<PAGE>
As filed with the Securities and Exchange Commission on May 19, 1995.
Registration No. 33-_________
================================================================================
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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED(1) REGISTERED SHARE(2) PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.50 par value 812,500 Shares $11.00 $8,937,500.00 $3,081.90
=======================================================================================================
</TABLE>
(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
May 15, 1995, as reported on the Nasdaq National Market.
<PAGE>
INCORPORATION BY REFERENCE
The 812,500 shares of Common Stock being registered hereby shall be issued
under the Plan, which was amended as of February 4, 1994, 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, are incorporated by reference herein.
Item 8. Exhibits.
The following are filed as exhibits to this Registration Statement:
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<CAPTION>
Exhibit No. Description
- ---------- -----------
<S> <C>
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, 1988, File
No. 0-6200).
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, File No. 0-6200).
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 10.11 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, File No. 0-6200).
5 Opinion of Baker & McKenzie.*
23.1 Consent of Baker & McKenzie (See Exhibit 5).*
23.2 Consent of Arthur Andersen & Co.*
24 Power of Attorney (included on the signature page of the
Registration Statement).*
</TABLE>
* filed herewith
II-1
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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 10, 1995.
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. or 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 each of them deems appropriate, and
each such person hereby appoints Stoney M. Stubbs, Jr. or Burl G. Cott 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.
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<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Stoney M. Stubbs, Jr. Chairman of the Board, President May 10, 1995
- --------------------------- and Chief Executive Officer
Stoney M. Stubbs, Jr. (Principal Executive Officer)
/s/ Edgar O. Weller Vice Chairman of the Board May 10, 1995
- ---------------------------
Edgar O. Weller
/s/ Burl G. Cott Senior Vice President, Chief May 10, 1995
- --------------------------- Financial Officer and Director
Burl G. Cott (Principal Financial and Accounting
Officer)
/s/ Charles G. Robertson Executive Vice President, Chief May 10, 1995
- --------------------------- Operating Officer and Director
Charles G. Robertson
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
/s/ W. Grogan Lord Director May 10, 1995
- ---------------------------
W. Grogan Lord
/s/ Leroy Hallman Director May 10, 1995
- ---------------------------
Leroy Hallman
/s/ Brian R. Blackmarr Director May 10, 1995
- ---------------------------
Brian R. Blackmarr
/s/ T. Michael O'Connor Director May 10, 1995
- ---------------------------
T. Michael O'Connor
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<C> <S> <C>
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,
1988, File No. 0-6200).
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,
File No. 0-6200).
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 10.11 to the Company's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1994, File No. 0-6200).
5 Opinion of Baker & McKenzie.*
23.1 Consent of Baker & McKenzie (See Exhibit 5).*
23.2 Consent of Arthur Andersen & Co.*
24 Power of Attorney (included on the signature
page of the Registration Statement).*
</TABLE>
* filed herewith
<PAGE>
Exhibit 5
[BAKER & McKENZIE LETTERHEAD APPEARS HERE]
May 11, 1995
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 812,500 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 (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 Common Stock 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
<PAGE>
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 8, 1995,
incorporated by reference in Frozen Food Express Industries, Inc.'s Form 10-K
for the year ended December 31, 1994, and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
Dallas, Texas,
May 15, 1995
