SEC Filing | LSB Industries

View:

SECURITIES AND EXCHANGE COMMISSION                                         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)                  May 12, 2005

                                LSB INDUSTRIES, INC.
                                         (Exact name of registrant as specified in its charter)

	Delaware .	1-7677 .	73-1015226
	(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107
(Address of principal executive offices) (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:

| __ | Written communications pursuant to Rule 425 under the Securities Act

| __ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act

| __ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

| __ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 12, 2005 the Board of Directors approved an amendment to the Bylaws of LSB Industries, Inc. to increase the maximum number of directors that shall constitute the whole Board of Directors from twelve to thirteen. The resolution adopting the amendment to the Bylaws is attached hereto as Exhibit 3.1.

Item 7. Financial Statements and Exhibits.

(c) Exhibits

3.1 Resolution of the Board of Directors of LSB Industries, Inc., adopted May 12, 2005.

SIGNATURES

Pursuant to the 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.

Dated: March 18, 2005.
LSB INDUSTRIES, INC.

                                                        By: /s/ Tony M. Shelby
                                                        Tony M. Shelby,
                                                        Executive Vice President and
                                                        Chief Financial Officer

RE: Resolution Adopted by the Board of Directors of LSB Industries, Inc. on May 12, 2005

"RESOLVED, that Article IV, Section 1 of the By-Laws of LSB Industries, Inc. shall be and is hereby amended to read as follows:

ARTICLE IV, Section 1. Number, Term, Qualification and Vacancies.

The property, business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.

The number of directors that shall constitute the whole Board of Directors may be fixed from time to time pursuant to a resolution adopted by a vote of two-thirds of the entire Board of Directors and may consist of no fewer than three and no more than thirteen members. The directors shall be divided into three classes. Each class shall consist, as nearly as possible, of one-third of the whole number of the Board of Directors. At each annual election of the successors that year shall be elected to hold office for a term of three years. Each director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors and officers need not be shareholders.

Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Each director chosen to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such directors shall have been chosen and until his successor is duly elected and qualified or until his earlier resignation or removal.

The By-Laws of LSB Industries, Inc., dated January 28, 1997, as amended and modified by the First Amendment to LSB Industries, Inc.'s By-Laws, dated October 6, 1986, by the Second Amendment to the By-Laws, dated November 7, 1986, by the Third Amendment to the By-Laws, dated June 1, 1989, by the Fourth Amendment to the By-Laws, dated June 15, 1990, by the Fifth Amendment to the By-Laws, dated November 11, 1993 by the Sixth Amendment to the By-Laws of LSB Industries, Inc., dated May 8, 1997 by the Seventh Amendment to the By-Laws of LSB Industries, Inc. dated August 13, 1998, by the Eighth Amendment to the By-Laws of LSB Industries, Inc. dated May 13, 1999 and this Ninth Amendment to the By-Laws of LSB Industries, Inc. dated May 12, 2005, set forth the entire By-Laws of LSB Industries, Inc. The amendment to the Company's By-Laws as set forth in this Ninth Amendment to the By-Laws of LSB Industries, Inc. is effective as of the 12th day of May, 2005, the date of the meeting at which the member s of the Board of Directors adopted and approved such amendment."