-----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, RE/DGch6T7sCsA4AsG0QaiWSwH2aCxB7qvz22bX3RZBlG9EbrixE7yNeisRUgtc/ pNgJCnwGU6XR2vivAbWiFA== 0000039273-98-000010.txt : 19980515 0000039273-98-000010.hdr.sgml : 19980515 ACCESSION NUMBER: 0000039273-98-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980514 EFFECTIVENESS DATE: 19980514 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: 333-52701 FILM NUMBER: 98621415 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 May 14, 1998. 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 incorporation or organization) Identification No.) 1145 Empire Central Place Dallas, Texas 75247-4309 (Address, including zip code, of principal executive offices) Frozen Food Express Industries, Inc. Employee Stock 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 for service) Copy To: Alan G. Harvey Baker & McKenzie 2001 Ross Avenue, Suite 4500 Dallas, Texas 75201 CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum maximum Title offering aggregate Amount of of securities Amount to be price per offering registration to be registered (1) Registered share(2) price (2) fee Common Stock, $1.50 1,500,000 $10.25 $15,375,000 $4,535.63 par value Shares
(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. Employee Stock 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 May 13, 1998, as reported on the Nasdaq National Market System. INCORPORATION BY REFERENCE The 1,500,000 shares of Common Stock being registered hereby shall be issued under the Plan, which was amended as of February 11, 1998, 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 February 14, 1997, Registration No. 333-21831, 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. Employee Stock Option Plan (incorporated herein by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-8 (Reg. No. 333- 21831)) 4.4 Amendment to Frozen Food Express Industries, Inc. Employee Stock 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 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 May 13, 1998. 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/ EDGAR O. WELLER Vice Chairman of the Board May 13, 1998 - -------------------------- Edgar O. Weller /s/ BURL G. COTT Senior Vice President, Chief May 13, 1998 - -------------------------- Financial Officer and Director Burl G. Cott (Principal Financial and Accounting Officer) /s/ CHARLES G. ROBERTSON Executive Vice President, May 13, 1998 - -------------------------- Chief Charles G. Robertson Operating Officer and Director /s/ W. GROGAN LORD Director May 13, 1998 - ------------------------- W. Grogan Lord /s/ LEROY HALLMAN Director May 13, 1998 - ------------------------- Leroy Hallman /s/ BRIAN R. BLACKMARR Director May 13, 1998 - ------------------------- Brian R. Blackmarr /s/ T. MICHAEL O'CONNOR Director May 13, 1998 - ------------------------- T. Michael O'Connor /s/ W. MIKE BAGGETT Director May 13, 1998 - ------------------------- W. Mike Baggett
Exhibit Index 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. Employee Stock Option Plan (incorporated herein by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-8 (Reg. No. 333- 21831)) 4.4 Amendment to Frozen Food Express Industries, Inc. Employee Stock 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 EXHIBIT 4.4 AMENDMENT TO FROZEN FOOD EXPRESS INDUSTRIES, INC. EMPLOYEE STOCK OPTION PLAN 1. Paragraph 5 of the Frozen Food Express Industries, Inc. Employee Stock Option Plan (the "Plan") is hereby amended by replacing the phrase "1,500,000 shares" in Paragraph 5 of the Plan with the phrase "3,000,000 shares." This Amendment shall become effective as of February 11, 1998. EXHIBIT 5 May 14, 1998 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 1,500,000 shares of common stock, $1.50 par value per share ("Common Stock"), 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 Employee Stock 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, BAKER & MckENZIE 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 11, 1998, incorporated by reference in Frozen Food Express Industries, Inc.'s Form 10-K for the year ended December 31, 1997, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Dallas, Texas, May 14, 1998 -----END PRIVACY-ENHANCED MESSAGE-----