-----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, TcpCSL8j0uWF3QkCZzcEiDaXo4wkA7Vcw5mGxOGEdcTtW9WMQbITx/8mBcLwhNoF VekgKZVPvLEBIYnaFa3yDg== 0000930661-99-002220.txt : 19991227 0000930661-99-002220.hdr.sgml : 19991227 ACCESSION NUMBER: 0000930661-99-002220 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990928 EFFECTIVENESS DATE: 19990928 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: 333-87913 FILM NUMBER: 99718228 BUSINESS ADDRESS: STREET 1: 1145 EMPIRE CENTRAL PLACE CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146308090 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 28, 1999. 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 for service) Copy To: Alan G. Harvey Baker & McKenzie 2001 Ross Avenue, Suite 4500 Dallas, Texas 75201 _____________________________ CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Title of securities to be registered (1) Amount to be maximum offering maximum Amount of registered price per share(2) aggregate offering registration fee price (2) - -------------------------------------------------------------------------------------------------------------------------- Common Stock, $1.50 par value 300,000 Shares $5.71875 $1,715,625 $477 ==========================================================================================================================
(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 September 24, 1999, as reported on the Nasdaq National Market System. INCORPORATION BY REFERENCE The 300,000 shares of Common Stock being registered hereby shall be issued under the Plan, which was amended as of February 11, 1999, 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, 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, and the Company's Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on October 17, 1997, Registration No. 333-38133, 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, 1998, 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 (incorporated herein by reference from Exhibit 4.4 to the Company's Registration Statement on Form S-8 (Reg. No. 333-38133)). 4.5 Amendment No. 2 to Frozen Food Express Industries, Inc. 1992 Incentive and Nonstatutory Option Plan (incorporated herein by reference from Exhibit 4.5 to the Company's Registration Statement on Form S-8 (Reg. No. 333-38133)). 4.6 Amendment No. 3 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 II-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 September 24, 1999. Frozen Food Express Industries, Inc. By: /s/ F. DIXON MCELWEE, JR. ------------------------------------ F. Dixon McElwee, Jr. Senior Vice President POWER OF ATTORNEY Each person whose signature appears below hereby authorizes Stoney M. Stubbs, Jr. and F. Dixon McElwee, Jr. 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 F. Dixon McElwee, Jr., 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 of Directors September 24, 1999 - -------------------------------- and President (Principal Executive Stoney M. Stubbs, Jr. Officer) /s/ F. DIXON MCELWEE, JR. Senior Vice President and Director September 24, 1999 - -------------------------------- (Principal Financial and Accounting F. Dixon McElwee, Jr. Officer) /s/ CHARLES G. ROBERTSON Executive Vice President and Director September 24, 1999 - -------------------------------- Charles G. Robertson /s/ EDGAR O. WELLER Vice Chairman of the Board of September 24, 1999 - -------------------------------- Directors Edgar O. Weller /s/ W. MIKE BAGGETT Director September 24, 1999 - -------------------------------- W. Mike Baggett
II-2 /s/ BRIAN R. BLACKMARR Director September 24, 1999 - -------------------------------- Brian R. Blackmarr /s/ LEROY HALLMAN Director September 24, 1999 - -------------------------------- Leroy Hallman /s/ T. MICHAEL O'CONNOR Director September 24, 1999 - -------------------------------- T. Michael O'Connor
II-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, 1998, 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 (incorporated herein by reference from Exhibit 4.4 to the Company's Registration Statement on Form S-8 (Reg. No. 333-38133)). 4.5 Amendment No. 2 to Frozen Food Express Industries, Inc. 1992 Incentive and Nonstatutory Option Plan (incorporated herein by reference from Exhibit 4.5 to the Company's Registration Statement on Form S-8 (Reg. No. 333-38133)). 4.6 Amendment No. 3 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 EX-4.6 2 AMENDMENT NO.3 INCENTIVE AND NONSTATUATORY OPTION EXHIBIT 4.6 AMENDMENT NO. 3 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 "2,006,944 shares" in Paragraph 2.1 of the Plan with the phrase "2,306,944 shares." This Amendment No. 3 shall become effective as of February 11, 1999 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 22, 1999 meeting of shareholders. EX-5 3 OPINION OF BAKER & MCKENZIE EXHIBIT 5 September 27, 1999 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 300,000 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 Baker & McKenzie EX-23.2 4 CONSENT OF ARTHUR ANDERSEN LLP 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 10, 1999, incorporated by reference from Frozen Food Express Industries, Inc.'s Form 10-K for the year ended December 31, 1998, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Dallas, Texas, September 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----