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) April 26, 2007
LSB
INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-7677
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73-1015226
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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||
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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
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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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 3.02:
Unregistered
Sales of Equity Securities
On
April
26, 2007, Jayhawk Institutional Partners, L.P. (“Jayhawk”) exercised its right
to convert $1.0 million principal amount of the 7% Convertible Senior
Subordinated Debentures due 2011 (the “Debentures”) of LSB Industries, Inc. (the
“Company”). Pursuant to the terms of the Indenture, dated March 3, 2006,
governing the Debentures, the conversion rate was 141.04 shares of common
stock
for each $1,000 principal amount of converted Debentures. As a result, the
Company will issue to Jayhawk 141,040 shares of common stock.
In
connection with the conversions, the Company agreed to pay Jayhawk $35,000,
representing interest that would be due in September 2007. This conversion
reduces the Company’s debt by $1.0 million and correspondingly increases
stockholders’ equity by the same amount. With this conversion, all $18 million
principal amount of the Debentures originally issued by the Company in March
2006 have been converted, and no Debentures remain outstanding. The Company
has
issued a total of 2,542,288 shares of common stock as a result of conversion
of
the $18 million principal amount of Debentures.
The
issuance of the common stock to Jayhawk upon conversion of the Debentures
will
be made in reliance on the exemption from registration provided by Section
3(a)(9) of the Securities Act of 1933, as amended (the “Act”). The conversion
was effected without any form of general solicitation or general advertising.
No
commission or other remuneration was paid directly or indirectly for soliciting
this transaction. The shares of common stock issued upon conversion of the
outstanding Debentures are registered for resale under the Company’s Form S-1
Registration Statement, file number 333-134111, declared effective May 26,
2006,
as amended by a Post-Effective Amendment No. 1 declared effective on April
18,
2007.
As
of
April 16, 2007, and including the conversion of the Debentures described
above,
Jayhawk and its affiliates, Kent C. McCarthy, Jayhawk Capital Management,
L.L.C., and Jayhawk Investments, L.P. (collectively, the “Jayhawk Group”) were
the owners of 2,661,070 shares of the Company’s common stock, representing
approximately 13.6% of the Company’s issued and outstanding shares of common
stock, with
the
right to acquire an additional 783,547
shares
of common stock issuable upon conversion of other Company securities held
by the
Jayhawk Group.
Section
9 - Financial Statements and Exhibits
Item
9.01: Financial
Statements and Exhibits
(d)
Exhibits.
Exhibit Description
99.1 Press
Release issued by LSB Industries, Inc. dated April 27, 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: May
1,
2007.
LSB
INDUSTRIES,
INC.
By: /s/
Tony M. Shelby
Tony
M. Shelby
Executive
Vice President-Finance,
Chief
Financial 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.
LSB
INDUSTRIES, INC. ANNOUNCES CONVERSION OF
FINAL
$1 MILLION OF ITS 7% CONVERTIBLE DEBENTURES
Oklahoma
City, Oklahoma . . . April 27, 2007 . . . LSB Industries, Inc. (“the Company”),
whose common stock is traded on the American Stock Exchange under the symbol
LXU
(AMEX: LXU), today announced that Jayhawk Institutional Partners, L.P.
(“Jayhawk”), the owner of the last remaining $1.0 million outstanding of the
Company’s 7% Convertible Senior Subordinated Debentures due 2011 (the
“Debentures”), exercised their right to convert such $1 million principal amount
of the Debentures into 141,040 shares of the Company’s common stock. In
connection with the conversion, the Company agreed to pay to Jayhawk $35,000,
representing interest that would be due in September 2007, on the $1 million
of
Debentures. This conversion decreases the Company’s debt by $1 million and
correspondingly increases stockholders’ equity by approximately the same amount.
Pursuant to the terms of the Indenture dated March 3, 2006, governing the
Debentures, the conversion rate was 141.04 shares of common stock for each
$1,000 principal amount of converted Debentures. As a result of this conversion,
all $18 million of the Company’s Debentures have been converted.
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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