0000039273-13-000057.txt : 20130613 0000039273-13-000057.hdr.sgml : 20130613 20130613164608 ACCESSION NUMBER: 0000039273-13-000057 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130613 DATE AS OF CHANGE: 20130613 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-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10006 FILM NUMBER: 13911904 BUSINESS ADDRESS: STREET 1: 1145 EMPIRE CENTRAL PLACE CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146308090 MAIL ADDRESS: STREET 1: 1145 EMPIRE CENTRAL PLACE CITY: DALLAS STATE: TX ZIP: 75247 8-A12B/A 1 form8a.htm RIGHTS AGREEMENT - THIRD AMENDMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-A/A
Amendment No. 2
 
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.  

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, as amended by Amendment No. 1 to Form 8-A filed by the registrant with the Securities and Exchange Commission on April 15, 2010.

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

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.

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. The Amendment is attached hereto as Exhibit 4.4.


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 as Exhibit 4.3 to Registrant's Form 8-A/A Amendment No. 1 filed on April 15, 2010 and incorporated herein by reference).

 
4.4
Third Amendment to the Rights Agreement, dated June 12, 2013, 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:  June 13, 2013
By:
/s/ Steven D. Stedman
 
 
Vice President, Interim Chief Financial Officer and Treasurer



                                                      
 

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 as Exhibit 4.3 to Registrant's Form 8-A/A Amendment No.1 filed on April 15, 2010 and incorporated herein by reference).

 
4.4
Third Amendment to the Rights Agreement, dated June 12, 2013, by and between the Registrant and Registrar and Transfer Company, as Rights Agent.*

 
*  Filed herewith.


EX-4.4 2 exh4_4.htm THIRD AMENDMENT TO THE RIGHTS AGREEMENT
Exhibit 4.4
THIRD AMENDMENT TO THE
RIGHTS AGREEMENT

June 12, 2013

THIS THIRD AMENDMENT TO THE RIGHTS AGREEMENT (this "Amendment") is made and entered into as of the 12th day of June, 2013, by and between FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation (the "Company"), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation, as Rights Agent (the "Rights Agent").  Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in that certain Rights Agreement, dated as of June 14, 2000, by and between the Company and Fleet National Bank, as rights agent, as amended (the "Rights Agreement").

RECITALS:

WHEREAS, the Company and Fleet National Bank, as rights agent, entered into the Rights Agreement;

WHEREAS, the Company has replaced Fleet National Bank as rights agent under the Rights Agreement with Registrar and Transfer Company;

WHEREAS, the Rights Agreement expires on June 13, 2013;

WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Separation Date (as that term is defined in the Rights Agreement), and subject to the penultimate sentence of that Section 27 , the Company may, and the Rights Agent shall, if the Company so directs, amend the Rights Agreement; and

WHEREAS, the Board of Directors has determined it is in the best interest of the Company to amend the Rights Agreement to extend the term of the Rights Agreement;

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Section 1(u) of the Rights Agreement shall be amended by deleting such Section in its entirety, replacing itwith the following:

  "(u)            "Final Expiration Date" shall mean June 13, 2016."

2. By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.

3. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original,but all of which together shall constitute on and the same agreement.

4. Except as amended hereby, the Rights Agreement remains in full force and effect.

[Signature page follows.]

IN WITNESS WHEREOF, this Amendment has been duly executed by the undersigned as of the date first written above.


FROZEN FOOD EXPRESS INDUSTRIES, INC.


By:  /s/ Stoney R. Stubbs
Name:  Stoney R. Stubbs
Title:            President and CEO


REGISTRAR AND TRANSFER COMPANY


By:  /s/ Nicola Giancaspro
Name:  Nicola Giancaspro
Title:  Vice President