UNITED STATES
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 6, 2005
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
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions
[] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 5.02 - Appointment of Principal Officers.
The Board of Directors of Financial Industries Corporation ("FIC") has
elected Michael P. Hydanus, 53, as Senior Vice President - Operations as of May
3, 2005.
Mr. Hydanus has over 20 years of management experience in the life
insurance and consulting industries. From February 2001 to the present, he
served as an independent management consultant in the areas of corporate
operations and information technology improvement. His consulting practice
included clients such as a national health benefit organization, policy
administration organization, and regional technology service organizations. He
was Chief Operating Officer and Chief Information Officer of Security First
Group from 2000 to 2001. Prior to that, he worked as the Chief Information
Officer for the Baltimore Life Companies from 1998-2000 and the Senior Vice
President, COO / CIO for Delta Life & Annuity from 1996-1998. Mr. Hydanus
received a B.A. in Business Administration from Lakeland College and an A.A. in
Information Systems from Madison Area Technical College. He also holds FLMI and
ACS certifications and is in the process of earning his CLU/ChFC certifications.
In connection with the election, Mr. Hydanus received a letter which set
forth the terms of his employment with FIC (the "Employment Letter"). The
Employment Letter provides that he may receive long-term incentives in the form
of a grant of options to purchase 15,000 shares of FIC common stock at an
exercise price equal to the fair market value on the date that the options are
granted. The option provision is conditional upon the approval of an equity
option plan by the shareholders of FIC. Accordingly, such options would be
granted only following shareholder approval of the equity option plan and
approval by the Company's Compensation Committee of a grant of options.
The Employment Letter also provides that, if FIC terminates Mr. Hydanus'
employment without Cause (as defined in the Employment Letter), or Mr. Hydanus
terminates his employment for Good Reason (as defined in the Employment Letter),
he will be entitled to a continuation of his salary payments for twelve months
after the date of termination. If FIC terminates Mr. Hydanus without Cause, or
he terminates his employment with Good Reason, at any time within twelve months
of a Change of Control (as defined in the Employment Letter), he will be
entitled to a continuation of his salary payments for twenty-four months after
the date of termination.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Offer of Employment Letter dated April 19, 2005
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 6, 2005 By: /s/ J. Bruce Boisture
____________________________________
J. Bruce Boisture, President
and Chief Executive Officer
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