AMENDMENT #1 TO FORM 8-A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A/A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   73-1015226
(State or other jurisdiction of incorporation)   (IRS Employer Identification No.)

 

16 South Pennsylvania Avenue

Oklahoma City, Oklahoma

   73107
(Address of principal executive offices)   (Zip Code)

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Preferred Stock Purchase Rights   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A(d), check the following box.  ¨

Securities Act registration statement file number to which this form relates: N/A

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

EXPLANATORY NOTE

This Amendment No. 1 to Form 8-A amends Items 1 and 2 of LSB Industries, Inc.’s (the “Company”) Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 2, 2009, to disclose an amendment to the Renewed Rights Agreement, dated December 2, 2008 (the “Renewed Rights Agreement”), between the Company and UMB Bank, n.a., as rights agent (the “Rights Agent”).

 

Item 1. Description of Registrant’s Securities to Be Registered.

On December 4, 2015, the Company and the Rights Agent entered into an Amendment to the Renewed Rights Agreement (the “Amendment”), pursuant to which the Company and the Rights Agent amended the Renewed Rights Agreement. The Amendment amends the definition of “Acquiring Person” to exclude LSB Funding LLC, a Delaware limited liability company (the “Purchaser”) and its Affiliates and Associates (as defined therein) in connection with the issuance of certain securities of the Company, and additional securities issuable as contemplated by the terms of those securities, to the Purchaser in connection with the transactions contemplated by that certain Securities Purchase Agreement dated as of December 4, 2015, by and among the Company, the Purchaser and Security Benefit Corporation, a Kansas corporation.

The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.2 and incorporated herein by reference.

 

Item 2. Exhibits.

 

4.1    Renewed Rights Agreement, dated as of December 2, 2008, between LSB Industries, Inc. and UMB Bank, n.a. (filed as Exhibit 4.1 to LSB Industries, Inc.’s Current Report on Form 8-K filed on December 5, 2008 by the Company with the Securities and Exchange Commission, and incorporated herein by reference).
4.2    Amendment to Renewed Rights Agreement, dated as of December 4, 2015, between LSB Industries, Inc. and UMB Bank, n.a. (filed as Exhibit 4.3 to LSB Industries, Inc.’s Current Report on Form 8-K filed on December 8, 2015, and incorporated herein by reference).

SIGNATURES

Pursuant to the requirements of Section 12 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 INDUSTRIES, INC.
Date: December 10, 2015     By:  

/s/ Mark T. Behrman

    Name:   Mark T. Behrman
    Title:  

Executive Vice President of Finance and Chief

Financial Officer

EXHIBIT INDEX

 

4.1    Renewed Rights Agreement, dated as of December 2, 2008, between LSB Industries, Inc. and UMB Bank, n.a. (filed as Exhibit 4.1 to LSB Industries, Inc.’s Current Report on Form 8-K filed on December 5, 2008 by the Company with the Securities and Exchange Commission, and incorporated herein by reference).
4.2    Amendment to Renewed Rights Agreement, dated as of December 4, 2015, between LSB Industries, Inc. and UMB Bank, n.a. (filed as Exhibit 4.3 to LSB Industries, Inc.’s Current Report on Form 8-K filed on December 8, 2015, and incorporated herein by reference).