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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 1, 2005
LSB CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 000-32955 04-3557612
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
30 MASSACHUSETTS AVENUE
NORTH ANDOVER, MASSACHUSETTS 01845
(978) 725-7500
(Address, including zip code, of registrant's principal executive offices
and registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 1, 2005, the registrant approved a letter dated October 27, 2005
(the "Amendment") from Paul A. Miller, President, Chief Executive Officer and a
director of the registrant (the "Incumbent"), amending the Employment Agreement
dated April 21, 1989 by and among Lawrence Savings Bank, the registrant and the
Incumbent (the "Miller Employment Agreement"). The Amendment provides that
effective January 2, 2006, the Incumbent will relinquish the titles and
responsibilities of President and Chief Executive Officer and will resign from
the Board of Directors of registrant, the Bank and their affiliates. Effective
that date, the Incumbent will assume solely advisory responsibilities as an
employee of the registrant and the Bank. As amended, the Miller Employment
Agreement will remain in effect through December 31, 2006. A copy of the
Amendment is submitted herewith as Exhibit 10.16 and incorporated by reference
herein.
On November 1, 2005, the registrant entered into an Employment Agreement (the
"Mulligan Employment Agreement") with Gerald T. Mulligan (the "Executive"). In
the Mulligan Employment Agreement, the registrant agreed to employ the Executive
as President and Chief Executive Officer of the registrant and its principal
subsidiary, Lawrence Savings Bank (the "Bank"), for an initial term of three
years, commencing January 3, 2006. The Mulligan Employment Agreement provides
for an initial annual salary of $335,000 plus employee benefits and the
opportunity to participate in the registrant's annual bonus program. Commencing
on the second anniversary of the Mulligan Employment Agreement, unless prior
notice is given, on each anniversary the term of the Agreement will
automatically extend for an additional one year, except that in no event will
the Mulligan Employment Agreement extend beyond the 65th birthday of the
Executive without affirmative approvals of the Boards of Directors of the
registrant and the Bank. The Mulligan Employment Agreement provides that in the
event the Executive's employment is actually or constructively terminated by the
registrant without cause following a "change in control" of the registrant, the
Executive will be entitled to a cash payment in an amount equal to $20 less than
three times the base amount of the Executive's annual compensation. The Board of
Directors of the registrant reserves authority to reduce the amount of such
payment to the extent necessary to avoid treatment of all or any part of the
payment as an "excess parachute" payment for federal income tax purposes. A copy
of the Mulligan Employment Agreement is submitted herewith as Exhibit 10.17 and
incorporated by reference herein.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On November 1, 2005, the Board of Directors of the registrant accepted the
resignation in anticipation of retirement of Paul A. Miller as President and
Chief Executive Officer and Director of the registrant and the Bank, effective
January 2, 2006. On the same date, the registrant and Paul A. Miller entered
into an agreement to amend the Employment Agreement dated April 21, 1989 between
Mr. Miller, the registrant and Lawrence Savings Bank. The Amendment is described
in response to Item 1.01 of this Report and is incorporated herein by reference.
On November 1, 2005, the Board of Directors of the registrant elected Gerald T.
Mulligan, age 59, President and Chief Executive Officer and Director of
registrant and the Bank, effective January 3, 2006. On the same date, the
registrant and Gerald T. Mulligan entered into an Employment Agreement by and
among Mr. Mulligan, the registrant and the Bank. The Mulligan Employment
Agreement is described in response to Item 1.01 of this Report above and is
incorporated herein by reference.
Since October 2004, Mr. Mulligan has served as a Director of United States Trust
Company, New York, New York, and its New York and national bank subsidiaries.
Mr. Mulligan has been Chairman of the
Board of Directors of the Savings Bank Life Insurance Company of Massachusetts,
a mutual insurance company, since 1993. Mr. Mulligan was formerly President,
Chief Executive Officer and a Director of Andover Bancorp, Inc., a bank holding
company, and its subsidiaries Andover Bank, Andover, Massachusetts, and
Gloucester Bank and Trust Company, Gloucester, Massachusetts, from 1991 to 2001.
ITEM 7.01 REGULATION FD DISCLOSURE.
As discussed under Items 1.01 and 5.02, on November 1, 2005, the registrant and
its subsidiary, Lawrence Savings Bank, approved a letter amending the Miller
Employment Agreement effective January 2, 2006 and entered into the Mulligan
Employment Agreement effective January 3, 2006. A copy of the press release
issued by the registrant on November 1, 2005 announcing the entry into the
Amendment with the Incumbent and the Mulligan Employment Agreement with the
Executive is furnished herewith as Exhibit 99.1 to this Report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.16 Letter dated October 27, 2005, amending Employment Agreement dated April
21, 1989, between LSB Corporation, Lawrence Savings Bank and Paul A.
Miller.
10.17 Employment Agreement dated November 1, 2005, between LSB Corporation,
Lawrence Savings Bank and Gerald T. Mulligan.
99.1 Press Release dated November 1, 2005.
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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
undersigned hereunto duly authorized.
LSB CORPORATION
DATED: November 3, 2005
By: /S/ PAUL A. MILLER
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Paul A. Miller
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
10.16 Letter dated October 27, 2005, amending Employment Agreement
dated April 21, 1989, between LSB Corporation, Lawrence Savings Bank and Paul A. Miller
10.17 Employment Agreement dated November 1, 2005, by and among LSB
Corporation, Lawrence Savings Bank, and Gerald T. Mulligan.
99.1 Press Release dated November 1, 2005
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