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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): MAY 4, 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. 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
APPROVAL OF STOCK OPTION PLAN
At the Annual Meeting of Shareholders of LSB Corporation (the "Company" or
"Registrant"), held May 2, 2006, the shareholders ratified and approved the LSB
Corporation 2006 Stock Option and Incentive Plan (the "2006 Plan" or the "Plan")
previously approved by the Board of Directors, a copy of which was filed as
Exhibit A to the Company's definitive proxy statement filed with the Securities
and Exchange Commission ("SEC" or the "Commission") on March 28, 2006 (the
"Proxy Statement"). The following description of the 2006 Plan is qualified in
its entirety by reference to the text of the 2006 Plan set forth as Exhibit A to
the Proxy Statement, which is incorporated by reference herein as Exhibit 10.1.
The Company has reserved 400,000 shares of its common stock for issuance under
the 2006 Plan, of which no more than 100,000 shares may be issued in the form of
Restricted Stock Awards, subject to adjustment for stock splits, stock dividends
and similar events. The 2006 Plan provides for issuance of Incentive Stock
Options, as defined in Section 422 of the Internal Revenue Code (the "Code"), to
officers and other full-time employees of the Company or its Subsidiaries
including members of the Board of Directors who are also employees of the
Company or its Subsidiaries. The 2006 Plan also provides for the issuance of
non-qualified stock options (together with Incentive Stock Options,
collectively, "Stock Options") and awards of restricted shares of the Company's
common stock ("Restricted Stock Awards") to officers and employees of the
Company or its Subsidiaries and to directors of the Company or its Subsidiaries,
whether or not they are also employees. No Stock Options or Restricted Stock may
be awarded to any person who at the time of such award beneficially owns 10% or
more of the Company's outstanding common stock. The 2006 Plan is administered by
an Option Committee, consisting of not less than three members of the Company's
Board of Directors who are considered "independent" as defined in the Nasdaq
Stock Market Independence Rules. The Option Committee has the power and
authority to grant Stock Options and Restricted Stock Awards (collectively
"Awards") under the 2006 Plan, to select the persons to whom Awards will be
made, to determine the time of grant and the number of shares of stock to
covered by each Award, to determine the period within which options may be
exercised, whether an option is an incentive stock option or a non-qualified
stock option, the purchase price, vesting period, any restrictions or
performance criteria that apply to an Award of Restricted Stock, and any other
terms and conditions of Awards granted under the Plan.
The price to be paid for shares of common stock upon the exercise of Stock
Options granted under the 2006 Plan may not be less than the fair market value
of the shares on the date the option is granted. The purchase price of shares of
Restricted Stock is determined by the Option Committee in its discretion. No
option granted under the Plan may be exercisable more than ten years from the
date of grant. The option price may be paid entirely in cash or by tendering
unrestricted whole shares of the Company's common stock plus cash having a fair
market value equal to the cash exercise price, or by
a cashless exercise procedure approved by the Option Committee and permitted by
law. In the event of a "Change in Control" of the Company, defined in the 2006
Plan to include any event which the Company would be required to report as a
change in control in a current report on Form 8-K as prescribed by applicable
regulations of the SEC under the Securities Exchange Act of 1934, or the
acquisition, by any person, of shares of the Company's securities representing
25% or more of the total number of votes that may be cast for the election of
Directors of the Company, in either case, without the prior consent of at least
two-thirds vote of all of the members of the Company's Board of Directors then
in office, all options outstanding as of the date of such Change in Control
shall become immediately exercisable; provided, however, that no optionee shall
be entitled to receive any compensation or other amounts pursuant to the Plan
resulting from a Change in Control which, with respect to such optionee, either
separately or together with any other compensation or payments, would constitute
an "excess parachute payment" as defined for purposes of Section 280G of the
Code. In such event, the optionee would have the right to designate which
portions or components of compensation would be reduced or eliminated to
preclude any such "excess parachute payment."
For a further description of the Plan, the reader is referred to the description
of the Plan in the Proxy Statement, which is incorporated by reference herein.
STOCK OPTION GRANTS
As of the date of this Report, no grants of Stock Options have been made under
the 2006 Plan.
RESTRICTED STOCK AWARDS
As of the date of this Report, no awards of Restricted Stock have been made
under the 2006 Plan.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibits are filed or furnished with this Report:
10.1 LSB Corporation 2006 Stock Option and Incentive Plan (included as
Exhibit A to the Registrant's definitive proxy statement as filed with
the Commission on March 28, 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.
Dated: May 4, 2006
LSB CORPORATION
By: /s/ Gerald T. Mulligan
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Gerald T. Mulligan, President
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 LSB Corporation 2006 Stock Option and Incentive Plan (included as
Exhibit A to the Registrant's definitive proxy statement as filed
with the Commission on March 28, 2006 and incorporated by
reference herein)