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, 2004
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
- 1 -
Item 5. Other Events
(1) On May 19, 2004, the Company filed a Form 12b-25, Notification of Late
Filing, with respect to the filing of its report on Form 10-Q for the
quarter ended March 31, 2004. A copy of the Form 12b-25 filing is attached
as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
(2) On May 21, 2004, the Company announced that it received a Notice of
Additional Delinquency from Nasdaq stating that the Company failed to
timely file its Form 10-Q for the quarterly period ended March 31, 2004, as
required by Nasdaq Marketplace Rule 4310(c) (14). This Notice of Additional
Deficiency relates to the Nasdaq Staff Determination letter that was
received by FIC on April 2, 2004, pertaining to the late filing of FIC's
Report on Form 10-K for the year ended December 31, 2003. Additional
information concerning this matter is set forth in the Company's press
release dated May 21, 2004, a copy of which is attached as Exhibit 99.2 to
this Form 8-K and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 * Form 12b-25, Notification of Late Filing, dated May
19, 2004.
Exhibit 99.2 * Press Release dated May 21, 2004.
* Filed herewith
As provided by the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, Financial Industries Corporation cautions that the
statements in this Form 8-K, including but not limited to, statements found in
Item 7 - "Financial Statements and Exhibits" relating to matters that are not
historical factual information are forward-looking statements that represent
management's belief and assumptions based on currently available information.
The information contained in this report relating to trends in the Company's
operations and financial results and the contingencies and uncertainties to
which the Company may be subject, as well as other statements including words
such as "anticipate," "believe," "plan," "estimate," "expect," "intend," and
other similar expressions constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. Such statements are made based
upon management's current expectations and beliefs concerning the financial
results, economic conditions and are subject to known and unknown risks,
uncertainties and other factors contemplated by the forward-looking statements.
- 2 -
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those indicated. Investors should not place undue reliance on forward-looking
statements. Each forward-looking statement speaks only as of the date of the
particular statement, and the Company undertakes no obligation to publicly
update or revise any forward-looking statements. There can be no assurance that
other factors not currently anticipated by management will not also materially
and adversely affect the Company.
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 21, 2004 By: /s/ Theodore A. Fleron
_________________________________________
Vice President and Secretary
- 3 -