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): February 22, 2013

 

 

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 (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	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

 

Item 5.03

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 22, 2013, LSB Industries, Inc. (the “Company”) filed a Certificate of Elimination with the Delaware Secretary of State to eliminate the designation of the Company’s Convertible, Noncumulative Preferred Stock, par value $100 per share (“Noncumulative Preferred”), all outstanding shares of which have been previously redeemed or converted pursuant to the terms of the Noncumulative Preferred. The Certificate of Elimination was effective upon filing and eliminated all references to the Noncumulative Preferred from the Company’s Restated Certificate of Incorporation. All shares of Noncumulative Preferred that were reserved for issuance resumed the status of authorized and unissued shares of the Company’s preferred stock, par value $100 per share. A copy of the Certificate of Elimination is attached as Exhibit 3(i) to this report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statement and Exhibits

 

(d)

Exhibits.

 

Exhibit No.		Description
3(i)		Certificate of Elimination of Convertible, Noncumulative Preferred Stock, dated February 22, 2013.

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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: February 25, 2013

 

Exhibit 3(i)

CERTIFICATE OF ELIMINATION

OF

CONVERTIBLE, NONCUMULATIVE PREFERRED STOCK

OF

LSB INDUSTRIES, INC.

 

 

LSB INDUSTRIES, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies the following:

1. That the Certificate of Designations of the Convertible, Noncumulative Preferred Stock, par value $100 per share, of the Corporation (the “Noncumulative Preferred”) was filed with the Delaware Secretary of State on August 25, 1983 (the “Certificate of Designations”), and the terms of the Certificate of Designation were included in the Corporation’s Restated Certificate of Incorporation, filed with the Delaware Secretary of State on September 2, 1987 (as amended, the “Restated Certificate of Incorporation”).

2. That no shares of Noncumulative Preferred are outstanding.

3. That all shares of the Noncumulative Preferred have been converted, exchanged, redeemed or otherwise acquired by the Corporation, and such shares have the status of authorized and unissued shares of the Corporation’s preferred stock, par value $100 per share, without designation as to class or series, until such shares are once more designated as part of a particular series by the Board of Directors.

4. That on February 22, 2013, the Board of Directors of the Corporation unanimously adopted the following resolutions:

RESOLVED, that no authorized shares of the Noncumulative Preferred are outstanding, and no shares of the Noncumulative Preferred will be issued by the Corporation;

FURTHER RESOLVED, that the Noncumulative Preferred be eliminated as an authorized series within the class of the Corporation’s preferred stock, par value $100 per share; and

FURTHER RESOLVED, that the Chief Executive Officer, President, and each Senior Vice President is hereby authorized and directed to execute and deliver, for filing and on behalf of and in the name of the Corporation, a Certificate of Elimination with the Delaware Secretary of State to eliminate the Noncumulative Preferred.

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 Restated Certificate of Incorporation only those matters set forth in the Restated Certificate of Incorporation with respect to the Noncumulative Preferred.

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IN WITNESS WHEREOF, this Certificate of Elimination has been executed this 22nd day of February 2013, by the Chief Executive Officer of the Corporation.

 

ATTEST:				LSB INDUSTRIES, INC.
/s/ David Shear				By:		/s/ Jack E. Golsen
David Shear, Secretary						Jack E. Golsen, Chief Executive Officer

            (SEAL)

 

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