exhibit is furnished pursuant to Item 9.01 of Form 8-K. 
 
                       
10.1
Amendment No. 2 to the FFE Transportation Services, Inc. 401(k) Wrap Plan
 
 
 
 

 
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.
 
 
FROZEN FOOD EXPRESS INDUSTRIES, INC.
 
 
 
 
 
 
 
 
 
 
Dated: December 23, 2005
 
By:
 
/s/ Stoney M. Stubbs, Jr.
 
 
 
Stoney M. Stubbs, Jr.
Chairman of the Board of Directors
and President (Principal Executive Officer)
 

 




 
EXHIBIT INDEX
 
  
 
 
  
Exhibit No.
Exhibit Title                              
 Page
10.1
Amendment No. 2 to the FFE Transportation Services, Inc. 401(k) Wrap Plan
 3
 
 
  

 EX-10.1 2 ex10_1.htm EXHIBIT 10.1 SECOND AMENDED 401(K) WRAP PLAN Exhibit 10.1 Second Amended 401(k) Wrap Plan
Exhibit 10.1
 

AMENDMENT NUMBER TWO TO
FFE TRANSPORTATION SERVICES, INC.
401(K) WRAP PLAN
(RESTATED EFFECTIVE FEBRUARY 1, 2000)

 
    WHEREAS, FFE Transportation Services, Inc., a Texas corporation, (hereinafter referred to as "Company") previously established the FFE Transportation Services, Inc. 401(k) Wrap Plan (Restated Effective February 1, 2000) (the “Wrap Plan”) for the benefit of a select group of its management and highly compensated Employees and their Beneficiaries; and
 
    WHEREAS, the American Jobs Creation Act of 2004 added Section 409A to the Internal Revenue Code of 1986, as amended (the “Code”), which applies to non-qualified deferred compensation plans as of January 1, 2005; and 
 
    WHEREAS, during 2006, the Company intends to adopt a 2005 Wrap Plan (the “2005 Plan”) that (i) will comply in all respects with Code Section 409A, (ii) will be effective as of January 1, 2005, and (iii) will apply to all amounts subject to Code section 409A, including deferrals elected by Participants on or after January 1, 2005, and deferrals under the Wrap Plan that were not vested as of December 31, 2004; and
 
    WHEREAS, under IRS Notice 2005-1, employers may amend previously adopted nonqualified deferred compensation plans to allow participants to make new payment elections on or before December 31, 2005, with respect to amounts subject to Code Section 409A, and the Company desires to permit Participants to make new payment elections in accordance with this transition rule, which will apply only to amounts subject to Code Section 409A that become subject to the terms of the 2005 Plan; and
 
    WHEREAS, the Company has reserved the right to amend the Wrap Plan from time to time.
 
    NOW, THEREFORE, the Company hereby amends the Wrap Plan as follows, effective January 1, 2005:

1. A new Article XV, Section 409A Transition Provisions, is hereby added to the Wrap Plan, to provide as follows:

ARTICLE XV
CODE SECTION 409A TRANSITION PROVISIONS
 
15.1  
EFFECTIVE DATE OF CODE SECTION 409A RULES. Code Section 409A shall apply to that portion of Participants’ Accounts which as of December 31, 2004, were not earned and vested (as defined in Code Section 409A). In addition, Code Section 409A shall apply to any amounts deferred or allocated under the Plan on or after January 1, 2005. References herein to “Accounts subject to Code Section 409A” shall refer solely to the amounts described in the preceding two sentences. Code Section 409A shall not apply to the portion of Participants’ Accounts that were earned and vested as of December 31, 2004, together with earnings thereon (the “Grandfathered Accounts”). The Company shall adopt no amendments to the Plan that would materially enhance an existing benefit or right or add a new material benefit or right with regard to the Grandfathered Accounts.
 
15.2  
NEW PAYMENT ELECTIONS WITH RESPECT TO ACCOUNTS SUBJECT TO CODE SECTION 409A. In accordance with IRS Notice 2005-1 Q&A #19(c), Participants shall be permitted to make new payment elections by delivery of a new Participant Enrollment and Election Form to the Company on or before December 31, 2005. Such new payment elections may specify a new Distribution Date and a new payment method for all Accounts subject to Code Section 409A. A Participant shall make new payment elections in accordance with procedures established by the Committee.

15.3  
FURTHER AMENDMENTS TO THE PLAN. Accounts subject to Code Section 409A shall be administered in accordance with the requirements of Code Section 409A and the regulatory guidance issued thereunder. The Company reserves the right, during 2006, to either amend and restate the Plan to comply with the requirements of Code Section 409A or to adopt a separate 2005 Wrap Plan to contain all amounts held in the Accounts subject to Section 409A and any and all provisions required under Code Section 409A, and to further amend the Plan to whatever extent it deems necessary or appropriate in light of regulatory guidance issued under Code Section 409A.
 
    IN WITNESS WHEREOF, the Company has caused this amendment to be executed in its name and on its behalf this 22nd day of December, 2005.
 
 

 
  COMPANY:
FFE TRANSPORTATION SERVICES, INC.
  By:     /s/ Stoney M. Stubbs, Jr.
 
    Stoney M. Stubbs, Jr.
    Chairman of the Board of Directors
    and President (Principal Executive Officer)
 
 
   
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