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) January 12,
2009
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) |
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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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
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5 – Corporate Governance and Management
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Item
5.03
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Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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In
connection with the January 5, 2009 expiration of LSB Industries, Inc.’s (the
“Company”) former preferred share rights plan (the “Expired Plan”), the Company
filed a Certificate of Elimination with the Delaware Secretary of State on
January 12, 2009, to eliminate the designation of the Company’s Series 3
Participating Class C Preferred Stock (“Series 3 Preferred”) that was issuable
under the Expired Plan. The Certificate of Elimination eliminated all
reference to the Series 3 Preferred from the Company’s Restated Certificate of
Incorporation. All shares of Series 3 Preferred reserved for issuance
under the Expired Plan resumed the status of authorized and unissued shares of
the Company’s Class C Preferred Stock. A copy of the Certificate of
Elimination is attached as Exhibit 3(i).1 to this report on Form 8-K and is
incorporated herein by reference.
The
Company previously disclosed its adoption of the Renewed Rights Agreement with
UMB Bank, n.a., as Rights Agent, providing for a new preferred share rights plan
in the Company’s current report on Form 8-K, filed with the Securities and
Exchange Commission on December 5, 2008. As previously disclosed, the
Renewed Rights Agreement became effective upon the expiration of the Expired
Plan.
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Item
9.01
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Financial
Statement and Exhibits
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(d) Exhibits.
Exhibit
No. Description
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3(i).1
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Certificate
of Elimination of Series 3 Participating Class C Preferred Stock, dated
January 7, 2009.
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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: January
13, 2009
LSB
INDUSTRIES, INC.
By: /s/ Tony M. Shelby
Tony M.
Shelby,
Executive
Vice President of Finance and Chief Financial Officer
- -
CERTIFICATE
OF ELIMINATION
OF
SERIES
3 PARTICIPATING CLASS C
PREFERRED
STOCK
OF
LSB
INDUSTRIES, INC.
____________________________________________
LSB
INDUSTRIES, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (hereinafter called the “Corporation”),
hereby certifies the following:
1. That
the Certificate of Designations of the Series 3 Participating Class C Preferred
Stock, no par value, of the Corporation (the “Series 3 Preferred”) was filed
with the Delaware Secretary of State on February 5, 1999 (the “Certificate of
Designations”).
2. That
no shares of the Series 3 Preferred are outstanding and no shares of Series 3
Preferred subject to the Certificate of Designations previously filed with
respect to the Series 3 Preferred will be issued.
3. All
shares of Series 3 Preferred reserved for issuance shall have the status of
authorized and unissued shares of the Corporation’s Class C Preferred
Stock.
4. That
effective November 13, 2008, the Board of Directors of the Corporation
unanimously adopted the following resolutions:
RESOLVED
FURTHER, that upon the Existing Rights Plan Expiration Date it does not appear
that any shares of the series designated as Series 3 Participating Class C
Preferred Stock will be issued and outstanding and, if, upon the Existing Rights
Plan Expiration Date, no shares of Series 3 Participating Class C Preferred
Stock are outstanding, the officers of the Corporation are hereby authorized and
directed, for and on behalf of the Corporation, to execute, deliver and file
with the Delaware Secretary of State a Certificate of Elimination to eliminate
the Series designated as Series 3 Participating Class C Preferred
Stock.
5. That
pursuant to the provisions of § 151(g) of the Delaware General Corporation Law,
upon the effective date of the filing of this Certificate, this Certificate will
have the effect of eliminating from the Corporation’s Restated Certificate of
Incorporation only those matters set forth in the Certificate of Designations,
with respect to the Series 3 Preferred.
IN
WITNESS WHEREOF, this Certificate of Elimination has been executed this 7th day of
January 2009, by the Chief Financial Officer of the Company.
LSB INDUSTRIES,
INC.
By: /s/ Tony M. Shelby
Tony M.
Shelby,
Chief Financial
Officer