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) March 6, 2007
LSB
INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-7677
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73-1015226
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
||
|
16
South Pennsylvania, Oklahoma City, Oklahoma
(Address of principal executive offices) |
73107
(Zip
Code) |
|||
Registrant's
telephone number, including area code
(405) 235-4546
Not
applicable
(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 (see General Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Section 3
- Securities and Trading Markets
Item 3.03
Material
Modification to Rights of Security Holders
At
the
Special Meeting of Stockholders held on Tuesday, March 6, 2007, the stockholders
of LSB Industries, Inc. (the “Company”) approved the proposed amendments to the
Certificate of Designations of its $3.25 Convertible Exchangeable Class C
Preferred Stock, Series 2 (the “Series 2 Preferred”).
The
terms
of the Series 2 Preferred originally provided that the holders of Series 2
Preferred have the right to elect two directors to the Company’s board of
directors when at least six quarterly dividends on the Series 2 Preferred are
in
arrears and unpaid. The amendments approved at the Special Meeting provide
that
such right may be exercised only if and so long as at least 140,000 shares
of
Series 2 Preferred are issued and outstanding.
The
amendments also permit the Company to purchase or otherwise acquire shares
of
the Company’s common stock for a five year period even though cumulative accrued
and unpaid dividends exist on the Series 2 Preferred. The five year period
does
not commence unless and until the Company completes a tender offer for at least
180,000 shares of the outstanding Series 2 Preferred.
On
March
6, 2007, the Certificate of Amendment to the Certificate of Designation of
the
Series 2 Preferred was filed with the Office of the Delaware Secretary of State
in the form approved by the stockholders at the Special Meeting. The Certificate
of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference
herein.
Section
9 - Financial Statements and Exhibits
Item
9.01: Financial
Statements And Exhibits.
(c)
Exhibits:
Exhibit
Number Description
3.1 Certificate
of
Amendment to Certificate of Designation of $3.25 Convertible Exchangeable Class
C Preferred Stock, Series 2
99.1 Press
Release, dated March 6,
2007
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: March
6,
2007
LSB
INDUSTRIES, INC.
By: /s/
Tony M. Shelby
Tony
M.
Shelby
Executive
Vice President-Finance,
Chief
Financial Officer
Certificate
of Amendment
to
the
Certificate
of Designations of the
$3.25
Convertible Exchangeable Class C Preferred Stock, Series 2
of
LSB
Industries, Inc.
_________________________________________
To: Secretary
of State
State
of
Delaware
LSB
Industries, Inc., a Delaware corporation (the "Company"), for the purpose of
amending its Restated Certificate of Incorporation by amending the Certificate
of Designations of the $3.25 Convertible Exchangeable Class C Stock, Series
2
(the "Certificate of Designations"), as provided by Section 242 of the Delaware
General Corporation Law, hereby certifies:
1. The
Certificate of Designations was originally filed with the Secretary of State
on
May 21, 1993.
2. The
second paragraph of Section 3(a) of the Certificate of Designations is hereby
amended and restated to read in its entirety as follows:
No
dividends or other distributions, other than dividends payable solely in shares
of Common Stock or other Junior Stock or distributions of Rights, as defined
below, shall be declared, paid or set apart for payment on, and, except as
otherwise provided below in this Section 3(a), no purchase, redemption or other
acquisition shall be made by the Corporation of, any shares of Common Stock
or
other Junior Stock (or any payment made in respect of or made available to
a
sinking fund for the redemption of any shares of Junior Stock) unless and until
all cumulative and unpaid dividends on the Convertible Exchangeable Preferred
Stock shall have been paid or declared and set apart for payment through the
last dividend Due Date. Notwithstanding the foregoing, during the period that
cumulative and unpaid dividends exist on the Convertible Exchangeable Preferred
Stock, the Corporation may purchase, redeem or otherwise acquire in any manner
or for any reason any shares of Common Stock or other Junior Stock (including,
but not limited to, pursuant to existing or future stock option plans or
otherwise) for a period of five years from the completion of an exchange or
tender offer by the Corporation occurring after January 1, 2007, for at least
180,000 outstanding shares of the Convertible Exchangeable Preferred
Stock.
3. The
first
sentence of the first paragraph of Section 7(b) of the Certificate of
Designations is hereby amended and restated to read in its entirety as
follows:
If,
and
only so long as, at least 140,000 shares of Convertible Exchangeable Preferred
Stock are issued and outstanding (excluding shares held in treasury), whenever
dividends on the Convertible Exchangeable Preferred Stock shall be in arrears
and unpaid, whether or not declared, in an amount equal to at least six
quarterly dividends (whether or not consecutive) (i) the number of members
of
the Board shall be increased by two, effective as of the time of election of
such directors as hereinafter provided, and (ii) the holders of the Convertible
Exchangeable Preferred Stock (voting separately as a class with all other
affected classes or series of the Parity Stock upon which like voting rights
have been conferred and are exercisable) will have the exclusive right to vote
for and elect such two additional directors of the Corporation at any meeting
of
stockholders of the Corporation at which directors are to be elected held during
the period that any dividends on the Convertible Exchangeable Preferred Stock
remain in arrears.
4. No
other
provisions of the Certificate of Designations or the Restated Certificate of
Incorporation of the Company are amended or changed by this
Amendment.
5. At
a
meeting of the Board of Directors held on the 9th day of January 2007, a
resolution was duly adopted setting forth the foregoing proposed amendment
declaring such amendment to be advisable and setting a Special Meeting of
Stockholders of the Company for consideration thereof.
6. Thereafter,
pursuant to said resolution of its Board of Directors, the Special Meeting
of
Stockholders of the Company was duly called and held on March 6, 2007, at which
meeting the necessary number of shares as required by statute and the
Certificate of Designations were voted in favor of such amendment.
Such
Amendment was duly adopted in accordance with the provisions of Section 242
of
the Delaware General Corporation Law.
In
Witness Whereof,
the
undersigned does cause this Certificate to be signed by its Chief Executive
Officer and attested by its Secretary this 6th day of March 2007.
LSB
Industries, Inc.,
a
Delaware corporation
Attest:
/s/
David M. Shear /s/
Jack E.
Golsen
David
M.
Shear, Secretary Jack
E.
Golsen, Chief Executive Officer
COMPANY
CONTACT: Investor
Relations Contact:
Tony
M.
Shelby, Chief Financial Officer Linda
Latman (212) 836-9609
(405)
235-4546 Lena
Cati
(212) 836-9611
The
Equity Group Inc.
FOR
IMMEDIATE RELEASE
LSB
INDUSTRIES, INC. ANNOUNCES STOCKHOLDER APPROVAL OF AMENDMENTS TO $3.25 PREFERRED
STOCK
Oklahoma
City, Oklahoma . . . March 6, 2007 . . . LSB Industries, Inc. (“the Company”),
(AMEX: LXU), today announced that at its Special Meeting of Stockholders held
on
Tuesday, March 6, 2007, its stockholders approved the proposed amendments to
the
Certificate of Designations of its $3.25 Convertible Exchangeable Class C
Preferred Stock, Series 2 (the “Series 2 Preferred”).
The
terms
of the Series 2 Preferred originally provided that the holders of Series 2
Preferred have the right to elect two directors to the Company’s board of
directors when at least six quarterly dividends on the Series 2 Preferred are
in
arrears and unpaid. The amendments approved at the Special Meeting provide
that
such right may be exercised only if and so long as at least 140,000 shares
of
Series 2 Preferred are issued and outstanding.
The
amendments also permit the Company to purchase or otherwise acquire shares
of
the Company’s common stock for a five year period even though cumulative accrued
and unpaid dividends exist on the Series 2 Preferred. The five year period
does
not commence unless and until the Company completes a tender offer for at least
180,000 shares of the outstanding Series 2 Preferred.
On
February 9, 2007, the Company commenced a tender offer for up to 309,807 of
the
499,102 shares of Series 2 Preferred currently outstanding. The tender offer
is
scheduled to expire on March 12, 2007, unless extended or earlier terminated
by
the Company. The approval of the amendments to the Certificate of Designation
satisfies one of the conditions precedent to the completion of the tender offer.
LSB
is a
manufacturing, marketing, and engineering company with activities on a world
wide basis. LSB’s principal business activities consist of the manufacture and
sale of commercial and residential climate control products, the manufacture
and
sale of chemical products for the mining, agricultural and industrial markets,
the provision of specialized engineering services, and other activities.
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