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 22, 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 5.Other Events On May 22, 2001, Financial Industries Corporation (FIC) announced that its Board has approved a dividend policy. The policy adopted by the Board anticipates that the Company will declare and pay, on a semi-annual basis, a dividend on the common stock of the Company so as to provide to shareholders with an annualized yield of approximately 3% on the market value (based on the NASDAQ National Market quotation system). The implementation of this policy and the future declarations of dividends are subject to change depending on future circumstances. In its press release of May 22, 2001, the Company also stated that, as previously reported, in response to unsolicited verbal communications from a few companies that were interested in acquiring FIC, Philo Smith Capital Corporation was retained by FIC to explore the possible sale of the company. Subsequently, FIC received an indication of interest which led to further discussions with a potential purchaser. FIC has now determined not to pursue further discussions with any party that has submitted an indication of interest to acquire the company. Exhibits. 99.1* - Press Release dated May 22, 2001. ______________ * Filed herewith 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: June 8, 2001 By: /s/ Roy F. Mitte Roy F. Mitte Chairman, President and Chief Executive Officer Exhibit 99.1 FOR MORE INFORMATION CONTACT Robert S. Cox 512-404-5128 FINANCIAL INDUSTRIES CORPORATION ANNOUNCES SEMI-ANNUAL CASH DIVIDEND AND DIVIDEND POLICY UPDATES SALE NEGOTIATIONS AUSTIN, TEXAS -- Financial Industries Corporation (FIC) today announced that its Board of Directors has approved the payment of a semi-annual cash dividend in the amount of $.25 per common share. The dividend is payable on July 2, 2001, to record holders as of the close of business on June 18, 2001. The dividend is payable with respect to each share of common stock which is issued on the record date, except for shares owned directly by FIC. FIC also announced that its Board has approved a dividend policy. The policy adopted by the Board anticipates that the Company will declare and pay, on a semi-annual basis, a dividend on the common stock of the Company so as to provide to shareholders with an annualized yield of approximately 3% on the market value (based on the NASDAQ National Market quotation system). The implementation of this policy and the future declarations of dividends are subject to change depending on future circumstances. As previously reported, in response to unsolicited verbal communications from a few companies that were interested in acquiring FIC, Philo Smith Capital Corporation was retained by FIC to explore the possible sale of the company. Subsequently, FIC received an indication of interest which led to further discussions with a potential purchaser. FIC has now determined not to pursue further discussions with any party that has submitted an indication of interest to acquire the company. The information in this release relating to the Company's operations and financial results, future business developments, and contingencies and uncertainties constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. The Company's NASDAQ symbol is FNIN. For more information on FIC, go to http://www.ficgroup.com on the Internet