SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): May 18, 2001
FINANCIAL INDUSTRIES CORPORATION
(Exact name of Registrant as specified in charter)
Texas 0-4690 74-2126975
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
6500 River Place Blvd., Building One
Austin, Texas 78730
(Address of principal executive offices)
Registrant's telephone number, including area code: (512) 404-5000
ITEM 2. Other Events
On May 18, 2001, pursuant to that certain Agreement and Plan of Merger, as
amended (the "Merger Agreement"), dated as of January 17, 2001, among Financial
Industries Corporation, a Texas corporation ("FIC"), InterContinental Life
Corporation, a Texas corporation ("ILCO"), and ILCO Acquisition Company, a Texas
corporation and wholly-owned subsidiary of FIC ("Merger Sub"), MergerSub was
merged with and into ILCO (the "Merger"). ILCO was the surviving corporation of
the Merger and became a wholly-owned subsidiary of FIC. In accordance with the
Merger Agreement, FIC will issue 1.1 shares of common stock, par value $0.20 per
share ("FIC Common Stock"), for each share of common stock, par value $0.22 per
share, of ILCO outstanding at the time of the Merger ("ILCO Common Stock"). In
addition, each share of ILCO Common Stock issuable pursuant to outstanding
options will be assumed by FIC and become an option to acquire FIC Common Stock
with the number of shares and exercise price adjusted for the exchange ratio in
the Merger.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by Item 7(a) will be
filed pursuant to Item 7(a)(4) of Form 8-K as soon as practicable, but not
later than August 3, 2001, 60 days after the due date of this Current Report
on Form 8-K.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 7(b)
will be filed pursuant to Item 7(b)(2) of Form 8-K as soon as practicable, but
not later than August 3, 2001, 60 days after the due date of this Current Report
on Form 8-K.
(c) Exhibits.
99.1* - Press Release dated May 18, 2001.
______________
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FINANCIAL INDUSTRIES CORPORATION
Date: May 30, 2001 By: ____________________________
Roy F. Mitte
Chairman, President and Chief
Executive Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
May 18, 2001
FOR MORE INFORMATION CONTACT
Robert S. Cox
512-404-5128
FINANCIAL INDUSTRIES CORPORATION AND INTERCONTINENTAL LIFE
CORPORATION COMPLETE MERGER
AUSTIN, TEXAS - Financial Industries Corporation (FIC; Nasdaq NMS: symbol FNIN)
and InterContinental Life Corporation (ILCO; Nasdaq Small Cap: symbol ILCO)
jointly announced today the completion of the merger of a subsidiary of FIC with
and into ILCO, with ILCO surviving the merger as a wholly-owned subsidiary of
FIC.
FIC will issue 1.1 shares of its common stock, $0.20 par value, for each share
of ILCO common stock, $0.22 par value, outstanding at the time of the merger and
not held directly by FIC or ILCO. In addition, each option to purchase ILCO
common stock will be assumed by FIC and become an option to purchase FIC common
stock with the number of shares and exercise price adjusted for the exchange
ratio in the merger. Taking shares issuable upon exercise of options into
account, FIC will issue up to approximately 5.8 million shares to former ILCO
shareholders and optionholders as a result of the merger.
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