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
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock, 750,000 Shares $9.59 $7,195,312.50 $2,180.40
$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. 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.
<PAGE>
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:
<TABLE>
<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, 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).*
</TABLE>
* filed herewith
1
<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 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.
<TABLE>
<CAPTION>
Name Title Date
- ------------------------- -------------------------------- ---------------
<S> <C> <C>
/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
<PAGE>
/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
</TABLE>
3
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- --------
<S> <C> <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, 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
</TABLE>
4
<PAGE>
EXHIBIT 4.4
5
<PAGE>
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
<PAGE>
EXHIBIT 4.5
7
<PAGE>
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
<PAGE>
EXHIBIT 5
9
<PAGE>
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
<PAGE>
EXHIBIT 23.2
11
<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 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
