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, 2003
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.
------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-1301831
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1145 EMPIRE CENTRAL PLACE, DALLAS, TEXAS 75247-4309
(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:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
i) Common Stock $1.50 par value The Nasdaq Stock Market
ii) Rights to purchase Common Stock The Nasdaq Stock Market
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 Exchange 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) of the Act.
Yes [ ] No [X]
As of June 25, 2004 17,425,598 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 30, 2003, the last day of the
Registrant's most recently completed second quarter was $48,153,000. This amount
is based on the closing sale price of the registrant's common stock as reported
by the Nasdaq Stock Market on such date.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 2004 Annual Meeting of
Stockholders to be held on April 29, 2004, are incorporated by reference into
Part III of this Form 10-K.
EXPLANATORY NOTE:
This Amendment No. 1 to the Annual Report on Form 10-K/A (this "Amendment") has
been filed to include as an exhibit, in accordance with Rule 15d-21 under the
Securities Exchange Act of 1934, the financial statements required by Form 11-K
with respect to the Frozen Food Express Industries, Inc. 401 (k) Savings Plan
and the related Consent of the Independent Registered Public Accounting Firm.
Other than Item 15 and the signature page, no other changes are made by this
Amendment and all other information included in the original filing is
unchanged. In order to preserve that nature and character of the disclosures as
originally filed, except as specifically discussed in this Amendment, no attempt
has been made to modify or update such disclosures for events which occurred
subsequent to the original filing. Accordingly, this Amendment and the Annual
Report on Form 10-K which it amends should be read in conjunction with the
Company's subsequent filings with the Commission.
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 99.1 the information,
financial statements and exhibits required to be filed on Form 11-K for the
fiscal year ended December 31, 2003, with respect to the Frozen Food Express
Industries, Inc. 401(k) Savings Plan (the "Savings Plan") pursuant to Securities
and Exchange Commission Rule 15-d-21 promulgated under the Securities Exchange
Act of 1934, as amended. Because the Savings Plan reported on herein is subject
to the reporting requirements 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) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES:
(1) The financial statements listed in the index to financial
statements set forth above in Item 8 are filed as part of this
Annual Report on Form 10-K.
(2) Financial statement schedules are omitted because the
information required is included in the consolidated financial
statements and the notes thereto.
3. EXHIBITS:
3.1 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 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
2003 and incorporated herein by reference).
4.2 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 #033-59465 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 and incorporated herein by reference).
10.2(a) First Amendment to the Credit Agreement between 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
(previously filed).
10.3* Frozen Food Express Industries, Inc., 1992 Incentive and
Nonstatutory Stock Option Plan (filed as Exhibit 4.3 to
Registrant's Registration Statement #33-48494 as filed with the
Commission and incorporated herein by reference).
10.3(a)* 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 reference).
10.3(b) *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).
10.3(c) *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).
10.4* 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).
10.5* 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).
10.6* 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).
1
10.6(a)* 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).
10.7* 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).
10.7(a)* 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).
10.8* 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).
10.8(a)* Amendment No. 1 to FFE Transportation Services, Inc. 401(K) Wrap
Plan (previously filed).
10.9* 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).
10.10* Frozen Food Express Industries, Inc. 2002 Incentive and
Nonstatutory Stock Option Plan (filed as Exhibit 10.5 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002).
11.1 Computation of basic and diluted net income or loss per share of
common stock (previously filed).
14.1 Frozen Food Express Industries, Inc. Code of Business Conduct and
Ethics (filed as Exhibit 14.1 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2003 and incorporated
herein by reference).
21.1 Subsidiaries of Frozen Food Express Industries, Inc. (previously
filed).
23.1 Consent of Independent Registered Public Accounting Firm
(previously filed).
23.2 Consent of Independent Registered Public Public Accounting Firm
(filed herewith).
31.1 Certification of Chief Executive Officer Required by Rule
13a-14(a)(17 CFR 240.13a-14(a)) (filed herewith).
31.2 Certification of Chief Financial Officer Required by Rule
13a-14(a)(17 CFR 240.13a-14(a)) (filed herewith).
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002(filed herewith).
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
99.1 Frozen Food Express Industries, Inc. 401 (K) Savings Plan
Statements of Net Assets Available for Plan Benefits as of December
31, 2003 and 2002 and Statements of Changes in Net Assets Available
for Plan Benefits for each of the three years in the period ended
December 31, 2003 with Report of Independent Registered Public
Accounting Firm thereon (filed herewith).
* Executive compensation plans and arrangements required to be
filed as an exhibit on this Form 10-K.
(b) REPORTS ON FORM 8-K:
On October 30, 2003, we filed a current report on Form 8-K setting
forth our results of operations for the 3 and 9 month periods ended September
30, 2003 as compared to the same periods of 2002.
On November 14, 2003, we filed a current report on Form 8-K announcing
and describing a change in the management of our non-freight operations.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
our behalf by the undersigned, thereunto duly authorized.
FROZEN FOOD EXPRESS INDUSTRIES, INC.
Date: June 28, 2004 /s/ Stoney M. Stubbs, Jr.
----------------- --------------------------------------------
Stoney M. Stubbs, Jr.,
Chairman of the Board of Directors
and President (Principal Executive Officer)
Date: June 28, 2004 /s/ F. Dixon McElwee, Jr.
----------------- --------------------------------------------
F. Dixon McElwee, Jr.
Senior Vice President and Chief
Financial Officer
(Principal Financial and Accounting 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.
2
FROZEN FOOD EXPRESS INDUSTRIES, INC.
Date: June 28, 2004 /s/ Stoney M. Stubbs, Jr.
--------------- -----------------------------------------------
Stoney M. Stubbs, Jr.,
Chairman of the Board of Directors
and President (Principal Executive Officer)
Date: June 28, 2004 /s/ F. Dixon McElwee, Jr.
--------------- -----------------------------------------------
F. Dixon McElwee, Jr.,
Senior Vice President and Director
(Principal Financial and Accounting Officer)
Date: June 28, 2004 /s/ Charles G. Robertson
--------------- -----------------------------------------------
Charles G. Robertson
Executive Vice President and Director
Date: June 28, 2004 /s/ Jerry T. Armstrong
--------------- -----------------------------------------------
Jerry T. Armstrong, Director
Date: June 28, 2004 /s/ W. Mike Baggett
--------------- -----------------------------------------------
W. Mike Baggett, Director
Date: June 28, 2004 /s/ Brian R. Blackmarr
--------------- -----------------------------------------------
Brian R. Blackmarr, Director
Date: June 28, 2004 /s/ Leroy Hallman
--------------- -----------------------------------------------
Leroy Hallman, Director
Date: June 28, 2004 /s/ T. Michael O'Connor
--------------- -----------------------------------------------
T. Michael O'Connor, Director
3
EXHIBIT INDEX
-------------
Sequentially
Exhibit Description Numbered Page
- ------- ----------- -------------
23.2 Consent of Independent Registered Public Accounting Firm 5
31.1 Certification of Chief Executive Officer Required by
Rule 13a-14(a)(17 CFR 240.13a-14(a)) 6
31.2 Certification of Chief Financial Officer Required by
Rule 13a-14(a)(17 CFR 240.13a-14(a)) 7
32.1 Certification of Chief Executive Office Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 8
32.2 Certification of Chief Financial Office Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 9
99.1 Frozen Food Express Industries, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Plan Benefits as of
December 31, 2003 and 2002 and Statements of Changes in Net
Assets Available for Plan Benefits for each of the three years
in the period ended December 31, 2003 with Report of
Independent Registered Public Accounting Firm thereon. 10-21
4