<PAGE>
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
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.50 par value 300,000 Shares $5.71875 $1,715,625 $477
==========================================================================================================================
</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
September 24, 1999, as reported on the Nasdaq National Market System.
<PAGE>
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
<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 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.
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<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/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
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
/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
</TABLE>
II-3
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<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 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
