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UNITED STATES
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):
DECEMBER 30, 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.)
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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 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The discussion under Item 5.03. "Amendment to Articles of
Incorporation or Bylaws; Change in Fiscal Year", below, is hereby incorporated
by reference herein.
ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
The summary description of certain Rights Agreement dated as of
December 19, 1996 between Lawrence Savings Bank and State Street Bank and Trust
Company, as rights agent, as assumed by the registrant in connection with its
reorganization as the holding company for Lawrence Savings Bank effective July
1, 2001 (the "Current Rights Plan") as set forth in the Company's Current Report
on Form 8-K dated July 2, 2001, is hereby incorporated by reference herein. The
summary description of the form of the Renewed Rights Plan, as approved by the
Company's Board of Directors on November 17, 2005, as set forth in the Company's
Current Report on Form 8-K dated November 23, 2005, is hereby incorporated by
reference herein.
On December 30, 2005, the registrant submitted for filing in the
Office of the Secretary of the Commonwealth of Massachusetts certain Articles of
Amendment ("Articles of Amendment") of the Company's Articles of Organization.
The Articles of Amendment, which became effective immediately upon
filing, designate a series of 200,000 shares of Series A Junior Participating
Preferred Stock, specifying the rights and preferences of such preferred stock
(hereinafter, the "Preferred Stock"). The Preferred Stock has been reserved for
issuance upon exercise of (A) rights issued pursuant to the Current Rights Plan,
as approved by the Board of Directors of Lawrence Savings Bank on December 19,
1996, and adopted by the Company effective July 1, 2001, or (B) rights issued
pursuant to the Renewed Rights Plan (rights issued under either the Current
Rights Plan or the Renewed Rights Plan being hereinafter referred to as
"Rights").
Preferred Stock Provisions
Under the Current Rights Plan and the Renewed Rights Plan (collectively,
the "Plans"), each Right entitles the registered holder (other than an
"Acquiring Person" or "Adverse Person" as defined in the Plans) to purchase from
the Company a unit (a "Unit") consisting of one one-hundredth of a share of the
Preferred Stock, or in certain circumstances, to receive cash, property, common
stock or other securities of the Company, at the respective purchase prices
specified in the Plans, subject to adjustment. The Board of Directors has
reserved 200,000 shares of the Preferred Stock for issuance upon exercise of
Rights under the Plans.
Each Unit (consisting of one one-hundredth of a share) of Preferred
Stock, if issued upon exercise of Rights under the Plans:
- will be redeemable at any time in whole, but not in part, at the
option of the Company's Board of Directors at a cash price per Unit
equal to the average market value of a share of common stock, plus
dividends accrued and unpaid thereon;
- will entitle the holder on a cumulative basis to receive quarterly
dividend payments of $0.10 per Unit ($10.00 per share), subject to
adjustment, or an amount equal to the dividend paid on one share of
common stock, whichever is greater;
- will entitle holders upon liquidation to receive, subject to
adjustment, $1.00 per Unit ($100 per share) plus an amount equal to
accrued and unpaid dividends and distributions thereon, prior to any
distribution with respect to the common stock, and following
distribution of an equivalent amount with respect to the common stock,
to participate on a pro rata basis with the common stock in any
further distribution in respect of such stock;
- will have the same voting power as one share of the Company's common
stock, voting together with such common stock as one class on all
matters submitted to a vote of stockholders;
- if shares of the Company's common stock are exchanged via merger,
consolidation, or a similar transaction, will entitle holders to a per
Unit payment equal to the payment made on one share of common stock;
and
- based on these terms, is expected to have a value approximately equal
to the value of one share of the Company's common stock.
This summary description of the rights and preferences of the
Preferred Stock is qualified in its entirety by reference to the text of the
Articles of Amendment which is attached hereto as Exhibit 3(i).1 and
incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
3(i).1 Articles of Amendment of the Articles of Organization of LSB Corporation,
as submitted for filing in the Office of the Secretary of the Commonwealth
of Massachusetts, December 30, 2005.
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: January 6, 2006
By: /s/ Gerald T. Mulligan
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Gerald T. Mulligan, President and
Chief Executive Officer