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): July 17, 2009
(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 Avenue,
Oklahoma City, Oklahoma
(Address
of principal executive offices)
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73107
(Zip
Code) |
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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):
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
8 – Other Events
Item
8.01. Other Events
LSB
Industries, Inc. (the “Company”) has reached an agreement with the U.S.
Securities & Exchange Commission (“SEC”), and on July 17, 2009, the SEC
entered an order pursuant to the agreement, resolving the previously disclosed
inquiry by the SEC. The SEC’s inquiry concerned a 2004 change in
inventory accounting from LIFO to FIFO involving approximately $500,000 by one
of the Company’s subsidiaries, and, as a result, in December, 2005, the Company
restated its 2004 audited financial statements and its interim unaudited
financial statements contained in its Form 10-Qs for the first and second
quarters of 2005. Under the order, LSB has agreed not to violate
Sections 13(a) and 13(b)(2)(A) of the Securities Exchange Act of 1934, as
amended, and Rules 13a-1 and 13a-13 thereunder. LSB consented to this
order without, and the order provides that LSB is not, admitting or denying any
wrongdoing. The SEC’s order contains no finding of securities fraud
or violation of any anti-fraud provision of the federal securities laws and
related SEC rules. Under the terms of the order, the Company is not
required to pay any fines or monetary penalties in connection with this
matter.
In
addition, Jimmie D. Jones, LSB’s former Principal Accounting Officer and
Controller, who resigned from those positions on August 15, 2008, but continues
to serve as LSB’s Senior Vice President and Treasurer, has also consented to the
order, without admitting or denying any wrongdoing, to cease and desist from
committing or causing any violations of Sections 13(b)(2)(A) and 13(b)(5) of the
Exchange Act and Exchange Act Rule 13b2-1 and from causing any violations and
future violations of Sections 13(a) and Rules 13a-1 and 13a-13. The
SEC’s order also contains a finding of a violation by Mr. Jones of Section
4C(a)(3) of the Exchange Act and Rule 102(e)(1)(iii) of the Commission’s Rules
of Practice, and Mr. Jones has consented in the order not to appear or practice
before the SEC as an accountant, subject to submitting application for
reinstatement two years after the date of the final order. Under the
terms of the order, Mr. Jones is not required to pay any fines or other monetary
penalties in connection with this matter.
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: July
20, 2009
LSB
INDUSTRIES, INC.
By: /s/Tony M. Shelby
Name: Tony
M.
Shelby
Title:
Executive Vice President and
Chief
Financial Officer