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): FEBRUARY 23, 2006
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.
of incorporation) Employer
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))
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
(a) Effective February 23, 2006, the Boards of Directors (collectively,
"the Boards") of LSB Corporation ("the Registrant") and its principal operating
subsidiary, Lawrence Savings Bank ("the Bank"), and Gerald T. Mulligan,
President and Chief Executive Officer, by mutual agreement, terminated the
Employment Agreement dated January 3, 2006 (the "Employment Agreement") between
Mr. Mulligan, the Registrant and the Bank. In conjunction therewith, the Boards
resolved that Mr. Mulligan should continue to serve as President and Chief
Executive Officer of the Registrant and the Bank with the same compensation as
provided in the Employment Agreement and with the benefits applicable to senior
officers and employees generally until further order of the Boards. For a
description and the text of the Employment Agreement, please see the Current
Report of the Registrant on Form 8-K filed with the Securities and Exchange
Commission on November 4, 2005, and Exhibit 10.17 thereto, which Report and
Exhibit are attached hereto and incorporated by reference herein as Exhibits
99.1 and 10.1, respectively. The letter dated February 23, 2006 from Mr.
Mulligan, countersigned on behalf of the Boards by Thomas J. Burke, Chairman of
the Boards, memorializing the termination of the Employment Agreement is
attached hereto and incorporated by reference herein as Exhibit 10.2. A copy of
the Resolutions adopted by the Boards authorizing the termination of the
Employment Agreement is attached hereto and incorporated by reference herein as
Exhibit 99.2.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibits are filed with this Report:
10.1 Exhibit 10.17 to the Current Report of Registrant on Form 8-K filed
November 4, 2005, and incorporated by reference herein.
10.2 Letter dated February 23, 2006 from Gerald T. Mulligan, President and
Chief Executive Officer, to Board of Directors, LSB Corporation.
99.1 Current Report of Registrant on Form 8-K filed November 4, 2005, and
incorporated by reference herein.
99.2 Resolutions of LSB Corporation and Lawrence Savings Bank Adopted at a
Joint Meeting of the Board of Directors, February 23, 2006.
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: March 1, 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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10.1 Exhibit 10.17 to the Current Report of Registrant on Form 8-K
filed November 4, 2005, and incorporated by reference herein.
10.2 Letter dated February 23, 2006 from Gerald T. Mulligan, President
and Chief Executive Officer, to Board of Directors, LSB
Corporation.
99.1 Current Report of Registrant on Form 8-K filed November 4, 2005,
and incorporated by reference herein.
99.2 Resolutions of LSB Corporation and Lawrence Savings Bank Adopted
at a Joint Meeting of the Board of Directors, February 23, 2006.