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) December 20,
2006
LSB
INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
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)
|
(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
|
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))
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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
December 20, 2006, Technology Yield Fund (“Technology”) exercised its right to
convert its entire $500,000 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 governing the Debentures, the
conversion rate was 141.25 shares of common stock for each $1,000 principal
amount of converted Debentures. As a result, the Company will issue to an
aggregate of 70,625 shares of common stock to Technology.
In
connection with the conversion, the Company has agreed to pay $17,500 to
Technology, representing six months of interest that would have been due
in
March 2007 on these Debentures if not converted. The conversion reduces the
Company’s debt by $500,000 and correspondingly increases stockholders’ equity by
approximately the same amount. Following this conversion, $4.0 million of
the
principal amount of the Debentures remains outstanding.
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 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 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.
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 adjustment.
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: December
22, 2006
LSB
INDUSTRIES,
INC.
By:
/s/
Tony M. Shelby
Tony
M. Shelby
Executive
Vice President-Finance,
Chief
Financial Officer