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): December 13, 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 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is included with this Report:
Exhibit 99 Press release dated December 13, 2002 issued by Financial
Industries Corporation
Item 9. REGULATION FD DISCLOSURE
On December 13, 2002, Financial Industries Corporation ("Registrant") issued a
press release announcing that its Board of Directors had accepted the
resignations of two employee-directors from the Registrant's Board, Tim Casey of
FIC Property Management and Hans Annarino with Sales & Marketing. Both will
continue their employment with the Registrant. The purpose of the resignations
was to move towards an independent Board of Directors. The Board also elected a
new independent director, Richard A. Kosson. Mr. Kosson was appointed Chairman
of the Audit Committee.
Additionally, the Registrant announced the approval of a cash dividend of $0.05
per share for payment on January 24th, 2003 with a shareholder record date of
January 3rd, 2003.
Finally, Registrant announced that the it has taken steps to move sales
acquisition costs in line with product pricing.
A copy of the press release is filed as an exhibit to this report and is
incorporated herein by reference.
NOTE: The information in this report (including the exhibit) is furnished
pursuant to Item 9 and shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section. This report will not be deemed an admission as to
the materiality of any information contained herein that is required to be
disclosed solely by regulation FD.
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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: December 16, 2002 By: /s/ Eugene E. Payne
____________________________
Eugene E. Payne
Chief Executive Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
December 13, 2002
FOR MORE INFORMATION CONTACT
Robert Bender
512-404-5080
FINANCIAL INDUSTRIES CORPORATION MOVES TO A MORE INDEPENDENT
BOARD OF DIRECTORS AND DECLARES DIVIDEND
AUSTIN, Texas - (BUSINESS WIRE) - December 13, 2002 -- Financial Industries
Corporation (FIC) (Nasdaq:FNIN) announced today the resignation of two company
employees from the Company's Board and the election of a new independent
director. The purpose of the resignations was to move towards an independent
Board of Directors.
Resigning from the Board were company employees Tim Casey of FIC Property
Management and Hans Annarino with Sales & Marketing. They will continue their
employment with the Company. "Non-employee directors now constitute a majority
of the Board to whom the CEO reports - just as it should be as we move into the
future," stated Eugene E. Payne, Ph.D, President, CEO and Chairman of the Board.
"Key company employees can now focus completely on our new strategic direction
of profitable growth through both new acquisitions and sales."
Richard A. Kosson was elected as a new independent Director and appointed
Chairman of the Audit Committee. Kosson has enjoyed a distinguished career in
accounting and auditing, and is currently a partner with the CPA firm Citrin,
Cooperman & Company, LLP, in Springfield NJ. He was formerly a director of
InterContinental Life Corporation (ILCO) and a trustee and officer of the New
Jersey Society of CPAs. Kosson received his accounting degree from Rutgers
University.
Additionally, FIC announced today the approval of a cash dividend of $0.05 per
share for payment on January 24th, 2003 with a shareholder record date of
January 3rd, 2003. Dividends are subject to the discretion of the board of
directors and will depend on future circumstances, and will depend on, among
other things, the financial condition of the company, results of operations,
capital and cash requirements, future prospects, regulatory and contractual
restrictions on the payment of dividends by subsidiaries, and other factors
deemed relevant by the board.
"The $0.05 per share dividend will significantly increase our cash position
versus the last few dividends paid, which were based on a percentage of FIC's
market price rather than these new factors," continued Payne. "When coupled with
our aggressive expense reduction initiatives, FIC will be in a great position to
increase the momentum of our strategic plan. We are currently analyzing a
variety of uses for future funds including acquisitions, a stock buy-back
program, and technology to enhance productivity."
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Finally, FIC announced that the Company has taken steps to move sales
acquisition costs in line with product pricing. In addition to reducing certain
fixed costs and staff, a greater emphasis is being placed on incentive
compensation that directly reflects actual sales results. All this has been
accomplished while planning for increased sales by taking full advantage of new,
more competitive products and existing distribution strengths in key markets,
including the mortgage protection market of Family Life Insurance Company.
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.
Financial Industries Corporation (FIC), through its various subsidiaries,
markets and underwrites individual life insurance and annuity products. For more
information on FIC, go to http://www.ficgroup.com on the Internet.
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