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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 2, 2001
LSB CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-3557612
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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30 MASSACHUSETTS AVENUE
NORTH ANDOVER, MASSACHUSETTS 01845
(ADDRESS, INCLUDING ZIP CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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Item 5. Other Events
On July 1, 2001 at 12:01 a.m. (the "Effective Date") LSB Corporation (the
"Company") and Lawrence Savings Bank, a Massachusetts savings bank (the "Bank"),
consummated the formation of a holding company for the Bank (the
"Reorganization") pursuant to a Plan of Reorganization and Acquisition dated as
of March 12, 2001 (the "Plan of Reorganization"). Pursuant to the Plan of
Reorganization, at the Effective Date, each issued and outstanding share of the
Bank's common stock ("Bank Common Stock"), par value $0.10 per share (together
with associated preferred stock purchase rights), automatically and without
consideration was converted into and exchanged for one share of the common
stock, par value $0.10 per share (the "Common Stock") of the Company (together
with associated preferred stock purchase rights) (no shareholders exercised
dissenters' rights). Prior to the completion of the Reorganization, the Company
was a wholly-owned subsidiary of the Bank. On the Effective Date, the Bank
became a wholly-owned subsidiary of the Company and the stockholders of the Bank
became stockholders of the Company. No additional shares were offered or sold in
connection with the Reorganization.
Until the Effective Date, the Bank's common stock was registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and traded on the Nasdaq National Market System. The Bank has filed
reports with the FDIC under Section 12(i) of the Exchange Act since 1991. This
report on Form 8-K is being filed in connection with the registration of the
Common Stock of the Company under Section 12(g) of the Exchange Act pursuant to
Rule 12g-3(a) thereunder. As of the Effective Date, (i) the Company is the
successor issuer to the Bank, (ii) the Common Stock of the Company was held of
record by three hundred or more persons and (iii) the Common Stock of the
Company is listed in place of the common stock of the Bank on the Nasdaq
Stock Market under the trading symbol "LSBX."
Pursuant to the Plan of Reorganization, as of the Effective Date, the
Company assumed all of the Bank's obligations under the Bank's two stock option
plans, the Lawrence Savings Bank 1986 Stock Option Plan and the Lawrence Savings
Bank 1997 Stock Option Plan (the "Stock Option Plans"). The Stock Option Plans
ceased to exist as option plans of the Bank. Accordingly, the unexercised
portions of the options outstanding as of the Effective Date are now exercisable
for shares of the Common Stock of the Company. The Company intends to file a
registration statement on Form S-8 for all Common Stock issuable under the Stock
Option Plans.
Pursuant to the Plan of Reorganization, as of the Effective Date, the
Company assumed that certain Rights Agreement dated as of December 19, 1996
between the Bank and State Street Bank and Trust Company (the "Shareholder
Rights Plan") and such plan ceased to exist as a rights plan of the Bank.
Accordingly, as of the Effective Date, the outstanding Bank Rights (as defined
below) issued pursuant to the Shareholder Rights Plan were assumed by, and
deemed to be rights issued by, the Company ("Rights"). Each Right shall be
exercisable for the same number of shares of the Company as would have been
available to the holder of a Bank Right upon exercise thereof. The following
summary description of the Shareholder Rights Plan does not purport to be
complete and is qualified in its entirety by reference to the Shareholder Rights
Plan, which has been filed as an exhibit to this Current Report on Form 8-K.
In connection with the adoption of the Shareholder Rights Plan by the Bank,
the Board of Directors of the Bank declared a dividend distribution of one
preferred stock purchase right (a "Bank Right") for each outstanding share of
the Bank's common stock to stockholders of record as of the close of business on
December 29, 1996. On March 12, 2001, in connection with the Reorganization, the
Board of Directors of the Company adopted resolutions assuming the Bank's
Shareholder Rights Plan and converting it into the Company's Shareholder Rights
Plan, which contains substantially the terms and conditions of the Bank's
Shareholder Rights Agreement. As of the Effective Date, the rights currently are
not exercisable and are attached to and trade with the outstanding shares of the
Company's Common Stock. Under the Company's Shareholder Rights Plan, the Rights
become exercisable (i) if a person becomes an
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"acquiring person" by acquiring 10% or more of the outstanding shares of the
Company's Common Stock or (ii) if a person commences a tender offer that would
result in that person owning 10% or more of the Company's Common Stock. In the
event that a person becomes an "acquiring person," each holder of a Right (other
than the acquiring person) would be entitled to acquire such number of shares of
the Company's preferred stock as are provided for in the Company's Shareholder
Rights Plan.
As of the Effective Time, the Company became an additional obligor with
respect to certain employment agreements, special termination agreements and
supplemental agreements then existing between the Bank and certain senior
executives. Such agreements are being filed as exhibits hereto.
Item 7. Financial Statements and Exhibits
(a) Exhibits
Exhibit Number
2.1 Plan of Reorganization and Acquisition, dated as of March 12, 2001
between the Company and the Bank
3.1 Articles of Organization of the Company
3.2 By-Laws of the Company
4.1 Specimen certificate for shares of Common Stock of the Company
4.2 See Exhibit 3.1 for sections pertaining to rights of security holders
4.3 See Exhibit 3.2 for sections pertaining to rights of security holders
4.4 Rights Agreement dated as of December 19, 1996
10.1 Employment Agreement by and between the Bank and Paul A. Miller dated
April 21, 1989
10.2 Amendment dated December 23, 1992 to Employment Agreement dated
April 21, 1989
10.3 Amendment dated May 25, 2000 to Employment Agreement dated April 21,
1989
10.4 Employment Agreement by and between the Bank and Robert P. Perreault
dated May 9, 1986
10.5 Amendment dated December 23, 1992 to Employment Agreement dated May 9,
1986
10.6 Special Termination Agreement by and between the Bank and Robert P.
Perreault dated May 9, 1986
10.7 Amendment dated May 25, 2000 to Special Termination Agreement dated
May 9, 1986
10.8 Supplemental Retirement Agreement by and between the Bank and Paul A.
Miller dated April 21, 1989
10.9 Supplemental Retirement Agreement by and between the Bank and Paul A.
Miller dated April 21, 1996
10.10 Employment Agreement by and between the Bank and Jeffrey W. Leeds
dated February 24, 2000
10.11 Employment Agreement by and between the Bank and Timothy L. Felter
dated February 24, 2000
10.12 Employment Agreement by and between the Bank and John E. Sharland
dated February 24, 2000
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10.13 Employment Agreement by and between the Bank and Richard J. D'Ambrosio
dated February 24, 2000
10.14 Lawrence Savings Bank 1986 Stock Option Plan
10.15 Lawrence Savings Bank 1997 Stock Option Plan
99.1 Annual Report of the Bank for the year ended December 31, 2000
99.2 Form 10-K for the year ended December 31, 2000, as filed with the
Federal Deposit Insurance Corporation ("FDIC")
99.3 Quarterly Report of the Bank filed on Form 10-Q for the quarter ended
March 31, 2001, as filed with the FDIC
99.4 Proxy Statement, dated as of March 23, 2001, delivered to the Bank's
stockholders in connection with the Bank's 2001 Annual Meeting of
Stockholders, as filed with the FDIC
99.5 Press Release dated December 21, 2000, in which the Bank announces
plan to form holding company
99.6 Press Release dated July 2, 2001, in which the Bank announces the
completion of the holding company reorganization
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
under-signed hereunto duly authorized.
LSB CORPORATION
DATED: July 2, 2001
By: /s/ Paul A. Miller
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Paul A. Miller
President and Chief Executive Offficer
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EXHIBIT INDEX
Exhibit No. Description
2.1 Plan of Reorganization and Acquisition, dated as of March 12, 2001
between the Company and the Bank
3.1 Articles of Organization of the Company
3.2 By-Laws of the Company
4.1 Specimen certificate for shares of Common Stock of the Company
4.2 See Exhibit 3.1 for sections pertaining to rights of security holders
4.3 See Exhibit 3.2 for sections pertaining to rights of security holders
4.4 Rights Agreement dated as of December 19, 1996
10.1 Employment Agreement by and between the Bank and Paul A. Miller dated
April 21, 1989
10.2 Amendment dated December 23, 1992 to Employment Agreement dated
April 21, 1989
10.3 Amendment dated May 25, 2000 to Employment Agreement dated April 21,
1989
10.4 Employment Agreement by and between the Bank and Robert P. Perreault
dated May 9, 1986
10.5 Amendment dated December 23, 1992 to Employment Agreement dated May 9,
1986
10.6 Special Termination Agreement by and between the Bank and Robert P.
Perreault dated May 9, 1986
10.7 Amendment dated May 25, 2000 to Special Termination Agreement dated
May 9, 1986
10.8 Supplemental Retirement Agreement by and between the Bank and Paul A.
Miller dated April 21, 1989
10.9 Supplemental Retirement Agreement by and between the Bank and Paul A.
Miller dated April 21, 1996
10.10 Employment Agreement by and between the Bank and Jeffrey W. Leeds
dated February 24, 2000
10.11 Employment Agreement by and between the Bank and Timothy L. Felter
dated February 24, 2000
10.12 Employment Agreement by and between the Bank and John E. Sharland
dated February 24, 2000
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10.13 Employment Agreement by and between the Bank and Richard J. D'Ambrosio
dated February 24, 2000
10.14 Lawrence Savings Bank 1986 Stock Option Plan
10.15 Lawrence Saving Bank 1997 Stock Option Plan
99.1 Annual Report of the Bank for the year ended December 31, 2000
99.2 Form 10-K for the year ended December 31, 2000, as filed with the
Federal Deposit Insurance Corporation ("FDIC")
99.3 Quarterly Report of the Bank filed on Form 10-Q for the quarter ended
March 31, 2001, as filed with the FDIC
99.4 Proxy Statement, dated as of March 23, 2001, delivered to the Bank's
stockholders in connection with the Bank's 2001 Annual Meeting of
Stockholders, as filed with the FDIC
99.5 Press Release dated December 21, 2000, in which the Bank announces
plan to form holding company
99.6 Press Release dated July 2, 2001, in which the Bank announces the
completion of the holding company reorganization
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