-----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, G3qq5KePkDrIVoz6AsZyBSwaxDOWDDJhpDRX1bHnAeA5giEtDGlZTbw7RHIRew5l 85sJiUQyO3AV8gvwe6UcTQ== 0000039273-97-000016.txt : 19971020 0000039273-97-000016.hdr.sgml : 19971020 ACCESSION NUMBER: 0000039273-97-000016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971017 EFFECTIVENESS DATE: 19971017 SROS: NASD 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: SEC FILE NUMBER: 333-38133 FILM NUMBER: 97697364 BUSINESS ADDRESS: STREET 1: 1145 EMPIRE CENTRAL PLACE CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146308090 S-8 1 As filed with the Securities and Exchange Commission on October 17, 1997. Registration No. 333-_______ 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 75-1031831 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1145 Empire Central Place Dallas, Texas 75247-4309 (Address, including zip code, of principal executive offices) Frozen Food Express Industries, Inc. 1992 Incentive and Nonstatutory Option Plan (Full title of the plan) Stoney M. Stubbs, Jr. 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 service) Copy To: Alan G. Harvey Baker & McKenzie 2001 Ross Avenue, Suite 4500 Dallas, Texas 75201 CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of securities to be Amount to be offering price aggregate registration registered (1) registered per share(2) offering price (2) fee Common Stock, 750,000 Shares $9.59 $7,195,312.50 $2,180.40 $1.50 par value
(1) Shares of common stock of Frozen Food Express Industries, Inc. (the "Company"), $1.50 par value per share (the "Common Stock"), being registered hereby relate to the Frozen Food Express Industries, Inc. 1992 Incentive and Nonstatutory Option Plan (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. (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 October 13, 1997, as reported on the Nasdaq National Market System. INCORPORATION BY REFERENCE The 750,000 shares of Common Stock being registered hereby shall be issued under the Plan, which was amended as of February 12, 1997, to increase the number of shares of Common Stock available for issuance under the Plan. Pursuant to Instruction E of Form S-8, the contents of the Company's Registration Statement on Form S-8 as filed with Securities and Exchange Commission on June 9, 1992, Registration No. 33-48494, and the Company's Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on May 19, 1995, Registration No. 33-59461, are incorporated by reference herein. Item 8. Exhibits. The following are filed as exhibits to this Registration Statement:
Exhibit No. Description 4.1 Articles of Incorporation of the Company, as amended (incorporated herein by reference from Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, SEC File No. 1-10006). 4.2 Bylaws of the Company, as amended (incorporated herein by reference from Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, SEC File No. 1-10006). 4.3 Frozen Food Express Industries, Inc. 1992 Incentive and Nonstatutory Option Plan (incorporated herein by reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No. 33-48494)). 4.4 Amendment to Frozen Food Express Industries, Inc. 1992 Incentive and Nonstatutory Option Plan.* 4.5 Amendment No. 2 to Frozen Food Express Industries, Inc. 1992 Incentive and Nonstatutory Option Plan.* 5 Opinion of Baker & McKenzie.* 23.1 Consent of Baker & McKenzie (See Exhibit 5).* 23.2 Consent of Arthur Andersen LLP* 24 Power of Attorney (included on the signature page of the Registration Statement).*
* filed herewith 1 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 of 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 October 17, 1997. Frozen Food Express Industries, Inc. By: /s/ STONEY M. STUBBS, JR. ------------------------------------ Stoney M. Stubbs, Jr. Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby authorizes Stoney M. Stubbs, Jr. and Burl G. Cott to file one or more amendments (including post- effective amendments) to this registration statement, which amendments may make such changes in this registration statement as either of them deems appropriate, and each such person hereby appoints Stoney M. Stubbs, Jr. and Burl G. Cott, and each of them, as attorney-in-fact to execute in the name and on behalf of the Company and any such person, individually and in each capacity stated below, any such amendments to this registration statement. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Name Title Date - ------------------------- -------------------------------- --------------- /s/ STONEY M. STUBBS, JR. Chairman of the Board, President October 16, 1997 - ------------------------- and Chief Executive Officer Stoney M. Stubbs, Jr. (Principal Executive Officer) /s/ EDGAR O. WELLER Vice Chairman of the Board October 16, 1997 - ------------------------- Edgar O. Weller /s/ BURL G. COTT Senior Vice President, Chief October 16, 1997 - ------------------------- Financial Officer and Director Burl G. Cott (Principal Financial and Accounting Officer) /s/ CHARLES G. ROBERTSON Executive Vice President, Chief October 16, 1997 - ------------------------- Operating Officer and Director Charles G. Robertson 2 /s/ W. GROGAN LORD Director October 16, 1997 - ------------------------- W. Grogan Lord /s/ LEROY HALLMAN Director October 16, 1997 - ------------------------- Leroy Hallman /s/ BRIAN R. BLACKMARR Director October 16, 1997 - ------------------------- Brian R. Blackmarr /s/ T. MICHAEL O'CONNOR Director October 16, 1997 - ------------------------- T. Michael O'Connor
3 Exhibit Index
Exhibit No. Description Page - ----------- ----------- -------- 4.1 Articles of Incorporation of the Company, as amended (incorporated herein by reference from Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, SEC File No. 1-10006). 4.2 Bylaws of the Company, as amended (incorporated herein by reference from Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, SEC File No. 1-10006). 4.3 Frozen Food Express Industries, Inc. 1992 Incentive and Nonstatutory Option Plan (incorporated herein by reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No. 33-48494)). 4.4 Amendment to Frozen Food Express Industries, 5 Inc. 1992 Incentive and Nonstatutory Option Plan.* 4.5 Amendment No. 2 to Frozen Food Express Industries, Inc. 1992 Incentive and 7 Nonstatutory Option Plan.* 5 Opinion of Baker & McKenzie.* 9 23.1 Consent of Baker & McKenzie (See Exhibit 5).* 9 23.2 Consent of Arthur Andersen LLP* 11 24 Power of Attorney (included on the signature page of the Registration Statement).* 2 * filed herewith
4 EXHIBIT 4.4 5 AMENDMENT NO. 1 TO FROZEN FOOD EXPRESS INDUSTRIES, INC. 1992 INCENTIVE AND NONSTATUTORY OPTION PLAN 1. Paragraph 2.1 of the Frozen Food Express Industries, Inc., 1992 Incentive and Nonstatutory Option Plan (the "Plan") is hereby amended by replacing the phrase "200,000 shares" in Paragrapph 2.1 of the Plan with the phrase "1,005,555 shares". 2. The Plan is hereby amended by adding the following language immediately after Paragraph 9.20 thereof. 9.21 Limitation on Grants. Notwithstanding any other provision contained --------------------- in the Plan, no employee of the Corporation or its subsidiaries may receive in any one year options under the Plan to acquire in excess of 100,000 (the "Annual Limit") shares of Stock; provided, however, that the Annual Limit shall be increased or decreased from time to time in such manner and at such time as the maximum number of shares of Stock available for the Plan (as provided in Paragraph 2.1 of the Plan) are increased or decreased. This Amendment No. 1 shall become effective as of February 4, 1994, if the Plan, as amended hereby, is approved by the affirmative vote of the holders of the majority of the shares of Common Stock of Frozen Food Express Industries, Inc., at its April 28, 1994, meeting of shareholders. 6 EXHIBIT 4.5 7 AMENDMENT NO. 2 TO FROZEN FOOD EXPRESS INDUSTRIES, INC. 1992 INCENTIVE AND NONSTATUTORY OPTION PLAN 1. Paragraph 2.1 of the Frozen Food Express Industries, Inc. 1992 Incentive and Nonstatutory Option Plan (the "Plan") is hereby amended by replacing the phrase "1,005,555 shares" in Paragraph 2.1 of the Plan with the phrase "2,006,944 shares." This Amendment No. 2 shall become effective as of February 12, 1997 if the Plan, as amended hereby, is approved by the affirmative vote of the holders of the majority of the shares of Common Stock of Frozen Food Express Industries, Inc. at its April 24, 1997 meeting of shareholders. 8 EXHIBIT 5 9 October 16, 1997 Frozen Food Express Industries, Inc. 1145 Empire Central Place Dallas, Texas 75247 Gentlemen: Frozen Food Express Industries, Inc., a Texas corporation (the "Company"), intends to file 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 750,000 shares of common stock, $1.50 par value per share, of the Company, and such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan (such shares collectively referred to as the "Securities"). Such shares are to be issued pursuant to the Company's 1992 Incentive and Nonstatutory Option Plan, as amended (the "Plan"). 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 and such certificates of public officials, 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 photostatic, certified or conformed 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 in accordance with the 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, the Securities will be legally issued, fully paid and nonassessable shares of common stock, $1.50 par value per share, of the Company. This firm consents to the filing of this opinion 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. Respectfully submitted, /S/ BAKER & MCKENZIE 10 EXHIBIT 23.2 11 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ------------------------------------------ As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 12, 1997, incorporated by reference in Frozen Food Express Industries, Inc.'s Form 10-K for the year ended December 31, 1996, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Dallas, Texas, October 15, 1997 12 -----END PRIVACY-ENHANCED MESSAGE-----