As Filed with the Securities and Exchange Commission on September 3, 1998
Registration No. 333-_________
==========================================================================
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)
Non-Qualified Stock Option Agreement - 1998 (Bernie Calkin)
Non-Qualified Stock Option Agreement - 1998 (Jerry Davis)
Non-Qualified Stock Option Agreement - 1998 (Gary Eck)
Non-Qualified Stock Option Agreement - 1998 (Larry Fitzwater)
Non-Qualified Stock Option Agreement - 1998 (Ralph Freeman)
Non-Qualified Stock Option Agreement - 1998 (Bob Giovando)
Non-Qualified Stock Option Agreement - 1998 (Phil Gough)
Non-Qualified Stock Option Agreement - 1998 (Kevin Harman)
Non-Qualified Stock Option Agreement - 1998 (George Hogg)
Non-Qualified Stock Option Agreement - 1998 (Warren Jones)
Non-Qualified Stock Option Agreement - 1998 (Paul Keeling)
Non-Qualified Stock Option Agreement - 1998 (Bill Manion)
Non-Qualified Stock Option Agreement - 1998 (Dick Milliken)
Non-Qualified Stock Option Agreement - 1998 (Oldrich Machacek)
Non-Qualified Stock Option Agreement - 1998 (Anne Rendon)
Non-Qualified Stock Option Agreement - 1998 (Andrew Rodgers)
Non-Qualified Stock Option Agreement - 1998 (Paul Rydlund)
Non-Qualified Stock Option Agreement - 1998 (Mike Samons)
Non-Qualified Stock Option Agreement - 1998 (Byron Smith)
Non-Qualified Stock Option Agreement - 1998 (Mike Wolfe)
Non-Qualified Stock Option Agreement - 1998 (Terry Wright)
____________________________________________________________
(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
_____________________________
CALCULATION OF REGISTRATION FEE
_______________________________
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate Registration
registered registered per share(1) offering price(1) fee
__________ __________ ______________ _______________ ____________
Common Stock to 75,000 $4.1875 $314,062 $93
be issued under
Non-Qualified
Stock Option
Agreements
_________________
<FN>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $4.1875, which is
the exercise price of the options granted under the Non-Qualified
Stock Option Agreements - 1998.
</FN>
LSB INDUSTRIES, INC.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Explanatory Note: The Section 10(a) Prospectus being delivered by
LSB Industries, Inc. (the "Company") to certain employees of the
Company pursuant to their individual Non-Qualified Stock Option
Agreements with the Company as required by Rule 428 under the
Securities Act of 1933, as amended (the "Act"), have been prepared
in accordance with the requirements of Form S-8 and relate to
shares of common stock, par value $.10 per share, of the Company
which have been reserved for issuance pursuant to the Non-Qualified
Stock Option Agreements. Information regarding the Non-Qualified
Stock Option Agreements required in the Section 10(a) Prospectus is
included in the documents being maintained and delivered by the
Company as required by Rule 428 under the Act. The Company will
provide to each of the employees who is a party to a Non-Qualified
Stock Option Agreement a written statement advising them of the
availability without charge, upon written or oral request, of
documents incorporated by reference herein, as required by Item 2
of Part I of Form S-8. Upon request, the Company will furnish to
the Securities and Exchange Commission or its staff a copy or
copies of all the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement incorporates herein by reference
the following documents and information which have been filed by
LSB Industries, Inc. (the "Company") with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"):
1. The Company's Annual Report on Form 10-K for the year
ending December 31, 1997.
2. The Company's Annual Report on Form 10-K/A for the year
ending December 31, 1997.
3. The Company's Quarterly Report on Form 10-Q for the three
months ending March 31, 1998.
4. The Company's Amended Quarterly Report on Form 10-Q/A for
the three months ending March 31, 1998.
II-1
5. The Company's Quarterly Report on Form 10-Q for the three
months ending June 30, 1998.
6. The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A,
dated August 16, 1994, 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.
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.
II-2
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
_______ _________________
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-5)
99.1 Non-Qualified Stock Option Agreement dated
April 22, 1998 between the Company and Bernie
Calkins for 3,000 shares ("Calkins Agreement").
Non-Qualified Stock Option Agreements, dated
April 22, 1998, between the Company and each
of (i) Jerry Davis for 3,000 shares, (ii) Gary
Eck for 3,000 shares, (iii) Larry Fitzwater
for 3,000 shares, (iv) Ralph Freeman for
3,000 shares, (v) Bob Giovando for 3,000
shares, (vi) Phil Gough for 5,000 shares,
(vii) Kevin Harman for 5,000 shares, (viii)
George Hogg for 3,000 shares, (ix) Warren
Jones for 3,000 shares, (x) Paul Keeling
for 3,000 shares, (xi) Oldrich Machacek for
5,000 shares, (xii) Bill Manion for 5,000
shares, (xiii) Dick Milliken for 5,000
shares, (xiv) Anne Rendon for 3,000 shares,
(xv) Andrew Rodgers for 3,000 shares, (xvi)
Paul Rydlund for 5,000 shares, (xvii) Mike
Samons for 3,000 shares, (xviii) Byron
Smith for 3,000 shares, (xix) Mike Wolfe
for 3,000 shares, and (xx) Terry Wright
for 3,000 shares (the "Agreements") are
substantially similar to the Calkins Agree-
ment, and copies of each of the Agreements
will be furnished to the Commission upon
request.
II-3
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-4
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 August 31, 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 August 31, 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-5
/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-6
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
_______ ___________ ___________
5.1 Opinion of Conner & Winters,
A Professional Corporation 8
15.1 Letter of Acknowledgment 10
regarding unaudited interim
financial information
23.1 Consent of Ernst & Young, LLP 11
23.2 Consent of Conner & Winters,
A Professional Corporation
(contained in Exhibit 5.1)
24.1 Power of Attorney (see page
II-5)
99.1 Non-Qualified Stock Option Agreement 12
dated April 22, 1998 between the
Company and Bernie Calkins for 3,000
shares ("Calkins Agreement"). Non-Qualified
Stock Option Agreements, dated April 22, 1998,
between the Company and each of (i) Jerry Davis
for 3,000 shares, (ii) Gary Eck for 3,000 shares,
(iii) Larry Fitzwater for 3,000 shares, (iv)
Ralph Freeman for 3,000 shares, (v) Bob Giovando
for 3,000 shares, (vi) Phil Gough for 5,000
shares, (vii) Kevin Harman for 5,000 shares,
(viii) George Hogg for 3,000 shares, (ix)
Warren Jones for 3,000 shares, (x) Paul Keeling
for 3,000 shares, (xi) Oldrich Machacek for
5,000 shares, (xii) Bill Manion for 5,000
shares, (xiii) Dick Milliken for 5,000 shares,
(xiv) Anne Rendon for 3,000 shares, (xv) Andrew
Rodgers for 3,000 shares, (xvi) Paul Rydlund
for 5,000 shares, (xvii) Mike Samons for 3,000
shares, (xviii) Byron Smith for 3,000 shares,
(xix) Mike Wolfe for 3,000 shares, and (xx)
Terry Wright for 3,000 shares (the "Agreements")
are substantially similar to the Calkins
Agreement, and copies of each of the Agreements
will be furnished to the Commission upon request.