FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LSB INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 73-1015226
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
16 South Pennsylvania
Oklahoma City, Oklahoma 73107
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $.10 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
Common Stock, $.10 Par Value ("Common Stock").
Dividend Rights. Holders of Common Stock are entitled to
receive dividends only when, as and if declared by the Board of Directors. No
dividends may be paid on Common Stock until all required dividends are paid on
the outstanding shares of the Company's Preferred Stock, or declared and
amounts set apart for their payment for the current period, and if cumulative,
prior periods.
Voting and Other Rights. Each outstanding share of Common
Stock is entitled to one vote at meetings of stockholders of the Company. The
Common Stock does not have cumulative voting rights. The Common Stock does
not have any preemptive, subscription or conversion rights. Upon any
dissolution, liquidation or winding up of the Company, whether voluntary or
involuntary, holders of the Common Stock are entitled to share ratably in the
assets available for distribution to such stockholders after the payment of
all prior claims, including liquidation rights of holders of the Company's
then outstanding Preferred Stock.
The Company's Certificate of Incorporation requires a vote of
two-thirds of the outstanding shares of voting stock of the Company to amend
the Certificate of Incorporation to eliminate the staggered Board of Directors
or to approve a merger, consolidation, sale of all or substantially all of the
assets of the Company, dissolution, liquidation or similar transaction.
Preferred Stock Purchase Rights. On February 17, 1989, the
Company's Board of Directors declared a dividend to its common stockholders of
record on February 27, 1989, of one preferred stock purchase right on each of
the Company's outstanding shares of Common Stock. The rights expire on
February 27, 1999. The Company issued the rights, among other reasons, in
order to assure that all of the Company's stockholders receive fair and equal
treatment in the event of any proposed takeover of the Company and to guard
against abusive partial tender tactics to gain control of the Company. The
rights will become exercisable only if a person or group acquires beneficial
ownership of 30% or more of the Company's Common Stock or announces a tender
or exchange offer the consummation of which would result in the ownership by a
person or group of 30% or more of the Common Stock, except any acquisition by
Jack E. Golsen, Chairman of the Board and President of the Company, and
certain other related persons or entities.
Each right (other than the rights owned by the acquiring person
or members of a group that causes the rights to become exercisable, which
became void) will entitle the stockholder to buy one one-hundredth of a share
of a new series of participating preferred stock at an exercise price of
$14.00 per share. Each one one-hundredth of a share of the new preferred
stock purchasable upon the exercise of a right has economic terms designed to
approximate the value of one share of the Company's Common Stock. If another
person or group acquires the Company in a merger or other business combination
transaction, each right will entitle its holder (other than rights owned by
that person or group, which become void) to purchase at the rights' then
current exercise price, a number of the acquiring company's common shares
which at the time of such transaction would have a market value two times the
exercise price of the right. In addition, if a person or group (with certain
exceptions) acquires 30% or more of the Company's outstanding Common Stock,
each right will entitle its holder (other than the rights owned by the
acquiring person or members of the group that results in the rights becoming
exercisable, which become void) to purchase at the right's then current
exercise price a number of shares of the Company's Common Stock having a
market value of twice the right's exercise price in lieu of the new preferred
stock.
Until the rights become exercisable, the rights will be
represented by and transferred with, and only with, the Company's Common
Stock, and new certificates issued for Common Stock after February 27, 1989,
contain or will contain a legend incorporating the rights by reference. Until
the rights become exercisable, the surrender or transfer of any Common Stock
certificates will also constitute the transfer of the rights associated with
the Common Stock represented by such certificate.
Following the acquisition by a person or group of beneficial
ownership of 30% or more of the Company's outstanding Common Stock (with
certain exceptions) and prior to an acquisition of 50% or more of the
Company's Common Stock by the person or group, the Board of Directors may
exchange the rights (other than the rights owned by the acquiring person or
members of the group that results in the rights becoming exercisable, which
become void), in whole or in part, for shares of the Company's Common Stock.
That exchange would occur at an exchange ratio of one share of Common Stock,
or one one-hundredth of a share of the new series of participating preferred
stock, per right.
Prior to the acquisition by a person or group of beneficial
ownership of 30% or more of the Company's Common Stock (with certain
exceptions) the Company may redeem the rights for one cent per right at the
option of the Company's Board of Directors. The Company's Board of Directors
also has the authority to reduce the 30% thresholds to not less than 10%
Other Anti-Takeover Provisions. The Company's Certificate of
Incorporation provides for three classes of directors having staggered terms.
The term of office of each class is for three years. Under the Delaware
General Corporation Law, if a board of directors is classified, a director on
such a board may be removed by shareholders only for cause, unless the
Certificate of Incorporation otherwise provides. The Company's Certificate of
Incorporation does not provide otherwise. In this regard, the Company's
Bylaws, adds a definition of "cause" for the purpose of removal of a director.
"Cause" is defined to exist only if the director whose removal is proposed has
been convicted of a felony by a court of competent jurisdiction or has been
adjudged by a court of competent jurisdiction to be liable for intentional
misconduct or knowing violation of law in the performance of such director's
duty to the Company and, in each case, only after such adjudication is no
longer subject to direct appeal.
In addition, the Company's Bylaws provide a procedure for
filling a vacancy on the Company's Board of Directors resulting from a newly
created directorship, removal or resignation of a director. Pursuant to those
procedures, such a vacancy shall be filled only by the affirmative vote of a
majority of the directors then in office. Therefore, shareholders would not
have the power to elect any director to fill such vacancy.
Further, the Company's Bylaws provide for certain procedures to
be followed in order to obtain a consent of shareholders of the Company in
lieu of a meeting, the business that may be conducted at a meeting of
shareholders of the Company and who may be eligible for election as directors
of the Company. The Bylaws of the Company further provide that they may only
be amended by a vote of a majority of the directors then in office or by a
vote of the holders of two-thirds of the issued and outstanding shares of
stock of the Company entitled to vote.
The foregoing provisions of the Certificate of Incorporation
and Bylaws could render more difficult or discourage a tender offer or proxy
contest for control of the Company and could have the effect of making it more
difficult to remove incumbent management in such situations.
Item 2. Exhibits.
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
LSB INDUSTRIES, INC.
(Registrant)
By /s/Heidi L. Brown
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Heidi L. Brown
Vice President
Managing Counsel
Dated: August 16, 1994
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