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As Filed With the Securities and Exchange Commission on July 19, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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LSB CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-3557612
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
30 Massachusetts Avenue
North Andover, Massachusetts 01845
(978) 725-7500
(Address of Principal Executive Offices, Including Zip Code)
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LAWRENCE SAVINGS BANK 1986 STOCK OPTION PLAN
LAWRENCE SAVINGS BANK 1997 STOCK OPTION PLAN
(Full Title of the Plans)
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PAUL A. MILLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LSB CORPORATION
30 MASSACHUSETTS AVENUE
NORTH ANDOVER, MASSACHUSETTS 01845
978-725-7500
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
KEVIN J. HANDLY, ESQ.
GOULSTON & STORRS, P.C.
400 Atlantic Avenue
Boston, Massachusetts 02110
(617) 482-1776
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
(1) Share (2)(3) Price
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Lawrence Savings Bank 5,000 shares $3.250 (2) $1,544,912 $1,650.73
1986 Stock Option Plan 600 shares $3.625 (2)
11,250 shares $3.938 (2)
Common Stock, $0.10 89,680 shares $4.500 (2)
par value 1,000 shares $4.625 (2)
179,000 shares $6.000 (2)
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Lawrence Savings Bank 6,000 shares $7.500 (2) $5,058,021
1997 Stock Option Plan
Common Stock, $0.10 152,800 shares $9.125 (2)
par value
268,850 shares $13.46 (3)
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(1) Pursuant to that certain Rights Agreement dated as of December 19, 1996 by
and between Lawrence Savings Bank and State Street Bank & Trust Company (the
"Shareholder Rights Plan"), which Shareholder Rights Plan has been assumed and
adopted by the Registrant, each share of the Registrant's common stock has a
preferred stock purchase right associated with it.
(2) This estimate is made pursuant to rule 457(h) under the Securities Act,
solely for the purposes of determining the registration fee and is based upon
the price at which outstanding options may be exercised.
(3) This estimate is made pursuant to rule 457(c) and (h) under the Securities
Act solely for the purpose of determining the amount of the registration fee on
July 13, 2001, utilizing the average of the high and low sale prices reported on
the Nasdaq Stock Market on that date.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated in this registration statement by
reference:
(a) and (b) The Registrant's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on July 2, 2001 (the "Form 8-K"), which
includes as exhibits thereto the following: (1) Annual Report of Lawrence
Savings Bank (the "Bank") on Form 10-K for the year ended December 31, 2000, as
filed with the Federal Deposit Insurance Corporation ("FDIC") (Exhibit 99.1),
(2) Quarterly Report of the Bank on Form 10-Q for the quarter ended March 31,
2001, as filed with the FDIC (Exhibit 99.2) and (3) Proxy Statement, dated March
23, 2001, delivered to the Bank's stockholders in connection with the Bank's May
1, 2001 Annual Meeting of Stockholders, as filed with the FDIC (Exhibit 99.3).
(c) The description of the Registrant's common stock, par value $0.10 per
share, contained in the Company's Articles of Organization and By-Laws filed as
Exhibits 3.1 and 3.2 respectively to Form 8-K and Exhibit 99.3 to Form 8-K (the
Company's Proxy Statement for the 2001 Annual meeting of Stockholders).
In addition, all documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 herein and to
be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
An opinion has been delivered by Goulston & Storrs, P.C., Boston,
Massachusetts, with respect to the issuance of the shares of common stock
being registered.
Item 6. Indemnification of Officers and Directors
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Indemnification. The Company is a Massachusetts corporation. Massachusetts
General Laws Chapter 156B, Section 67 provides that a corporation may, subject
to certain limitations, indemnify its directors, officers, employees and other
agents, and persons who serve at its request as directors, officers, employees
or other agents of another organization, or who serve at its request in any
capacity with respect to any employee benefit plan, to the extent specified or
authorized by the corporation's articles of organization, a by-law adopted by
the stockholders, or a vote adopted by the holders of a majority of the shares
of stock entitled to vote on the election of directors.
Section 67 also provides that a corporation may purchase and maintain
insurance against liability incurred by an officer or director in his capacity
as officer or director, or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him against such
liability.
The Company's By-laws provide that directors and officers of the Company
shall, and in the discretion of the Board of Directors, non-officer employees
may, be indemnified by the Company against liabilities and expenses arising out
of service for or on behalf of the Company. The By-laws provide that such
indemnification shall not be provided if it is determined that the action giving
rise to the liability was not taken in good faith in the reasonable belief that
the action was in the best interests of the Company. The By-laws provide that
the indemnification provision in the By-laws does not limit any other right to
indemnification existing independently of the By-laws.
More specifically, Article VI, Section 1, of the Company's By-laws provides
the following definitions relating to the indemnification of directors and
officers:
For purposes of this Article: (a) "Officer" means any person who
serves or has served as a Director of the Company or in any other office
filled by election or appointment by the stockholders or the Board of
Directors and any heirs or personal representatives of such person; (b)
"Non-Officer Employee" means any person who serves or has served as an
employee of the Company, but who is not or was not an Officer, and any
heirs or personal representatives of such person; (c) "Proceeding" means
any action, suit or proceeding, civil or criminal, brought or threatened in
or before any court, tribunal administrative or legislative body or agency
and any claim which could be the subject of a Proceeding; and (d)
"Expenses" means any liability fixed by a judgment, order, decree or award
in a Proceeding, any amount reasonably paid in settlement of a Proceeding
and any professional fees or other disbursements reasonably incurred in a
Proceeding.
Article VI, Section 2, of the Company's By-laws provides the Company shall
indemnify Officers as follows:
Except as provided in Sections 4 and 5 of this Article VI, each
Officer of the Company shall be indemnified by the Company against all
Expenses incurred by such Officer in connection with any Proceedings in
which such Officer is involved
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as a result of serving or having served (a) as an Officer or employee of
the Company; (b) as a director, officer or employee of any wholly owned
subsidiary of the Company; or (c) in any capacity with any other
corporation, organization, partnership, joint venture, trust or other
entity at the request or direction of the Company.
Article VI, Section 3, of the Company's By-laws provides the Company shall
indemnify Non-Officers Employees as follows:
Except as provided in Sections 4 and 5 of this Article VI, each
Non-Officer Employee of the Company may, in the discretion of the Board of
Directors, be indemnified against any or all Expenses incurred by such
Non-Officer Employee in connection with any Proceeding in which such
Non-Officer Employee is involved as a result of serving or having served
(a) as a Non-Officer Employee of the Company; (b) as a director, officer or
employee of any wholly owned subsidiary of the Company; or (c) in any
capacity with any other corporation, organization, partnership, joint
venture, trust or other entity at the request or direction of the Company.
Article VI, of the Company's By-laws also includes certain provisions
relating to the scope of the indemnification for officers and directors of the
Company and the procedures for determining entitlement to indemnification:
SECTION 4. SERVICE AT THE REQUEST OR DIRECTION OF THE COMPANY. No
indemnification shall be provided to an Officer or Non-Officer Employee
with respect to serving or having served in any of the capacities described
in Section 2(c) or 3(c) above unless the following two conditions are met:
(a) such service was requested or directed in each specific case by vote of
the Board of Directors prior to the occurrence of the event to which the
indemnification relates, and (b) the Company maintains insurance coverage
for the type of indemnification sought. In no event shall the Company be
liable for indemnification under Section 2(c) or 3(c) above for any amount
in excess of the proceeds of insurance received with respect to such
coverage as the Company in its discretion may elect to carry. The Company
may but shall not be required to maintain insurance coverage with respect
to indemnification under Section 2(c) or 3(c) above. Notwithstanding any
other provision of this Section 4, but subject to Section 5 of this Article
VI, the Board of Directors may provide an Officer or Non-Officer Employee
with indemnification under Section 2(c) or 3(c) above as to a specific
Proceeding even if one or both of the two conditions specified in this
Section 4 have not been met and even if the amount of the indemnification
exceeds the amount of the proceeds of any insurance which the Company may
have elected to carry, provided that the Board of Directors in its
discretion determines it to be in the best interests of the Company to do
so.
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SECTION 5. GOOD FAITH. No indemnification shall be provided to an
Officer or to a Non-Officer Employee with respect to a matter as to which
such person shall have been adjudicated in any Proceeding not to have acted
in good faith in the reasonable belief that the action of such person was
in the best interests of the Company. In the event that a Proceeding is
compromised or settled so as to impose any liability or obligation upon an
Officer or Non-Officer Employee, no indemnification shall be provided to
said Officer or Non-Officer Employee with respect to a matter if there be a
determination that with respect to such matter such person did not act in
good faith in the reasonable belief that the action of such person was in
the best interests of the Company. The determination shall be made by a
majority vote of those Directors who are not involved in such Proceeding.
However, if more than half of the Directors are involved in such
Proceeding, the determination shall be made by a majority vote of a
committee of three disinterested Directors chosen by the disinterested
Directors at a regular or special meeting. If there are fewer than three
(3) disinterested Directors, the determination shall be based upon the
opinion of the Company's regular outside counsel.
SECTION 6. PRIOR TO FINAL DISPOSITION. Unless otherwise provided by
the Board of Directors or by the committee pursuant to the procedure
specified in Section 5 of this Article VI, any indemnification provided for
under this Article VI shall include payment by the Company of Expenses
incurred in defending a Proceeding in advance of the final disposition of
such Proceeding upon receipt of an undertaking by the Officer or
Non-Officer Employee seeking indemnification to repay such payment if such
Officer or Non-Officer Employee shall be adjudicated or determined to be
not entitled to indemnification under this Article VI.
SECTION 7. INSURANCE. The Company may purchase and maintain insurance to
protect itself and any Officer or Non-Officer Employee against any liability of
any character asserted against or incurred by the Company or any such Officer or
Non-Officer Employee, or arising out of any such status, whether or not the
Company would have the power to indemnify such person against such liability by
law or under the provisions of this Article VI.
SECTION 8. OTHER INDEMNIFICATION RIGHTS. Nothing in this Article VI shall
limit any lawful rights to indemnification existing independently of this
Article VI.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
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EXHIBIT
NUMBER DESCRIPTION
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*4.1 Specimen certificate for shares of common stock
of LSB Corporation
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*4.2 Lawrence Savings Bank 1986 Stock Option Plan
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*4.3 Lawrence Savings Bank 1997 Stock Option Plan
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5.1 Opinion of Goulston & Storrs, P.C.
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23.1 Consent of KPMG LLP
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23.2 Consent of Goulston & Storrs, P.C. (included in
opinion filed as Exhibit 5.1)
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24 Power of Attorney (included on signature page)
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* Filed as an exhibit to the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on July 2, 2001, and incorporated
herein by reference thereto.
Item 9. Undertakings
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 in such information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, 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.
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(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.
(4) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 town of North Andover, Commonwealth of Massachusetts, on this
19th day of July, 2001.
LSB CORPORATION
By: /s/ Paul A. Miller
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Paul A. Miller
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul A. Miller and John E. Sharland,
and each of them, his or her true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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/s/ Paul A. Miller President, Chief Executive July 19, 2001
- ----------------------- Officer and Director
Paul A. Miller
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/s/ John E. Sharland Senior Vice President, Chief July 19, 2001
- ----------------------- Financial Officer and Treasurer
John E. Sharland
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/s/ Eugene A. Beliveau Director July 19, 2001
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Eugene A. Beliveau
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__________________________ Director _______, 2001
Kathleen I. Boshar
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/s/ Malcolm W. Brawn Director July 19, 2001
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Malcolm W. Brawn
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/s/ Thomas J. Burke Director July 19, 2001
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Thomas J. Burke
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/s/ Bryon R. Cleveland, Jr. Director July 19, 2001
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Bryon R. Cleveland, Jr.
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/s/ Neil H. Cullen Director July 19, 2001
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Neil H. Cullen
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/s/ Richard Hart Harrington Director July 19, 2001
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Richard Hart Harrington
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/s/ Robert F. Hatem Director July 19, 2001
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Robert F. Hatem
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/s/ Marsha A. McDonough Director July 19, 2001
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Marsha A. McDonough
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