UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): November 1, 2018
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.) |
3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma | 73116 | |
(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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Correction to SeriesE-1 Preferred Certificate of Designations
As previously announced, on October 18, 2018, LSB Industries, Inc. (the “Company”) filed a certificate of designations for its SeriesE-1 Cumulative Redeemable Class C Preferred Stock (the “Certificate of Designations” and such stock, the “SeriesE-1 Preferred”). It has been determined that the Certificate of Designations contained an inaccuracy or defect in that it inadvertently stated that the participation right at issuance of the SeriesE-1 Preferred in dividends and liquidating distributions (the “Participation Right”) was equal to 456,225 shares of common stock of the Company. Such Participation Right should have been stated as 303,646 shares of common stock of the Company. The Certificate of Designations was corrected by the filing of a certificate of correction to the Certificate of Designations (the “Certificate of Correction”) with the Secretary of State of the State of Delaware on November 1, 2018. Apart from the foregoing correction to the Participation Right, no changes were made to the Certificate of Designations.
The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is filed as Exhibit 4.1 to this Current Report on Form8-K and is incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
4.1 | Certificate of Correction to Certificate of Designations of the SeriesE-1 Cumulative Redeemable Class C Preferred Stock of LSB Industries, Inc. |
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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: November 1, 2018
LSB INDUSTRIES, INC. | ||
By: | /s/ Mark T. Behrman | |
Name: | Mark T. Behrman | |
Title: | Executive Vice President and Chief Financial Officer |
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Exhibit Index
Exhibit Number | Description | |
4.1 | Certificate of Correction to Certificate of Designations of the SeriesE-1 Cumulative Redeemable Class C Preferred Stock of LSB Industries, Inc. |
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