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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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):
JANUARY 26, 2006
LSB CORPORATION
(Exact name of registrant as specified in its charter)
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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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The current report of registrant on Form 8-K filed January 31, 2006 is hereby
amended and restated to read as follows:
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 26, 2006, the Board of Directors of LSB Corporation (the "registrant"
or the "Company"), ratified and approved that certain Renewed Rights Agreement
between the Company and Computershare Trust Company, N.A., as rights agent (the
"Renewed Rights Agreement"). The Renewed Rights Agreement will amend and extend
that 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 Company in connection with its reorganization as the holding
company for Lawrence Savings Bank effective July 1, 2001 (as amended, the
"Current Rights Plan") upon expiration of the Current Rights Plan on December
19, 2006. A copy of the Renewed Rights Agreement is attached hereto and
incorporated herein by reference as Exhibit 4.1.
On November 17, 2005, the Board of Directors approved the form of the Renewed
Rights Agreement with a rights agent to be determined. Also on that date, the
Board of Directors declared a dividend distribution of one right (as defined in
the Renewed Rights Agreement, a "Right;" collectively, the "Rights") for each
share of the Company's Common Stock, $0.10 par value per share, issued and
outstanding as of the close of business on December 19, 2006, the expiration
date of the Current Rights Plan. For a summary description of the Renewed Rights
Agreement and the Rights to be issued thereunder, please see the Company's
Registration Statement on Form 8-A filed January 31, 2006, which is incorporated
by reference herein.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On January 26, 2006, the registrant announced in a press release its earnings
results for the fourth quarter and fiscal year ended December 31, 2005. A copy
of the press release issued by the registrant is furnished as Exhibit 99.1 to
this report. The registrant does not intend 2.02 or Exhibit 99.1 to be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
or to be incorporated by reference into any filings of the registrant under the
Securities Act of 1933.
ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.
On January 26, 2006, the Board of Directors approved the Renewed Rights
Agreement. The Renewed Rights Agreement is attached hereto and incorporated
herein by reference as Exhibit 4.1. For a summary description of the Renewed
Rights Agreement and the Rights to be issued thereunder, please see the
Company's Registration Statement on Form 8-A filed January 31, 2006, which is
incorporated by reference herein.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On January 26, 2006, the Boards of Directors of the registrant and its
wholly-owned subsidiary, Lawrence Savings Bank (the "Bank"),
approved the replacement of John E. Sharland as Chief Financial Officer of the
registrant and the Bank by Diane L, Walker, effective February 7, 2006.
(c) On January 26, 2006, the Boards of Directors of the Company and the Bank
approved the appointment of four management positions, as follows:
Michael J. Ecker to the position of Executive Vice President of the Company and
Executive Vice President and Chief Lending Officer of the Bank, effective
January 30, 2006. Mr. Ecker replaces recently retired Executive Vice President
and Chief Lending Officer, Jeffrey W. Leeds. Mr. Ecker will have an annual base
salary of $195,000. Mr. Ecker previously served as Senior Vice President of
Commercial Lending at Andover Bank (acquired by TD Banknorth in 2001). Mr. Ecker
received a Bachelor of Arts in Business Administration with a minor in Civil
Engineering from the University of Connecticut and a Master of Arts in Business
Administration from Harvard University with emphasis in Finance and Real Estate.
See Exhibit 99.2 for a copy of the Company's press release announcing Mr.
Ecker's appointment.
Diane L. Walker to the position of Executive Vice President and Chief Financial
Officer of the Company and the Bank, effective February 7, 2006. Ms. Walker will
have an annual base salary of $145,000. Since 2002, Ms. Walker has performed
consulting services for various banking clients including Banknorth, Seacoast
Financial Services Corp., Brookline Bancorp, Central Cooperative Bancorp and
Lawrence Savings Bank. From 1991 to 2002, Ms. Walker was Vice President and
Controller at Andover Bank (acquired by TD Banknorth). Ms. Walker has a Bachelor
of Arts in Business Administration from the University of Massachusetts,
Amherst.
Stephen B. Jones to the position of Executive Vice President of the Company and
Executive Vice President Retail Banking of the Bank, effective February 8, 2006.
Mr. Jones will have an annual base salary of $160,000. Mr. Jones worked
previously at Fidelity Investments, Grove Bank, LIGHTHOUSEBANK and, most
recently, the Provident Bank. Mr. Jones received a Bachelor of Arts in Business
Administration from the University of New Hampshire and a Master of Arts from
Indiana University with a concentration in marketing in 1977.
Teresa K. Flynn, promoted to the office of Senior Vice President of the Company
and the Bank in charge of Human Resources. Ms. Flynn has an annual base salary
of $80,000. Ms. Flynn joined the Bank in April 2005 and is an active member of
the Society for Human Resource Management. Ms. Flynn previously worked for
Andover Public Schools, Brown & Williams Corporation and Au Bon Pain Co. Ms.
Flynn received a Bachelor of Arts from Boston University and a Master of Arts
from Bentley College.
ITEM 8.01. OTHER EVENTS
On January 26, 2006, the registrant announced in a press release its quarterly
dividend to shareholders for the first quarter of 2006. A copy of the press
release issued by the registrant is furnished as Exhibit 99.1 to this report.
The registrant does not intent this Item
8.01 or Exhibit 99.1 to be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 or to be incorporated by reference into any
filings of the registrant under the Securities Act of 1933.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are included with this Report:
4.1 Renewed Rights Agreement dated as of November 17, 2005, between LSB
Corporation and Computershare Trust Company, N.A., included as Exhibit 4.1 to
the current report of the registrant on Form 8-K filed January 31, 2006, and
incorporated by reference herein.
99.1 Press Release dated January 26, 2006 -- LSB Corporation Fourth Quarter
Results 2005, included as Exhibit 99.1 to the current report of the registrant
on Form 8-K filed January 31, 2006, and incorporated by reference herein.
99.2 Press Release dated January 27, 2006 announcing the appointment of Michael
J. Ecker as Executive Vice President and Chief Lending Officer, included as
Exhibit 99.2 to the current report of the registrant on Form 8-K filed January
31, 2006, and incorporated by reference herein.
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: February 21, 2006
By: /s/ Gerald T. Mulligan
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Gerald T. Mulligan
President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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4.1 Renewed Rights Agreement dated as of November 17, 2005,
between LSB Corporation and Computershare Trust Company,
N.A., included as Exhibit 4.1 to the current report of
registrant on Form 8-K filed January 31, 2006, and
incorporated by reference herein.
99.1 Press Release dated January 26, 2006 -- LSB Corporation
Fourth Quarter Results 2005, included as Exhibit 99.1 to the
current report of registrant on Form 8-K filed January 31,
2006, and incorporated by reference herein.
99.2 Press Release dated January 27, 2006 announcing the
appointment of Michael J. Ecker as Executive Vice President
and Chief Lending Officer, included as Exhibit 99.2 to the
current report of registrant on Form 8-K filed January 31,
2006, and incorporated by reference herein.