<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
(Address, including Zip Code,
of Principal Executive Offices)
FROZEN FOOD EXPRESS INDUSTRIES, INC.
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
STONEY M. STUBBS, JR.
FROZEN FOOD EXPRESS INDUSTRIES, INC.
1145 EMPIRE CENTRAL PLACE
DALLAS, TEXAS 75247
(214)-630-8090
(Name, address, and telephone number,
including area code, of agent for service)
--------------------
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, 125,000 Shares $11.00 $1,375,000.00 $474.14
$1.50 par value
=========================================================================================================
</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. 1995
Non-Employee Director Stock Option Plan (the "1995 Director 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 1995 Director 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>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) and (b) below are hereby incorporated by reference
into this Registration Statement. All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of
1934, as amended (the "Exchange Act"), after the date of this Registration
Statement and prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all shares of common stock, $1.50
par value per share (the "Common Stock"), offered hereunder have been sold or
which deregisters all shares then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (which incorporates by reference its balance sheets as of
December 31, 1994 and 1993, and its statements of income, stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1994, together with the report of independent public accountants, contained on
pages 19 through 27 of its Annual Report to Shareholders).
(b) All other reports filed pursuant to Section 13 or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to in
(a) above.
(c) The description of the Common Stock contained in the Company's Form 8-A
filed on April 26, 1972 (SEC File No. 0-6200) for registration of the Common
Stock pursuant to Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02-1 of the Texas Business Corporation Act ("TBCA") provides that a
Texas corporation may indemnify officers and directors who are, or are
threatened to be made, defendants or respondents in any threatened, pending or
completed action, suit or proceeding, by reason of the fact that such person is
or was a director or officer, but only if it is determined that the person (i)
conducted himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity as an officer or director of the corporation,
that his conduct was in the corporation's best interests and (b) in all other
cases, that his conduct was at least not opposed to the corporation's best
interests, and (iii) in the case of any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Subject to certain exceptions,
indemnity is not permitted in connection with any proceeding in which the person
is found liable on the basis that personal benefit was improperly received by
him or in which the person is found liable to the corporation. The
indemnification permitted by the TBCA may extend to judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
actually incurred by the person in connection with the proceeding in question;
but if the officer or director is found liable to the corporation or is found
liable on the basis that personal benefit was improperly received by him, the
indemnification (x) is limited to reasonable expenses actually incurred by the
person in connection with the proceeding and (y) must not be made in respect of
II-1
<PAGE>
any proceeding in which the person is found liable for willful or intentional
misconduct in the performance of his duty to the corporation. If the officer or
director is wholly successful, on the merits or otherwise, in his defense of the
proceeding, the corporation must indemnify him for the reasonable expenses
actually incurred in connection therewith.
Article Twelve of the Company's Articles of Incorporation provides that, to
the full extent permitted by Texas law, the Company is required to indemnify any
director or officer against judgments, penalties (including excise and similar
taxes), fines, settlements and reasonable expenses (including court costs and
attorneys' fees) actually incurred by any such person who was, is or is
threatened to be made a named defendant or respondent in a proceeding because
the person is or was a director or officer and is required to advance to such
person reasonable expenses incurred by him in connection therewith.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to officers,
directors, or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- -----------
<C> <S>
4.1 Articles of Incorporation of the Company, as amended
(incorporated herein by reference to 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 to 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. 1995 Non-Employee Director
Stock Option Plan.*
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-2
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
and the information required to be included in a post-effective amendment by
such paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
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.
<TABLE>
<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-4
<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-5
<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 to
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 to 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. 1995
Non-Employee Director Stock Option Plan.*
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 4.3
FROZEN FOOD EXPRESS INDUSTRIES, INC.
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE. The purposes of the Frozen Food Express Industries, Inc., 1995
Non-Employee Director Stock Option Plan (this "Plan") are to promote the growth
and prosperity of Frozen Food Express Industries, Inc. (the "Company"), to
attract and retain the best available people to serve as independent directors
of the Company and to encourage stock ownership by such directors and thus
increase their personal interest in the Company's success.
2. ADMINISTRATION.
(a) This Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board may from time to time prescribe, amend and
rescind such rules, regulations, provisions and procedures, consistent with the
terms of this Plan, as may be advisable in its opinion in the administration of
this Plan, and subject to the terms of this Plan shall prescribe the provisions
of the stock option agreements to be issued hereunder and make all other
determinations and interpretations necessary or advisable for administering this
Plan and the stock option agreements.
(b) A majority of the Board shall constitute a quorum, and the acts of
a majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by all members of the Board, shall be the acts of
the Board. All decisions, determinations and interpretations of the Board shall
be final and binding on all persons interested in this Plan.
3. SHARES AND OPTIONS UNDER THIS PLAN.
(a) The stock to be subject to stock options ("Options") granted under
this Plan shall be shares of the Company's common stock, par value $1.50 per
share (the "Common Stock"), either authorized and unissued or treasury stock.
(b) In the event of a merger, consolidation, reorganization,
recapitalization, subdivision or any other similar change affecting the stock of
the Company, an appropriate adjustment to reflect any such change shall be made
in the total number and class of shares for which Options may be granted, the
number and class of shares underlying Options to be granted in accordance with
Section 4(a), and the number and class of shares and the price per share of any
Option theretofore granted to the extent
1
<PAGE>
unexercised. Such adjustment shall be as determined by the Board; provided,
however, that any such computation shall be rounded to the nearest whole share
and no such modification shall require the issuance of fractional shares.
(c) The total amount of stock reserved for issuance or sale upon the
exercise of Options shall be 125,000 shares (subject to adjustment in accordance
with Section 3(b)).
(d) In the event any outstanding Option for any reason expires, is
cancelled or otherwise terminates, the shares allocable to the unexercised
portion of such Option shall again be available for issuance under this Plan.
(e) Nothing in this Plan or in any Option granted pursuant to this
Plan shall confer on any individual any right to continue as a director of the
Company or interfere in any way with the removal of such person as a director in
accordance with the Company's Articles of Incorporation and Bylaws.
4. ELIGIBILITY AND GRANTS.
(a) Each director of the Company who is not at the time of the grant
of an Option an officer or employee of the Company ("Non-Employee Director")
shall automatically be granted Options under this Plan as follows:
From and after March 4, 1995, on the day of a Non-Employee Director's initial
appointment or election (whichever comes first) to the Board, such individual
shall be granted, without any further action on the part of the Board or such
individual, an Option to purchase 9,375 shares of Common Stock (subject to
adjustment in accordance with Section 3(b)), provided, however, that Directors
serving on the Board on March 3, 1995, shall not receive the initial grant of an
Option to purchase 9,375 shares. Upon the reelection of any Non-Employee
Director to the Board (including the Non-Employee Director's first election by
shareholders if such director was initially appointed to the Board), such
individual shall be granted, without any further action on the part of the Board
or such individual, an Option to purchase 1,875 shares of Common Stock (subject
to adjustment in accordance with Section 3(b)).
(b) It is intended that Options to purchase shares of the Company's
stock under this Plan shall constitute non-qualified options, not incentive
stock options, within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.
2
<PAGE>
5. OPTION PRICE.
The price at which shares may be purchased under each Option shall be 50% of
the Fair Market Value (defined below) of the Common Stock on the date the Option
is granted. For purposes of this Plan, "Fair Market Value" shall mean:
(a) If shares of Common Stock are listed or admitted to unlisted trading
privileges on any national or regional securities exchange at the date of
determining the Fair Market Value, the last reported sale price on such exchange
on the last business day prior to the date in question; or
(b) If shares of Common Stock are not listed or admitted to unlisted trading
privileges as provided in Section 5(a) and sales prices therefor in the over-
the-counter market shall be reported by The Nasdaq Stock Market's National
Market ("Nasdaq") at the date of determining the Fair Market Value, the last
reported sale price so reported on the last business day prior to the date in
question; or
(c) If shares of Common Stock are not listed or admitted to unlisted trading
privileges as provided in Section 5(a) and sales prices therefor shall not be
reported by Nasdaq as provided in Section 5(b), and bid and asked prices
therefor in the over-the-counter market shall be reported by Nasdaq (or, if not
so reported, by the National Quotation Bureau Incorporated) at the date of
determining the Fair Market Value, the average of the closing bid and asked
prices on the last business day prior to the date in question.
6. EXERCISE OF OPTIONS.
(a) Subject to Section 6(b) and Section 6(c), 1/7th of each Option granted
under this Plan shall vest and become exercisable on each anniversary of the
date of the grant of such Option; provided that, to the extent a Non-Employee
Director has served as a director of the Company for one or more years prior to
the time of the grant of such Option to such director, (i) such fraction of the
Option equal to the product of 1/7th multiplied by the lesser of (y) the number
of full years such director has served as a director of the Company on the date
of such grant and (z) seven (7) shall vest and become exercisable immediately
and (ii) if the fraction determined in accordance with clause (i) immediately
above is less than 1, 1/7th of the number of shares of Common Stock subject to
such Option on the date of grant shall vest and become exercisable on each
anniversary of the date of the grant of such Option until the Option becomes
fully vested. Notwithstanding any provision of this Plan to the contrary, in no
event may any Option be exercised prior to the first annual meeting of
shareholders of the Company after the effective date of this Plan.
No Option shall be exercisable after the tenth anniversary of the date of its
grant.
3
<PAGE>
(b) During the lifetime of a Non-Employee Director, Options granted to such
Non-Employee Director may be exercised only by such Non-Employee Director.
Options shall not be sold, pledged, assigned or transferred in any manner except
by will or by the laws of descent and distribution, and any attempt to do so in
violation of this prohibition, whether voluntary, involuntary, by operation of
law or otherwise, shall immediately void the Option.
If a Non-Employee Director dies while serving on the Board, the Options
theretofore granted to such director shall become fully vested as of the date of
his or her death and may be exercised by his or her estate or a person who has
acquired the right to exercise the Option(s) by will or the laws of descent and
distribution at any time or times prior to the second anniversary of the date of
such director's death; provided that in no event may an Option be exercised
after the tenth anniversary of the date of its grant. Thereafter the Options
shall terminate and forever cease to be exercisable.
(c) If a Non-Employee Director ceases to be a director of the Company for any
reason other than death, such director may exercise such portion of his or her
Option(s) as had vested prior to his or her ceasing to be a director of the
Company at any time or times prior to the second anniversary of the date he or
she ceased to be a director of the Company; provided that in no event may an
Option be exercised after the tenth anniversary of the date of its grant.
Thereafter the Options shall terminate and forever cease to be exercisable. In
the event of the death of a Non-Employee Director within six months after his or
her ceasing to be a director of the Company, any vested Options may be exercised
by such director's estate or a person who has acquired the right to exercise the
Option(s) by will or the laws of descent and distribution at any time or times
prior to the second anniversary of the date of his or her death; provided that
in no event may an Option be exercised after the tenth anniversary of the date
of its grant. Thereafter the Options shall terminate and forever cease to be
exercisable.
(d) As a condition to the exercise of an Option and provided the Non-Employee
Director has not held the Option for a period of six months from the date of
grant, the Non-Employee Director shall agree not to dispose of the Common Stock
obtained upon exercise of the Option until the expiration of six months from the
date of grant of the Option unless such disposition is in a transaction which is
exempt from the provisions of Section 16 of the Securities Exchange Act of 1934,
as amended.
(e) An Option may not be exercised for fractional shares of stock of the
Company.
(f) The Option shall be exercised on the day when written notice of such
exercise has been received by the Company at its principal place of business
from the person entitled to exercise the Option, accompanied by full payment of
4
<PAGE>
the purchase price (i) in cash or by check to the order of the Company, (ii) in
the form of shares of Common Stock already owned by the Non-Employee Director,
duly endorsed to the order of the Company, having a Fair Market Value equal to
the purchase price payable in connection with such exercise, or (iii) by a
combination of (i) and (ii), and such other documents, if any, as the Company
shall require. Upon receipt of all such documents and payments, the shares shall
be deemed to have been issued or sold and the Non-Employee Director so
exercising his or her Option shall be entitled to receive such shares and shall
then be a shareholder with respect to such shares, and the shares shall be
considered fully paid and nonassessable. No adjustment will be made for a
dividend or other rights for which the record date is prior to the date of the
exercise of the Option and payment for the shares is received by the Company,
except as specifically provided in this Plan.
(g) Upon the issuance of Common Stock as a result of the exercise of an
Option, the Non-Employee Director so exercising the Option shall provide the
Company with the funds to enable it to pay any tax required by any government to
be withheld or paid.
7. AMENDMENT AND DISCONTINUANCE.
The Board may at any time amend this Plan, provided that, except as permitted
by Section 3(b), no amendment without the approval of shareholders shall: (a)
increase the total number of shares for which Options may be granted, (b) change
the manner of determining the price at which shares may be purchased, (c) change
the class of persons eligible to receive Options under this Plan, (d) change the
period during which Options may be exercised or (e) change the provisions
relating to the administration of this Plan by the Board. The Board may
terminate this Plan at any time but such termination shall not affect Options
previously granted and such Options shall remain in full force and effect as if
this Plan had not been terminated. Notwithstanding any other provision hereof,
in no event shall the provisions of this Plan be amended more frequently than
once every six months other than to comport with changes in the Internal Revenue
Code of 1986, as amended from time to time, and the Employee Retirement Income
Security Act, as amended from time to time, or the rules thereunder.
8. RESERVATION OF SHARES.
During the term of this Plan and any Option exercisable hereunder, the Company
shall at all times reserve and keep available, and will obtain from any
regulatory body having jurisdiction any requisite authority in order to issue or
sell such number of shares of its Common Stock as shall be sufficient to satisfy
the requirements of this Plan. Inability of the Company to obtain any authority
deemed by the Company's counsel to be necessary to the lawful issuance or sale
5
<PAGE>
of any shares of its stock hereunder shall relieve the Company of any liability
in respect of the nonissuance or sale of such stock as to which such authority
shall not have been obtained.
9. SECURITIES ACT OF 1933.
Unless (a) the shares to be issued upon exercise of an Option granted under
this Plan have been effectively registered under the Securities Act of 1933, as
now in force or hereafter amended; or (b) in the opinion of counsel for the
Company, no such registration is necessary, the Company shall be under no
obligation to issue any shares covered by any Option.
10. SECTION 16.
With respect to persons subject to Section 16 of the Securities Exchange Act
of 1934 ("Exchange Act"), transactions under this Plan are intended to comply
with all applicable provisions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provision of this Plan or action by the Board
fails to so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Board.
11. EFFECTIVE DATE; TERM OF PLAN.
This Plan shall become effective as of March 4, 1995; provided, however, if
this Plan is not approved by the holders of a majority of the stock of the
Company present or represented by proxy and entitled to vote at the first annual
meeting of shareholders of the Company following March 4, 1995, any Options
granted under this Plan shall be null, void and of no force and effect as of
their grant date, and this Plan shall terminate. This Plan shall terminate on
March 3, 2005, unless sooner terminated as provided in this Plan. At the end of
such term, this Plan shall expire except for Options then outstanding.
6
<PAGE>
Exhibit 5
May 11, 1995
Frozen Food Express Industries, Inc.
1145 Empire Central Place
Dallas, Texas 75265
Dear Ladies and Gentlemen:
This firm has acted as counsel for Frozen Food Express Industries, Inc., a
Texas corporation (the "Company"), in connection with the registration, on the
Company's Registration Statement on Form S-8 (the "Registration Statement"), of
the offer and sale of an aggregate of 125,000 shares of common stock, $1.50 par
value per share, of the Company (the "Common Stock"), as that number of shares
may be adjusted from time to time pursuant to the provisions of the Plan
(hereinafter defined), that may be issued pursuant to stock options ("Stock
Options") granted under the Frozen Food Express Industries, Inc. 1995 Non-
Employee Director Stock Option Plan adopted on March 4, 1995, by the Company's
Board of Directors and approved by the Company's shareholders at the Company's
1995 Annual Meeting of Shareholders (the "Plan"). Unless otherwise defined
herein, each term used herein that is defined in the Plan has the meaning given
such term in the Plan.
In reaching the opinions set forth herein, this firm has reviewed the Plan,
the Company's Articles of Incorporation and Bylaws, and, except as set forth
below, certificates of public officials and officers of the Company, and matters
of law that this firm deemed relevant.
Based on and subject to the foregoing and subject further to the assumptions,
exceptions, and qualifications hereinafter stated, this firm is of the opinion
that each share of Common Stock registered pursuant to the Registration
Statement, when and if issued in accordance with the terms of the Plan and the
relevant option agreement, will be legally issued, fully paid, and non-
assessable.
<PAGE>
The opinion expressed above is subject to the following assumptions,
exceptions, and qualifications:
1. This firm has assumed that (i) all information contained in all documents
reviewed by this firm is true and correct, (ii) all signatures on all documents
reviewed by this firm are genuine, (iii) all documents submitted to this firm as
originals are true and complete, (iv) all documents submitted as copies are true
and complete copies of the originals thereof, (v) each natural person signing
any document reviewed by this firm had the legal capacity to do so, (vi) each
person signing in a representative capacity any document reviewed by this firm
had authority to sign in such capacity, and (vii) the laws of any jurisdiction
other than Texas that govern any of the documents reviewed by this firm do not
modify the terms that appear in any such document.
2. This firm also has assumed that the Company will receive the full amount
and type of consideration (as specified in the Plan and each applicable stock
option agreement) for each of the shares of Common Stock registered pursuant the
Registration Statement before the issuance of each of those shares of Common
Stock pursuant to the applicable option agreement and that each grant of a Stock
Option pursuant to the Plan will be duly authorized.
The opinion expressed above is limited to the laws of the State of Texas and
the federal laws of the United States of America.
This opinion letter may be filed as an exhibit to the Registration Statement.
In giving this consent, this firm does not thereby admit that it comes within
the category of persons whose consent is required under section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
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
