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): August 20, 2002
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
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Item 5.Other Events
Effective August 19, 2002, Financial Industries Corporation (the "Registrant")
placed Roy F. Mitte, the President, Chief Executive Officer and Chairman of the
Board of the Registrant, on administrative leave pending the completion of the
review by the Audit Committee of the matters described in the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
August 15, 2002.
The Board of Directors met on August 19, 2002 and elected Dr. Eugene Payne as a
Director of the Registrant and appointed him as interim Chairman of the Board.
Thomas C. Richmond, who has been Registrant's Vice President in charge of
Operations and the Executive Vice President of Operations for Registrant's two
life insurance company subsidiaries, has been given the formal title of Chief
Operations Officer.
FIC has also formed a Special Committee of the Board of Directors to review and
consider the structure and functions of the offices of the President and the
Chief Executive Officer during the administrative leave. Elizabeth Nash,
Theodore A. Fleron and S. Tim Casey are the members of the Special Committee.
Exhibits.
99.1* - Press Release dated August 20, 2002
___________________
* Filed herewith
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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: August 20, 2002 By: /s/ Jeffrey H. Demgen
---------------------------------
Jeffrey H. Demgen
Chief Financial Officer
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
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August 20, 2002
FOR MORE INFORMATION CONTACT
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Robert S. Cox
512-404-5128
FINANCIAL INDUSTRIES CORPORATION
ANNOUNCES ADMINISTRATIVE LEAVE OF
PRESIDENT, CHIEF EXECUTIVE OFFICER & CHAIRMAN OF THE BOARD
AND FURTHER ANNOUNCES APPOINTMENT OF INTERIM CHAIRMAN
AND FORMATION OF SPECIAL COMMITTEE
AUSTIN, TEXAS -- Financial Industries Corporation (FIC) (Nasdaq: FNIN) announces
that effective August 19, 2002, Roy F. Mitte, the President, Chief Executive
Officer and Chairman of the Board, has been placed on administrative leave
pending completion of the review by the Audit Committee described in FIC's press
release dated August 15, 2002 and its Current Report on Form 8-K filed with the
Securities and Exchange Commission on that same day.
FIC also announces that Dr. Eugene Payne has been elected as a member of FIC's
Board of Directors and has been appointed to serve as interim Chairman of the
Board during the period of Mr. Mitte's administrative leave. He is currently
Chairman of the Management Department at Southwest Texas State University in San
Marcos, Texas. Dr. Payne previously served as Director and Vice-President of FIC
from 1992 until he elected early retirement in 1999. In the twenty years prior
to his tenure with FIC, he served in executive positions for Texas Tech
University, E.I. DuPont, the University of Texas at Dallas and EDS Corporation.
Dr. Payne stated that, "I am pleased to be able to provide leadership during Mr.
Mitte's administrative leave. Senior management of the company, including Thomas
C. Richmond, Chief Operating Officer and Jeffrey H. Demgen, Chief Financial
Officer, are expected to provide continuity."
Finally, FIC announces that the Board of Directors has formed a Special
Committee to review and consider the structure and functions of the offices of
the President and the Chief Executive Officer during the administrative leave.
The information in this release relating to the Company's operations and
financial results, future business developments, and contingencies and
uncertainties constitute forward-looking statements under the Private Securities
Litigation Reform Act of 1995.
The Company's NASDAQ symbol is FNIN. For more information on FIC, go to
http://www.ficgroup.com on the Internet.
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