SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
_____________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FROZEN FOOD EXPRESS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1301831
(State of incorporation or organization)
(I.R.S. Employer
Identification No.)
1145 Empire Central Place
Dallas, Texas 75247-
4309
(Address of principal executive offices)
(Zip Code)
_____________________
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each
exchange on which
to be so registered each class is
to be registered
None None
_____________________
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A(c), check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A(d), check the following box. [x]
_____________________
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Common Stock
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
On June 14, 2000, the Board of Directors of Frozen Food
Express Industries Inc. (the "Company") declared a dividend
distribution of one Common Stock purchase right (a "Right")
for each outstanding share of Common Stock, $1.50 par value
(the "Common Stock"), of the Company at the close of
business on June 26, 2000 (the "Record Date"). Each Right,
if it becomes exercisable, entitles the registered holder to
purchase from the Company one share of Common Stock at an
initial exercise price of $11.00 (the "Exercise Price"),
subject to adjustment. The description and the terms of the
Rights are set forth in a Rights Agreement dated as of June
14, 2000 (the "Rights Agreement"), between the Company and
Fleet National Bank, as rights agent (the "Rights Agent").
Each holder of shares of Common Stock as of the Record
Date will receive a distribution on July 6, 2000 (the
"Distribution Date") of one Right per share of Common Stock
in accordance with and pursuant to the Rights Agreement. A
Right will also accompany each share of Common Stock issued
following the Record Date.
Initially, the Rights will not be exercisable or
transferable apart from the shares of Common Stock with
respect to which they were distributed, and will be
evidenced only by the certificates representing such shares.
The Rights will become exercisable and transferable apart
from the Common Stock on a date (the "Separation Date") that
is the earlier of (i) the close of business on the tenth
business day after the Stock Acquisition Date, defined as
the first date of a public announcement by the Company that
a person or group of affiliated or associated persons has
become an Acquiring Person (as described below) or (ii) the
close of business on such date as a majority of the Board of
Directors shall determine, which date shall follow the
commencement of a tender or exchange offer that, if
consummated, would result in a person or group becoming an
Acquiring Person. The Rights will be exercisable from the
Separation Date until the Expiration Date, which is the
earlier of (i) the close of business on the ten-year
anniversary of the date of the Rights Agreement (the "Final
Expiration Date"), (ii) the date the Rights are redeemed by
the Company, (iii) the date the Rights are exchanged by the
Company, or (iv) immediately prior to the effective time of
a consolidation, merger or share exchange of the Company (A)
into another corporation or (B) with another corporation in
which the Company is the surviving corporation but Common
Stock is converted into cash and/or securities of another
corporation, in each case pursuant to an agreement entered
into by the Company prior to a Stock Acquisition Date, at
which time they will expire.
A person or group becomes an Acquiring Person when such
person or group acquires or obtains the right to acquire
beneficial ownership of 15% or more of the then outstanding
shares of Common Stock, with certain exceptions described in
the Rights Agreement (including exceptions for shares owned
by the Company or a subsidiary or employee benefit plan of
the Company, and for shares owned by any person who the
Board of Directors determines inadvertently reached such 15%
beneficial ownership level and who promptly divests
sufficient shares such that 15% or greater beneficial
ownership ceases).
Prior to the Separation Date, the Rights will not be
transferable apart from the shares of Common Stock to which
they are attached. Thus, the surrender or transfer of any
Common Stock certificate prior to that date will also
constitute the transfer of the Rights associated with the
shares represented by such certificate. Until the
Separation Date (or earlier redemption, exchange or
expiration of the Rights), new Common Stock certificates
issued after the Record Date, upon transfer or new issuance
of shares of Common Stock, will contain a notation
incorporating the Rights Agreement by reference. Until the
Separation Date (or earlier redemption, exchange or
expiration of the Rights), the surrender for transfer of any
certificates for shares of Common Stock, outstanding as of
the Record Date, even without such notation or a copy of a
Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificate. As
soon as practicable after the Separation Date, separate
certificates evidencing the Rights ("Rights Certificates")
will be mailed to each record holder of shares of Common
Stock as of the close of business on the Separation Date
and, in certain circumstances, holders of certain shares
issued after the Separation Date. Until exercised, the
holders will not have any rights of holders of Common Stock,
including any rights to vote or receive dividends on the
Common Stock.
Upon the acquisition of 15% of the Common Stock by an
Acquiring Person (a "Flip-In Event"), each holder of a Right
will thereafter have the right (the "Flip-In Right") to
receive, upon exercise and payment of the Exercise Price,
the number of shares of Common Stock having a market value
immediately prior to the Flip-In Event equal to two times
the then current Exercise Price of the Right (the
"Adjustment Shares"); provided, however, that if the
quotient obtained when the Exercise Price is divided by the
Adjustment Shares is less than the par value of the Common
Stock, the number of Adjustment Shares shall be the quotient
obtained when the Exercise Price is divided by the par value
of the Common Stock. Any Right that is (or, in certain
circumstances specified in the Rights Agreement, was)
beneficially owned by an Acquiring Person (or any of its
affiliates or associates, as defined) will become null and
void upon the occurrence of the Flip-In Event. Cash will be
paid in lieu of fractional shares.
For example, at the Exercise Price of $11 per Right, if
any person becomes the beneficial owner of 15% or more of
the outstanding Common Stock of the Company, thereafter each
Right (other than Rights owned by such 15% beneficial owner
or any of its affiliates or associates, which will have
become void) would entitle its holder to purchase $22 worth
of Common Stock for $11. Assuming that the Common Stock had
a per share value of $5.50 at such time, each Right would
effectively entitle its holder to purchase four shares of
Common Stock for $11.
If, at any time following a Flip-in Event, either
(A) the Company is acquired in a merger or other business
combination transaction, the Acquiring Person Controls the
Board of Directors of the Company and either (i) the
investment of the shares owned by those other than the
Acquiring Person are not identified to the shares owned by
the Acquiring Person or (ii) the transaction is with the
Acquiring Person or a related party; or (B) the Company
sells or otherwise transfers more than 50% of its aggregate
assets or earning power to a related party if approved by
Company after Acquiring Person Controls the Board of
Directors of the Company, each holder of a Right (except
Rights previously voided as described above) will thereafter
have the right (the "Flip-Over Right") to receive, upon
exercise, shares of common stock of the Acquiring Person
having a value equal to twice the then current Exercise
Price of the Right. The Flip-Over Right will be exercisable
apart from, and regardless of the exercise or surrender of,
the Flip-In Right.
At any time prior to the close of business on the tenth
business day following a public announcement that a party is
an Acquiring Person, the Board of Directors may redeem the
Rights in whole but not in part at a Redemption Price of
$.001 per Right. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive
the Redemption Price.
At any time after a Flip-in Event, the Board of
Directors of the Company may exchange the Rights (other than
Rights owned by such Acquiring Person or any of its
affiliates or associates which have become void), in whole
or in part, for Common Stock at an exchange ratio of one
share of Common Stock per Right.
The Exercise Price payable, and the number of shares of
Common Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or
reclassification of the Common Stock, (ii) upon the grant
to holders of the Common Stock of certain rights, options or
warrants to subscribe for or purchase Common Stock at a
price, or securities convertible into Common Stock with a
conversion price, less than the then current market price of
the Common Stock or (iii) upon the distribution to holders
of the Common Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in shares
of Common Stock) or of subscription rights or warrants
(other than those referred to above).
The Rights Agreement contemplates that the Company will
reserve a sufficient number of authorized but unissued
shares of Common Stock to permit the exercise of the right
to exchange the Rights should the Rights become exercisable.
The Board of Directors may (and under certain circumstances
is obligated to) issue other equity securities or assets
upon the exercise of the Rights if sufficient shares of
Common Stock are not available for issuance should the
Rights become exercisable. The Board of Directors may make
adequate provision to substitute for the shares of Common
Stock which are not available for issuance upon exercise of
such Rights either cash, other equity securities of the
Company (including, without limitation, shares of Preferred
Stock of the Company), debt securities of the Company, other
assets, or a combination of the foregoing, having an
aggregate value (as determined by a majority of the Board of
Directors after receiving advice from a nationally
recognized investment banking firm) equal to the value of
the shares of Common Stock unavailable for issuance upon
exercise of the Rights. In addition, the Board of
Directors, subject to certain limitations, may amend the
Rights to change the Exercise Price and therefore the number
of shares of Common Stock issuable upon exercise of the
Rights. If the Company does not take such action within 30
days following the later of a Flip-In Event or the date on
which the Company's right of redemption with respect to the
Rights expires, then the Company will be required to deliver
cash as the substitute for the unavailable authorized shares
of Common Stock.
At any time prior to the Separation Date, the Board of
Directors may amend any provision of the Rights Agreement in
any manner, including to change the Exercise Price, without
the approval of the holders of the Common Stock.
Thereafter, subject to certain limitations, the Board of
Directors may amend the Rights Agreement without the
approval of the holders of the Common Stock so long as the
interests of the holders of the Rights are not adversely
affected, including generally (i) to shorten or lengthen any
time period under the Rights Agreement or (ii) in any manner
that the Board deems necessary or desirable, so long as such
amendment is consistent with and for the purpose of
fulfilling the objectives of the Board of Directors in
originally adopting the Rights Agreement.
The Rights Agreement final expiration date is ten years
from the Record Date. However, a committee of the Company's
Directors who are neither officers, employees or affiliates
of the Company will review the Rights Plan at least every
three years and, if a majority of these Directors deems it
appropriate, may recommend a modification or termination of
the Rights Agreement.
A copy of the Rights Agreement has been filed as an
exhibit to this Registration Statement. This summary
description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.
Item 2. Exhibits.
4.1 Rights Agreement dated as of June 14, 2000, between the
Registrant and Fleet National Bank, which includes as
exhibits, the form of Right Certificate and the Summary
of Rights.
20.1 Proposed letter to Frozen Food Express Industries, Inc.
shareholders to be dated and sent July 6, 2000.
99.1 Press Release.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
FROZEN FOOD EXPRESS INDUSTRIES, INC.
Date: June 14, 2000 By: /s/ Stoney M. Stubbs, Jr.
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Stoney M. Stubbs, Jr.
President and Chief Executive
Officer
