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
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock, $1.50 1,500,000 $10.25 $15,375,000 $4,535.63
par value Shares
</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.
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.
<PAGE>
(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.
<PAGE>
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
<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 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.
<TABLE>
<CAPTION>
Name Title Date
- ------------------------- ------------------------------ ------------
<S> <C> <C>
/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
<PAGE>
/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
</TABLE>
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<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 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
