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 20, 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
Former name or former address, if changed since last report - Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications 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))
- 1 -
Item 5.04 Temporary Suspension of Trading under Registrant's Employee Benefit
Plans.
On May 20, 2005, Financial Industries Corporation (the "Company") sent a notice
to its directors and executive officers, informing them that the
InterContinental Life Corporation Employees Savings and Investment Plan, a 401K
plan established by a wholly-owned subsidiary of the Company (the "Plan") is
changing its record keeper. As a result of this change, a blackout period with
respect to the Plan will begin at 4:00 p.m. Eastern Time on Monday, June 20,
2005, and end on August 22, 2005. The Company received notice of the
commencement of the blackout period, as required by Section 101(i)(2)(E) of the
Employment Retirement Security Act of 1974.
During this blackout period, Plan participants will not be able to initiate a
transfer from one investment option to another investment option, change ongoing
contribution investment directions, obtain a loan, or obtain a distribution or
withdrawal. In connection with the notice to Plan participants, directors and
executive officers of the Company were notified that, during the blackout
period, they are prohibited from purchasing, selling or otherwise acquiring or
transferring equity securities of the Company. The notice to directors and
executive officers was provided pursuant to Section 306 of the Sarbanes-Oxley
Act of 2002 and Rule 104 of Regulation BTR ("Blackout Trading Restriction"). A
copy of the notice is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
During the blackout period and for a period of two years after the ending date
of the blackout period, a security holder or other interested person may obtain,
without charge, information regarding the blackout period, including the actual
beginning and ending dates of the blackout period, by contacting the Company's
HR Department, 6500 River Place Boulevard, Bldg. One, Austin, Texas 78301,
telephone: (512) 404-5120.
- 2 -
Item 9.01Financial Statements and Exhibits.
Exhibits.
99.1 - Notice to Directors and Officers of Financial Industries Corporation
dated May 20, 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 23, 2005 By: /s/ J. Bruce Boisture
_____________________________________
President and Chief Executive Officer
- 3 -