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): February 16, 2004
FINANCIAL INDUSTRIES CORPORATION
(Exact name of Registrant as specified in charter)
Texas 0-4690 74-2126975
(State or other jurisdiction (Commission file (I.R.S. employer
of incorporation) number) 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
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Item 5 - Other Events and Regulation FD Disclosure.
(i) The Board of Directors of Financial Industries Corporation ("FIC") has
elected Charles B. Cooper as Chief Operating Officer. Mr. Cooper has served
as a consultant to FIC since November 2003.
Mr. Cooper has over 33 years of management experience in the life insurance
industry. From February 2000 to July 2002, he served as President and CEO
of American Amicable Group. He was President and Chief Operating Officer of
American Income Life from 1975 to 1999. Mr. Cooper has also served as a
management consultant to several insurance companies. His consulting
practice has involved a wide range of operational matters, including
product analysis, systems conversions and operations audit. Mr. Cooper has
received a B.A. in Economics from the University of Washington and a J.D.
from University of Washington School of Law.
In connection with the election, Mr. Cooper received long-term incentives
in the form of a grant of options to purchase 25,000 shares of FIC common
stock at an exercise price equal to the fair market value on the effective
date of his election. The option grant is subject to the approval of the
shareholders of FIC.
(ii) Effective as of February 13, 2004, the employment of Thomas C.
Richmond with FIC was terminated. Mr. Richmond had served as a Vice
President of FIC and as an officer of FIC's insurance subsidiaries. In that
capacity, he had responsibility for the Information and Technology Services
functions of the Company. FIC and Mr. Richmond entered into an amendment to
his employment agreement, which provides that the employment period ends as
of February 13, 2004. Following the end of the employment period, Mr.
Richmond will receive severance payments on a bi-weekly basis at the annual
salary rate ($190,000) set forth in the original employment agreement, net
of applicable taxes. In addition, Mr. Richmond will receive certain
medical, dental and life insurance benefits during the period that he
receives severance payments.
The description of the amendment to the employment agreement is qualified
by reference to the complete agreement which is filed as an exhibit and is
incorporated herein by reference.
(iii) Effective as of February 13, 2004, the employment of John Welliver
was terminated. Mr. Welliver had served as a Vice President of FIC and as
an officer of FIC's insurance subsidiaries. In that capacity, he had
responsibility for the underwriting, customer service, claims and agency
services functions. Mr. Welliver will receive severance payments for a
twelve-week period.
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Item 7. Financial Statements and Exhibits .
(c) Exhibits
Exhibit 10.1 Amendment dated as of February 13, 2004 to Employment
Agreement by and between Thomas C. Richmond and Financial
Industries Corporation.
Exhibit 99.1 Press release dated February 17, 2004, issued by
Financial Industries Corporation
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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: February 17, 2004 By: /s/ J. Bruce Boisture
___________________________________
President and Chief Executive
Officer
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