As Filed with the Securities and Exchange Commission on August 19, 2002 Registration No. 333-_______
UNDER
THE SECURITIES ACT OF 1933
LSB
INDUSTRIES,
INC.
(Exact name of registrant as specified in its charter)
Delaware
73-1015226
(State of Incorporation) (I.R.S. Employer Identification No.)
Outside Directors Stock Purchase Plan
|
Heidi L. Brown, Esquire |
Copy to: |
|
Title of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share(1)(2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee |
| Common Stock to be issued under the 1998 Stock Option and Incentive Plan | 987,800 | $1.25 - $3.00 | $1,425,823 | $131.18 |
| Common Stock to be issued under the Outside Directors Stock Purchase Plan | 400,000 | $1.25 - $3.23 | $1,054,400 | $97.00 |
(1) Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating
the
registration fee on the basis of the price at which options granted under the Outside
Director Stock
Purchase Plan may be exercised and, with respect to shares of Common
Stock not subject to
outstanding options, on the basis of $3.23 per share, such amount
being the average of the high
and low price of the Common Stock as reported on the
NASDAQ Bulletin Board on August 16,
2002.
(2) The maximum offering price per share and the maximum aggregate offering price are based
upon
the following prices at which outstanding options granted under the Outside
Directors Stock
Purchase Plan and the 1998 Stock Option and Incentive Plan may be
exercised:
| Number of Shares of
Common Stock Subject to Outstanding Options |
Exercise Price Per Share of Common Stock |
Aggregate Offering Price | |
| 749,800 | $1.25 | $ 937,250 | |
| 253,500 | $1.375 | $ 348,563 | |
| 87,000 | $2.73 | $ 237,510 | |
| 17,500 | $3.00 | $ 52,500 | |
|
| |||
|
TOTALS |
1,107,800 |
$1,575,823 |
| Number of Shares of Common Stock Available for Future Options |
Exercise Price Per Share of Common Stock |
Aggregate Offering Price | |
| 280,000 | $3.23* | $ 904,400 |
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission:
1. The Company's Annual Report on Form 10-K for the year ended December 31, 2. The Company's Annual Report on Form 10-K/A for the year ended December 31,
2001, filed on April 23, 2002 pursuant to Section 13 of the Exchange Act;
3. The Company's Quarterly Report on Form 10-Q for the three months ended
March
31, 2002, filed on May 20, 2002 pursuant to Section 13 of the Exchange Act;
4. The Company's Quarterly Report on Form 10-Q for the three months and six
months ended June 30, 2002, filed on August 19, 2002 pursuant to Section 13 of
the Exchange Act;
5. The Company's current reports on Form 8-K (Date of Event: May 24, 2002) filed
on June 10, 2002; (Date of Event: March 11, 2002) filed on March 22, 2002; and
6. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A dated August 16, 1994, pursuant to Section
12 of the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Counsel for the Company, Conner & Winters, P.C., One Leadership Square, Suite 1700, 211 North Robinson, Oklahoma City, Oklahoma 73102, has rendered an opinion as to the validity of the Common Stock being registered.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability (i) for any breach of their duty of loyalty to the company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) for unlawful payments or dividends or unlawful stock repurchases or redemptions as provided Section 174 of Delaware General Corporation Law or (iv) for transactions from which the director derived an improper personal benefit.
The Company carries officer and director liability insurance with respect to certain matters, including matters arising under the Securities Act of 1933, as amended (the "Securities Act").
Insofar as indemnification for liabilities arising under the Securities Act is permitted to directors and officers of the Corporation pursuant to the foregoing provisions, or otherwise, the Company has been informed that in the opinion of the Commission such indemnification is against public policy, as expressed in the Securities Act, and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
Exhibit
Number Description
4.1 Outside Director Stock Purchase Plan, effective June 24, 1999
4.2 Form of Outside Director Stock Purchase Agreement
4.3 1998 Stock Option and Incentive Plan, effective August 13, 1998
4.4 Form of Incentive Stock Option Agreement
4.5 Form of Incentive Stock Option Agreement (10% Shareholder)
5.1 Opinion of Conner & Winters, P.C.
15.1 Letter of Acknowledgment regarding unaudited interim financial information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Conner & Winters, P.C. (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-6)
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Item 9. Undertakings.
A. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a
post-
effective
amendment to this registration statement to include any material
information with
respect to the plan of distribution not previously disclosed
in the registration
statement or any material change to such information in
the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933,
as amended (the "Securities Act"), each such post-effective
amendment shall be
deemed to be a new registration statement relating to
the securities offered therein,
and the offering of such securities at that
time shall be
deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto, duly authorized, in the City of Oklahoma City, Oklahoma on August 19, 2002.
LSB INDUSTRIES, INC.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed on August 19, 2002, by the following persons in the capacities indicated:
/s/ Jack E. Golsen President, Chief Executive Officer,
Jack E. Golsen Chairman of the Board and Director
(Principal Executive Officer)
/s/
Tony M.
Shelby Senior Vice President of Finance
Tony M. Shelby and Director
(Principal Financial Officer)
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/s/
Jim D.
Jones Vice President, Controller and Treasurer
Jim D. Jones (Principal Accounting Officer)
/s/ Raymond B.
Ackerman Director
Raymond B. Ackerman
/s/ Robert C.
Brown Director
Robert C. Brown
Director
Dr. Allen Ford
/s/ Barry H. Golsen Director
Barry H. Golsen
/s/ David R.
Goss Director
David R. Goss
/s/ Bernard G. Ille Director
Bernard G. Ille
/s/ Donald W.
Munson Director
Donald W. Munson
/s/ Horace G.
Rhodes Director
Horace G. Rhodes
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