form_8k.htm
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 5, 2008
(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, Oklahoma
City, Oklahoma
(Address
of principal executive offices)
|
|
73107
(Zip
Code) |
| |
|
|
|
|
Registrant's telephone number,
including area code (405) 235-4546
(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)
|
| |
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| |
o
|
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))
|
Section
1 – Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement
On December
8, 2008, El Dorado Chemical Company ("EDC"), a wholly-owned subsidiary of LSB
Industries, Inc. (the "Company"), received the executed Anhydrous Ammonia Sales
Agreement, to be effective January 1, 2009 (the "Agreement"), with Koch Nitrogen
International Sarl ("Koch"). The Agreement describes the terms and
conditions under which Koch will supply to EDC 100% of the anhydrous ammonia
required by EDC for processing at EDC's El Dorado, Arkansas chemical processing
facility, subject to certain exceptions. Anhydrous ammonia is the
primary raw material for the chemical products manufactured and sold by EDC. The
Agreement follows a previous sales agreement, dated March 9, 2005, as
amended, between EDC, Koch, and Koch Nitrogen Company, which will terminate
pursuant to its terms on December 31, 2008.
Section
8 – Other Events
Item
8.01. Other Events
On December
5, 2008, the Company purchased a total of $2,500,000 aggregate principal amount
of its 5.5% Convertible Senior Subordinated Debentures due 2012 (the
“Debentures”) for $1,631,250, plus accrued interest. This purchase was funded
from the Company’s working capital.
The
Debentures are convertible by the holders, in whole or in part, into shares of
the Company’s common stock prior to their maturity at a conversion rate of 36.4
shares of our common stock per $1,000 principal amount of debentures
(representing a conversion price of $27.47 per share of common stock), subject
to adjustment under certain conditions. The closing price of the Company’s
common stock on December 4, 2008 was $7.04 per share.
As a result
of the December 5th purchase and the previously disclosed purchases of
Debentures by the Company, the Company has purchased $19.5 million aggregate
principal amount of Debentures. Gain on these purchases will be
recognized in 2008. The aggregate purchase price paid for these
purchases was approximately $13.2 million, plus accrued interest. As
of the date of this report, $40.5 million aggregate principal amount of the
Debentures remain outstanding. All of these purchases of Debentures
were unsolicited by the Company and were privately negotiated.
This
report is not an offer or a solicitation of an offer to sell or exchange any
security.
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 11, 2008
LSB INDUSTRIES,
INC.
By: /s/Tony M. Shelby
Name: Tony M.
Shelby
Title: Executive
Vice President of Finance,
Chief Financial
Officer