Texas
(State or Other Jurisdiction of Incorporation)
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1-10006
COMMISSION FILE NUMBER
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75-1301831
(IRS Employer Identification No.)
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1145 Empire Central Place
Dallas, Texas 75247-4305
(Address of Principal Executive Offices)
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(214) 630-8090
(Registrant's telephone number, including area code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
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ITEM 1.01.
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Entry into a Material Definitive Agreement
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(a)
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On June 12, 2013, the Board of Frozen Food Express Industries, Inc., (the "Company") entered into the Third Amendment (the "Amendment") to the Rights Agreement (as defined below) with Registrar and Transfer Company, as Rights Agent. Pursuant to the Amendment, the term of the Rights Agreement, dated June 14, 2000 (as amended, the "Rights Agreement"), has been extended to June 13, 2016. Except as amended by the Amendment, the Rights Agreement remains in full force and effect.
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ITEM 3.03.
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Material Modification to Rights of Security Holders
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(a)
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The information included under Item 1.01 is incorporated herein by reference.
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ITEM 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 11, 2013, the Compensation Committee of the Board of Directors of Frozen Food Express Industries, Inc. (the "Company") approved a retention bonus for Steve Stedman in connection with his recent appointment as Interim Chief Financial Officer and in light of his increased duties and responsibilities on an interim basis. If Mr. Stedman remains employed by the Company on August 31, 2013, or such earlier time if his employment is terminated by the Company without cause, Mr. Stedman will be paid a bonus of $20,000.
On June 12, 2013, the Company executed a Separation Agreement and General Release (the "Agreement") with John McManama in connection with his separation of service as Senior Vice President and Chief Financial Officer on May 17, 2013. Under the terms of the Agreement, Mr. McManama will receive a one-time lump sum payment of $185,625. In exchange, Mr. McManama agrees to release the Company of any claims and not to solicit Company employees for a period of two years.
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ITEM 9.01.
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Financial Statements and Exhibits
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(a)
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Financial statements of business acquired.
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Not applicable.
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(b)
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Pro-forma financial information.
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Not applicable.
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(c)
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Shell company transactions.
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Not applicable.
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(d)
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Exhibits
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10.1
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Third Amendment to the Rights Agreement, dated June 12, 2013, by and between the Registrant and Registrar and Transfer Company, as Rights Agent (filed as Exhibit 4.4 to Registrant's Form 8-A/A Amendment No. 2 filed on June 13, 2013 and incorporated herein by reference).
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10.2*
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Separation Agreement and General Release, dated June 12, 2013, between the Registrant and John McManama.
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* Filed herewith.
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FROZEN FOOD EXPRESS INDUSTRIES, INC.
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Dated: June 13, 2013
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By:
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/s/ Steven D. Stedman
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Vice President, Interim Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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Exhibit No.
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Exhibit Title
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10.1
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Third Amendment to the Rights Agreement, dated June 12, 2013, by and between the Registrant and Registrar and Transfer Company, as Rights Agent (filed as Exhibit 4.4 to Registrant's Form 8-A/A Amendment No. 2 filed on June 13, 2013 and incorporated herein by reference).
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10.2*
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Separation Agreement and General Release, dated June 12, 2013, between the Registrant and John McManama.
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* Filed herewith.
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a.
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No Reapplication. He will not at any time apply for or otherwise seek employment or reemployment with Company or any person, corporation or other entity covered by the Release in Section 7, and that neither Company nor any person, corporation or other entity covered by the Release in Section 7 has any obligation, contractual or otherwise, to rehire, reemploy, recall or hire him in the future.
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b.
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Confidential Information and Business Secrets. Employee acknowledges that he has had access to and has become familiar with various trade secrets and proprietary and confidential information of Company, its subsidiaries and affiliates, including, but not limited to, processes, computer programs, compilations of information, records, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business and other confidential information (collectively, referred to as "Confidential Information and Business Secrets") which are owned by Company, its subsidiaries and/or affiliates and regularly used in the operation of its business, and as to which Company, its subsidiaries and/or affiliates take precautions to prevent dissemination to persons other than certain directors, officers and employees. Employee acknowledges and agrees that the Confidential Information and Business Secrets (1) are secret and not known in the industry; (2) give Company or its subsidiaries and/or affiliates an advantage over competitors who do not know or use the Confidential Information and Business Secrets; (3) are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Confidential Information and Business Secrets; and (4) are valuable and special and unique assets of Company or its subsidiaries and/or affiliates, the disclosure of which could cause substantial injury and loss of profits and goodwill to Company or its subsidiaries and/or affiliates. Employee may not use or disclose the Confidential Information and Business Secrets in any way, directly or indirectly, at any time in the future, except as required in connection with a judicial or administrative proceeding, or if the information becomes public knowledge other than as a result of an unauthorized disclosure by the Employee. Employee agrees upon his receipt of any subpoena, process, or other request to produce or divulge, directly or indirectly, any Confidential Information and Business Secrets to any entity, agency, tribunal, or person, Employee shall timely notify and promptly hand deliver a copy of the subpoena, process or other request to Company. For this purpose, Employee irrevocably nominates and appoints Company (including any attorney retained by Company), as his true and lawful attorney-in-fact, to act in Employee's name, place and stead to perform any act that Employee might perform to defend and protect against any disclosure of any Trade Secret.
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c.
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Return of Confidential Information and Business Secrets. All files, records, documents, information, data, and similar items relating to the business of Company, whether prepared by Employee or otherwise coming into his possession, will remain the exclusive property of Company, and in any event must be promptly delivered to Company upon execution of this Agreement.
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d.
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Non-Solicitation of Company Employees. Employee will not, for a period of two years following the Effective Date of this Agreement, whether for his own account for the account of any other individual, partnership, firm, corporation or business organization, either directly or indirectly solicit, hire, or endeavor to entice away from Company any person who is employed by or otherwise engaged to perform services for Company.
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e.
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Cooperation with Company in Legal and Other Matters. Employee will fully cooperate with Company in handling its legal and other matters in which he was involved or about which he has knowledge, such as answering inquiries from Company, testifying and engaging in other efforts on behalf of Company and its affiliated companies. Employee will make himself available upon reasonable notice at reasonable times and places in order to prepare for giving testimony, and to testify at deposition, trial or other legal proceedings, without Company having to serve him with a subpoena. Employee expressly agrees that he will not be entitled to compensation, of any type or in any amount, for any of his time expended in such proceedings, but Company agrees to reimburse Employee for his reasonable out-of-pocket costs and expenses.
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f.
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Refund of Severance Agreement for Breach. If Employee fails to comply with any of the provisions of this Agreement, Company will be entitled to a refund of the Severance Payment paid to him. In addition, Company shall be entitled, upon application to any court of competent jurisdiction, to specific performance or injunction or other relief in order to enforce or prevent violation of such provision or provisions. Nothing herein shall be construed as prohibiting Company from pursuing any other remedies available to it for such breach or threatened breach including the recovery of damages against Employee.
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d.
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All claims based on constitutional, statutory, common law, or regulatory grounds, and any and all claims based on theories of workers compensation retaliation, breach of contract or implied covenant, deprivation of equity interest, shareholder rights, conversion, defamation, retaliation, wrongful or constructive discharge, fraud, misrepresentation, promissory estoppel, or intentional and/or negligent infliction of emotional distress.
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e.
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All claims for any relief, no matter how denominated, including, but not limited to, back pay, front pay, vacation pay, holiday pay, bonuses, compensatory damages, punitive damages, damages for pain and suffering and attorney fees.
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/s/ John McManama
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06/12/2013
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John McManama
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[Date]
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Address:
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1800 Renfro Road
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Colleyville, TX 76034
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FROZEN FOOD EXPRESS INDUSTRIES, INC.,
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FFE TRANSPORTATION SERVICES,
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AND ALL AFFILIATED ENTITIES
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By: /s/ S. Russell Stubbs
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06/12/2013
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S. Russell Stubbs
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[Date]
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President and CEO
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Address:
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1145 Empire Central Place
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Dallas, Texas 75247-4309
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