8-A12G/A 1 form8a12g_a.htm FORM 8-A12G/A form8a12g_a.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-A/A
Amendment No. 1
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934


FROZEN FOOD EXPRESS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)


TEXAS
75-1301831
(State of incorporation or organization)
(IRS Employer Identification No.)
   
1145 EMPIRE CENTRAL PLACE,
DALLAS, TEXAS
75247-4305
(Address of principal executive offices)
(Zip Code)
   

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered
Name of each exchange on which
each class is to be registered
Rights to Purchase Common Stock
NASDAQ Global Select Market

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.   x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  o

Securities Act registration statement file number to which this form relates:  N/A

Securities to be registered pursuant to Section 12(g) of the Act:  N/A








 
 
 

The undersigned registrant hereby amends, as set forth below, the Registration Statement on Form 8-A filed by the registrant with the Securities and Exchange Commission on June 19, 2000.

Item 1. Description of Registrant's Securities to be Registered.

On April 14, 2010, Frozen Food Express Industries, Inc. entered into the Second Amendment (the "Amendment") to the Rights Agreement (as defined below) with Registrar and Transfer Company, a New Jersey corporation ("RTC").  Pursuant to such amendment, RTC has agreed to replace Computershare Investor Services, LLC, a Delaware limited liability company (as successor to EquiServe Trust Company, N.A., as successor to Fleet National Bank, a national banking association) as Rights Agent under our Rights Agreement, dated as of June 14, 2000 (the "Rights Agreement").  In addition, the extension of the term of the Rights Agreement to June 13, 2013 was ratified and confirmed by RTC.

We originally entered into the Rights Agreement on June 14, 2000.  Except as amended by the Amendment, the Rights Agreement remains in full force and effect.

The foregoing description is qualified in its entirety by reference to the description of the rights to purchase common stock and their terms set forth in the Rights Agreement.  The Rights Agreement is incorporated herein by reference.  Capitalized terms used, but not defined herein have the meanings given to them in the Rights Agreement.  The Amendment is attached hereto as Exhibit 4.3.


Item 2.                      Exhibits.
 

Exhibit No.                           Description of Exhibit

 
3.1.
Restated Articles of Incorporation of Frozen Food Express Industries, Inc. (filed as Exhibit 3(i) to the Registrant's Current Report on Form 8-K filed on May 29, 2007 and incorporated herein by reference).

 
3.2.
Amended and Restated Bylaws of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on March 3, 2009 and incorporated herein by reference).

 
4.1
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 (filed as Exhibit 4.1 to Registrant's Form 8-A Registration Statement filed on June 19, 2000 and incorporated herein by reference).

 
4.2
First Amendment to the Rights Agreement, dated February 24, 2010 (filed as Exhibit 4.1(a) to the Registrant's Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by reference).

 
4.3
Second Amendment to the Rights Agreement, dated April 14, 2010, by and between the Registrant and Registrar and Transfer Company, as Rights Agent.*

 
*  Filed herewith.



 
 
 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

FROZEN FOOD EXPRESS INDUSTRIES, INC.


Date:  April 15, 2010                                                                                By:       /s/Stoney M. Stubbs Jr.
        Stoney M. Stubbs Jr.
Chairman of the Board and
Chief Executive Officer


 
 
 

EXHIBIT INDEX


Exhibit No.                           Description of Exhibit

 
3.1.
Restated Articles of Incorporation of Frozen Food Express Industries, Inc. (filed as Exhibit 3(i) to the Registrant's Current Report on Form 8-K filed on May 29, 2007 and incorporated herein by reference).

 
3.2.
Amended and Restated Bylaws of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on March 3, 2009 and incorporated herein by reference).

 
4.1
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 (filed as Exhibit 4.1 to Registrant's Form 8-A Registration Statement filed on June 19, 2000 and incorporated herein by reference).

 
4.2
First Amendment to the Rights Agreement, dated February 24, 2010 (filed as Exhibit 4.1(a) to the Registrant's Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by reference).

 
4.3
Second Amendment to the Rights Agreement, dated April 14, 2010, by and between the Registrant and Registrar and Transfer Company, as Rights Agent.*

 
* Filed herewith.