As Filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
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.)
16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107
____________________________________________________________
(Address of principal executive offices) (Zip Code)
1993 Stock Option and Incentive Plan
____________________________________
(Full Title of Plan)
Heidi L. Brown, Esquire Copy to:
Vice President and Irwin H. Steinhorn, Esquire
Managing Counsel CONNER & WINTERS
LSB INDUSTRIES, INC. One Leadership Square
16 South Pennsylvania Suite 1700
Post Office Box 754 211 North Robinson
Oklahoma City, Oklahoma 73101 Oklahoma City, Oklahoma 73102
(405) 235-4546
_____________________________
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate Registration
registered registered per share(1)(2) offering price fee
__________ __________ _______________ ______________ ____________
Common Stock to 850,000 $4 1/32-6 5/8 $3,712,573 $1,095
be issued under
the 1998 Stock
Option and
Incentive Plan
_________________
<FN>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the price at which
options granted under the 1993 Stock Option and Incentive Plan may
be exercised and, with respect to shares of Common Stock not
subject to outstanding options, on the basis of $4 1/32 per
share, such amount being the average high and low price of the
Common Stock as reported on the New York Stock Exchange on June 24,
1998.
(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 1993 Stock Option Plan may be
exercised:
Number of Shares of Common Stock Exercise Price Per Share
Subject to Outstanding Options of Common Stock
________________________________ _________________________
310,000 $4.125
119,500 $4.1875
360,000 $4.538
32,000 $4.875
15,000 $5.362
2,000 $5.88
2,000 $6.625
9,500 $4.03125*
_______
850,000
*$4 1/32 is the average of the high and low price of the Common Stock as
reported on the New York Stock Exchange on June 24, 1998.
LSB INDUSTRIES, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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
ending December 31, 1997, filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
2. The Company's Annual Report on Form 10-K/A for the year
ending December 31, 1997, filed pursuant to Section 13
of the Exchange Act.
3. The Company's Quarterly Report on Form 10-Q for the three
months ending March 31, 1998, filed pursuant to Section
13 of the Exchange Act.
4. The Company's Amended Quarterly Report on Form 10-Q/A for
the three months ending March 31, 1998, filed pursuant to
Section 13 of the Exchange Act.
5. The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A dated
August 16, 1994, filed 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.
Item 4. Description of Securities.
Not applicable.
II-2
Item 5. Interests of Named Experts and Counsel.
Counsel for the Company, Conner & Winters, A Professional
Corporation, One Leadership Square, Suite 1700, 211 North Robinson,
Oklahoma City, Oklahoma 73102, has rendered an opinion as to the
Common Stock offered hereby. As of the date of this Registration
Statement, Irwin H. Steinhorn, a member of Conner & Winters,
beneficially owned 6,250 shares of the Company's Common Stock.
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.
II-3
Item 8. Exhibits.
Exhibit
Number Description
________ ___________
4.1 1993 Stock Option and Incentive Plan, effective
August 5, 1993
4.2 Form of Incentive Stock Option Agreement
4.3 Form of Incentive Stock Option Agreement (10%
Shareholder)
4.4 Form of Substitute Incentive Stock Option Agreement
5.1 Opinion of Conner & Winters, A Professional
Corporation
15.1 Letter of Acknowledgment regarding unaudited
interim financial information
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Conner & Winters, A Professional
Corporation (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-6)
II-4
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.
II-5
SIGNATURES
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 June 25, 1998.
LSB INDUSTRIES, INC.
By /s/ Jack E. Golsen
________________________________
Jack E. Golsen, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jack E. Golsen and
Heidi L. Brown, jointly and severally, his or her attorneys-in-
fact, each with the power of substitution, for him or her in any
and all capacities, to sign any amendments to this Registration
Statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitution or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed on June 25, 1998, by the
following persons in the capacities indicated:
/s/ Jack E. Golsen
_________________________ President, Chief Executive
Jack E. Golsen Officer, Chairman of the Board
and Director
(Principal Executive Officer)
/s/ Tony M. Shelby
_________________________ Senior Vice President of
Tony M. Shelby Finance and Director
(Principal Financial Officer)
/s/ Jim D. Jones
_________________________ Vice President, Controller and
Jim D. Jones Treasurer
(Principal Accounting Officer)
II-6
/s/ Raymond B. Ackerman
_________________________ Director
Raymond B. Ackerman
/s/ Robert C. Brown
_________________________ Director
Robert C. Brown
/s/ Gerald J. Gagner
_________________________ Director
Gerald J. Gagner
/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
/s/ Jerome D. Shaffer
_________________________ Director
Jerome D. Shaffer
II-7
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
_______ ___________ ___________
4.1 1993 Stock Option and Incentive
Plan, effective August 5, 1993
4.2 Form of Incentive Stock Option
Agreement
4.3 Form of Incentive Stock Option
Agreement (10% Shareholder)
4.4 Form of Substitute Incentive Stock
Option Agreement
5.1 Opinion of Conner & Winters,
A Professional Corporation
15.1 Letter of Acknowledgment regarding
unaudited interim financial information
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Conner & Winters,
A Professional Corporation
(contained in Exhibit 5.1)
24.1 Power of Attorney (see page
II-6)