UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT No. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER 1-10006
FROZEN FOOD EXPRESS INDUSTRIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-1301831
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1145 EMPIRE CENTRAL PLACE, DALLAS, TEXAS 75247-4309
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (214) 630-8090
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act:
i) Common Stock $1.50 par value ii) Rights to purchase Common Stock
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Indicate by check mark whether the registrant (l) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
change Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
[X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-(2).
Yes [ ] No [X]
As of June 24, 2003, 16,961,375 shares of the registrant's common stock,
$l.50 par value, were outstanding. The aggregate market value of voting and
non-voting common equity held by non-affiliates as of June 24, 2003 was
$41,867,731. This amount is based on the closing sale price of the
registrant's common stock as reported by Nasdaq on such date.
Item 14. Controls and Procedures
Within 90 days prior to the date of the filing of this report, the
company carried out an evaluation, under the supervision and with the
participation of the company's management, including the Chief Executive
Officer and the Chief Financial Officer, of the effectiveness of the design
and the operation of the company's disclosure controls and procedures
pursuant to Exchange Act Rules 13a-14 and 15d-14. Based on the evaluation,
the company's Chief Executive Officer and Chief Financial Officer concluded
that the company's disclosure controls and procedures are effective for
gathering, analyzing and disclosing the information the company is required
to disclose in the reports it files under the Securities Exchange Act of
1934, within the time periods specified in the SEC's rules and forms. There
have been no significant changes in the company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of their evaluation.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
Item 15 of the Form 10-K is amended by adding as Exhibit 99.3 the
information, financial statements and exhibits required to be filed on Form
11-K for the fiscal year ended December 31, 2002, with respect to the Frozen
Food Express Industries, Inc. 401(k) Savings Plan (the "Savings Plan")
pursuant to Securities and Exchange Commission Rule 15d-21 promulgated under
the Securities Exchange Act of 1934, as amended. Because the plan reported
on herein are subject to the reporting requirement of the Employee Retirement
Income Security Act of 1974 ("ERISA"), the financial statements and schedules
included herein have been prepared in accordance with the requirements of
ERISA.
(a) 1. & 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES:
The financial statements listed in the index to financial
statements and financial statement schedules required by Item
8 of Form 10-K were filed as part of the Registrant's Annual
Report on Form 10-K on March 28, 2003.
3. EXHIBITS:
3.l Articles of Incorporation of the Registrant and all
amendments to date (filed as Exhibit 3.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1993 and incorporated herein by reference).
3.2 Bylaws of the Registrant (filed as Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 and incorporated herein by reference).
3.3 Amendment to Bylaws of the Registrant, dated June 14,2000
(filed as Exhibit 3.1 to Registrant's Report on Form 8-K
filed with the Commission on June 28, 2000 and incorporated
herein by reference).
3.4 Amendment to Bylaws of the Registrant, dated April 3, 2002,
(filed as Exhibit 3.4 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2001 and
incorporated herein by reference).
3.5 Amendment to Bylaws of Registrant dated March 25, 2003,(filed
as Exhibit 3.5 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002 and incorporated
herein by reference).
4.1 Rights Agreement dated as of June 14, 2000, between the
Registrant and Fleet National Bank, which includes as
exhibits, the form of the Rights Certificate and the Summary
of Rights (filed as Exhibit 4.1 to Registrant's Form 8-A
Registration Statement filed on June 19, 2000 and incorporated
herein by reference).
10.1 Frozen Food Express Industries, Inc., 1995 Non-Employee
Director Stock Plan (filed as Exhibit 4.3 to Registrant's
Registration Statement #033-59645 as filed with the
Commission and incorporated herein by reference).
10.2 Credit Agreement among Comerica Bank-Texas as administrative
agent for itself and other banks, LaSalle Bank National
Association, as collateral agent and syndication agent for
itself and other banks and FFE Transportation Services, Inc.
as Borrower and certain of its affiliates as of May 30, 2002
(filed as Exhibit 10.1 to Registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 2002).
10.3* Frozen Food Express Industries, Inc., 1992 Incentive and
Nonstatutory Stock Option Plan (filed as Exhibit 4.3 to
Registrant's Registration Statement #333-48494 as filed with
the Commission and incorporated herein by reference).
10.4* Amendment No. 1 to Frozen Food Express Industries, Inc. 1992
Incentive and Nonstatutory Stock Option Plan (filed as
Exhibit 4.4 to Registrant's Registration Statement #333-38133
and incorporated herein by incorporated herein by reference).
10.5* Amendment No. 2 to Frozen Food Express Industries, Inc. 1992
Incentive and Nonstatutory Stock Option Plan (filed as
Exhibit 4.5 to Registrant's Registration Statement #333-38133
and incorporated herein by reference).
10.6* Amendment No. 3 to Frozen Food Express Industries, Inc. 1992
Incentive and Nonstatutory Stock Option Plan) filed as
Exhibit 4.6 to Registrant's Registration Statement #333-87913
and incorporated herein by reference).
10.7* FFE Transportation Services, Inc. 1994 Incentive Bonus Plan,
as amended (filed as Exhibit 10.6 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference).
10.8* FFE Transportation Services, Inc. 1999 Executive Bonus and
Phantom Stock Plan (filed as Exhibit 10.8 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999 and incorporated herein by reference).
10.9* Frozen Food Express Industries, Inc. 401(K) Savings Plan
(filed as Exhibit 10.13 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2001 and
incorporated herein by reference).
10.10* First Amendment to the Frozen Food Express Industries, Inc.
401(K) Savings Plan (filed as Exhibit 10.14 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 2001 and incorporated herein by reference).
10.11* Frozen Food Express Industries, Inc. Employee Stock Option
Plan (filed as Exhibit 4.1 to Registrant's Registration
Statement #333-21831 as filed with the Commission and
incorporated herein by reference).
10.12* Amendment to the Frozen Food Express Industries, Inc.
Employee Stock Option Plan (filed as Exhibit 4.4 to
Registrant's Registration Statement #333-52701 and
incorporated herein by reference).
10.13* FFE Transportation Services, Inc. 401(K) Wrap Plan (filed as
Exhibit 4.4 to Registrant's Registration Statement #333-56248
and incorporated herein by reference).
10.14* Form of Change in Control Agreement (filed as Exhibit 10.1 to
Registrant's Report on Form 8-K filed with the Commission on
June 28, 2000 and incorporated herein by reference).
10.15* Frozen Food Express Industries, Inc. Incentive and
Nonstatutory Stock Option Plan (filed as Exhibit 10.15 to
Registrant's Annual Report on Form 10-K for fiscal year ended
December 31, 2002 and incorporated herein by reference).
11.1 Computation of basic and diluted net income or loss per share
of common stock (incorporated by reference to Footnote 10 to
the financial statements appearing in the Annual Report to
Shareholders of the Registrant for the year ending December
31, 2002).
13.1 Annual Report to Shareholders of the Registrant for the year
ended December 31, 2002. Except for those portions of such
Annual Report to Shareholders expressly incorporated by
reference to this Report, such Annual Report to Shareholders
is furnished solely for the information of the Securities and
Exchange Commission and shall not be deemed a "Filed"
Document.
21.1 Subsidiaries of Frozen Food Express Industries, Inc. (filed
as Exhibit 21.1 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 2002 and incorporated
herein by reference).
23.1 Consent of Independent Public Accountants.
99.1 Certification of Chief Executive Officer (filed herewith).
99.2 Certification of Chief Financial Officer (filed herewith).
99.3 Frozen Food Express Industries, Inc. 401(K) Savings Plan
Statements of Net Assets Available for Plan Benefits as of
December 31, 2002 and 2001 and Statements of Changes in Net
Assets Available for Plan Benefits for each of the three
years in the period ended December 31, 2002 with Report of
Independent Public Accountants thereon (filed herewith).
* Executive compensation plans and arrangements required to be filed
as an exhibit on this Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
June 27, 2003 By: /s/ Stoney M. Stubbs, Jr.
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Stoney M. Stubbs, Jr., Chairman of
the Board of Directors and
President
(Principal Executive Officer)
June 27, 2003 By: /s/ F. Dixon McElwee
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F. Dixon McElwee, Senior Vice
President and Chief Financial
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
June 27, 2003 By: /s/ Stoney M. Stubbs, Jr.
-----------------------------------
Stoney M. Stubbs, Jr., Chairman of
the Board of Directors and
President
(Principal Executive Officer)
June 27, 2003 By: /s/ Charles G. Robertson *
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Charles G. Robertson, Executive
Vice President and Director
June 27, 2003 By: /s/ F. Dixon McElwee
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F. Dixon McElwee, Senior Vice
President and Chief Financial
Officer
June 27, 2003 By: /s/ Jerry T. Armstrong *
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Jerry T. Armstrong, Director
June 27, 2003 By: /s/ W. Mike Baggett*
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W. Mike Baggett, Director
June 27, 2003 By: /s/ Brian R. Blackmarr *
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Brian R. Blackmarr, Director
June 27, 2003 By: /s/ Leroy Hallman *
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Leroy Hallman, Director
June 27, 2003 By: /s/ T. Michael O'Connor *
----------------------------------
T. Michael O'Connor, Director
* By:/s/ Stoney M. Stubbs, Jr.
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Stoney M. Stubbs, Jr.
Attorney-in-Fact
CERTIFICATION
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 I, Stoney M.
Stubbs, Jr., certify that:
1. I have reviewed this first amendment to the annual report on Form 10-K of
Frozen Food Express Industries, Inc.;
2. Based on my knowledge, annual report as amended does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amended annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this amended
annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by those entities, particularly during the
period in which this amended annual report is being prepared; b) Evaluated
the effectiveness of the registrant's disclosure controls and procedures as
of a date within 90 days prior to the filing date of this amended annual
report (the "Evaluation Date"); and c) Presented in this amended annual
report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function): a) All significant deficiencies (if any) in the design
or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material weaknesses in
internal controls; and b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 27, 2003
/s/ Stoney M. Stubbs, Jr.
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Stoney M. Stubbs, Jr.
Chairman of the Board and
Chief Executive Officer
CERTIFICATION
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 I, F. Dixon
McElwee, Jr., certify that:
1. I have reviewed this first amendment to the annual report on Form 10-K of
Frozen Food Express Industries, Inc.;
2. Based on my knowledge, annual report as amended does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this amended annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this amended
annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by those entities, particularly during the
period in which this amended annual report is being prepared; b) Evaluated
the effectiveness of the registrant's disclosure controls and procedures as
of a date within 90 days prior to the filing date of this amended annual
report (the "Evaluation Date"); and c) Presented in this amended annual
report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function): a) All significant deficiencies (if any) in the design
or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material weaknesses in
internal controls; and b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 27, 2003
/s/ F. Dixon McElwee, Jr.
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F. Dixon McElwee, Jr.
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Sequentially
Exhibit Description Numbered Page
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23.1 Consent of Independent Public Accountants 10
99.1 Certification of Chief Executive Officer 11
99.2 Certification of Chief Financial Officer 12
99.3 Frozen Food Express Industries, Inc. 401(k) 14-25
Savings Plan Statements of Net Assets Available
for Plan Benefits as of December 31, 2002 and
2001 and Statements of Changes in Net Assets
Available for Plan Benefits for each of the
three years in the period ended December 31,
2002 with notes thereto and Report of
Independent Public Accountants thereon.