UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
CUSIP NUMBER
(Check One) [ ]Form 10K [ ]Form 20-F [ ]Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended June 30, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: --------
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I--REGISTRANT INFORMATION
FINANCIAL INDUSTRIES CORPORATION
Full Name of Registrant
6500 River Place Blvd., Building One, Austin, Texas 78730
Address of Principal Executive Office (Street and Number), City, State and Zip
Code
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) [ ]
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F,11- K or Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10- Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant is unable to timely file its report on Form 10-Q for the fiscal
quarter ending June 30, 2002, without unreasonable effort or expense. The
Registrant has been working diligently to prepare its consolidated financial
statements for the quarter and six-month periods ended June 30, 2002 and such
consolidated financial statements have been substantially completed. However, in
connection with the preparation of such reports, management discovered that
certain expenses which were paid by the Registrant during the reporting period
and prior reporting periods may have been personal, rather than business-related
expenses, of the President and Chief Executive Officer of the Registrant. On
August 15, 2002, the Audit Committee of the Board of Directors retained
independent counsel to conduct a review for the current and prior periods. The
Registrant does not anticipate this review will reveal any significant change in
the Registrant's results of operations for the quarter ended June 30, 2002 from
the corresponding period for the last fiscal year, but independent counsel is
not able to complete a review of this matter by the due date of the Registrant's
Form 10-Q for the periods ended June 30, 2002 without unreasonable effort or
expense.
(Attach Extra Sheets if Needed)
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jeffrey H. Demgen
(Name)
(512) 404-5035
(Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceeding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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FINANCIAL INDUSTRIES CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 14, 2002 By: Jeffrey H. Demgen
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative s authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25 ) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this Chapter).
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