- Healthcare
- Social
- Retail
- Main
You are not logged in!
Do you want to login? It's free!
Who do you implu? Create a Free Account!
Attachment 1
UNITED
STATES
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): June 25, 2008
Financial
Industries Corporation
(Exact
Name of Registrant as Specified in Charter)
|
Texas
|
0-4690
|
74-2126975
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
6500
River Place Boulevard, Building I, Austin, Texas
|
78730
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number (including area code): (512) 404-5000
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
£ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
|
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On June
25, 2008, Financial Industries Corporation (“FIC”) entered into a retention
agreement with Michael P. Hydanus, pursuant to which Mr. Hydanus agrees to
continue to serve as FIC’s Executive Vice President & Chief Operating
Officer on a full-time basis until August 29, 2008. Mr. Hydanus will
continue to receive an annual salary of $237,109.47 at customary intervals
through August 29, 2008. In addition, Mr. Hydanus’s retention
agreement provides that on August 29, 2008, if the merger pursuant to the
Agreement and Plan of Merger, dated January 14, 2008, between Americo Life, Inc.
and FIC (the “Merger”) has been consummated, he is entitled to receive a change
of control payment in the amount of $474,219, payable as follows: $79,036.50 on
August 29, 2008; $59,277.38 on March 1, 2009; and monthly installments of
$19,759.13 commencing April 1, 2009 and continuing through final payment on
August 1, 2010. Mr. Hydanus will not be entitled to this change of
control payment if he has failed to fully perform all services reasonably
requested by FIC, if he has been terminated for cause (as defined in the
retention agreement), or if he terminates his employment with FIC prior to
August 29, 2008.
The
foregoing description of the retention agreement does not purport to be complete
and is qualified in its entirety by reference to the agreement, which is
incorporated herein by reference as an exhibit to this Current Report on Form
8-K.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
|
Retention
Agreement, dated June 25, 2008.
|
SIGNATURES
Pursuant
to 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
|
||
|
By:
|
/s/ William B. Prouty
|
|
|
Name:
|
William
B. Prouty
|
|
|
Title:
|
Chief
Executive Officer
|
|
|
Date:
|
June
26, 2008
|
|