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) September 15,
2006
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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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
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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)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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|
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
September 15, 2006, a holder of 7% Convertible Senior Subordinated Debentures
due 2011 (the “Debentures”) of LSB Industries, Inc. (the “Company”) converted
$2.5 million principal amount of the Debentures. As a result of the conversion,
the Company has or will issue to the holder 353,125 shares of the common
stock
of the Company. Pursuant to the terms of the Indenture, dated March 3, 2006,
governing the Debentures, the conversion rate was 141.25 shares of common
stock
for each $1,000 principal amount of converted Debentures. In connection with
the
conversion, the Company agreed to pay the holder an aggregate of $87,500
in
prepaid interest. The issuance of the common stock 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 made 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 and issuable 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
a
result of the above described conversion, $14.5 million of the principal
amount
of the Debentures remain outstanding. During the period from September 1,
2006
to February 28, 2009, the conversion rate of the Debentures declines every
six
months, starting at 141.25 shares and ending at 129.23 shares per $1,000
principal amount of Debentures (representing an approximate conversion price
of
between $7.08 and $7.74 during such period). On and after March 1, 2009,
the
conversion rate is 125 shares per $1,000 principal amount of Debentures
(representing a conversion price of $8.00 per share). The conversion rate
is
subject to certain anti-dilution adjustments.
Section
9 - Financial Statements and Exhibits
Item
9.01: Financial
Statements And Exhibits.
Exhibit
Number Description
99.1 Press
Release, dated September 20, 2006.
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: September
20, 2006
LSB
INDUSTRIES, INC.
By:
/s/ Tony
M.
Shelby
Tony
M.
Shelby
Executive
Vice President-Finance,
Chief
Financial Officer
COMPANY
CONTACT: Tony
M.
Shelby
Executive Vice President
(405) 235-4546
Executive Vice President
(405) 235-4546
Investor
Relations Contact: Linda
Latman (212) 836-9609
Lena Cati (212) 836-9611
The Equity Group, Inc.
Lena Cati (212) 836-9611
The Equity Group, Inc.
September
20, 2006
AMEX:LXU
LSB
INDUSTRIES, INC. ANNOUNCES
CONVERSION
OF $2.5 MILLION OF ITS
7%
CONVERTIBLE DEBENTURES
Oklahoma
City, Oklahoma . . . September 20, 2006 . . . LSB Industries, Inc. (“the
Company”), whose common stock is traded on the American Stock Exchange under the
symbol LXU (AMEX: LXU), today announced that on September 15, 2006, a holder
of
the Company’s 7% Convertible Senior Subordinated Debentures due 2011 (the
“Debentures”) converted $2.5 million principal amount of the Debentures into
common stock of the Company. As a result, the Company issued or will be issuing
to the holder 353,125 shares of the Company’s common stock. In connection with
the conversion, the Company agreed to pay the holder $87,500 in prepaid
interest. This conversion decreases debt by $2.5 million and correspondingly
increases stockholders’ equity by $2.5 million. Pursuant to the terms of the
Indenture dated March 3, 2006, governing the Debentures, the conversion rate
was
141.25 shares of common stock for each $1,000 principal amount of converted
Debentures.
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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