11 21 06 8k
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported) November 21,
2006
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
1-7677
|
|
73-1015226
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
|
|
16
South Pennsylvania, Oklahoma City, Oklahoma
(Address
of principal executive offices)
|
|
73107
(Zip
Code) |
| |
|
|
|
|
| |
|
|
|
|
Registrant's
telephone number, including area code (405) 235-4546
(Former
name or former address, if changed since last report)
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)
|
| |
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| |
o
|
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))
|
Section 3
- Securities and Trading Markets
Item 3.02:
Unregistered
Sales of Equity Securities
On
November 21, 2006, Context Capital Management LLC (“Context Capital”) exercised
its right to convert an aggregate of $2.5 million principal amount of the 7%
Convertible Senior Subordinated Debentures due 2011 (the “Debentures”) of LSB
Industries, Inc. (the “Company”), which is the balance of the Debentures owned
beneficially by Context Capital. Pursuant to the terms of the Indenture, dated
March 3, 2006, governing the Debentures, the conversion rate was 141.25 shares
of common stock for each $1,000 principal amount of converted Debentures. As
a
result, the Company will issue to an aggregate of 353,125 shares of common
stock
to Context Capital or one of its affiliates.
In
connection with the conversion, the Company agreed to pay an aggregate of
$87,500, representing interest that would be due in March 2007. This conversion
reduces the Company’s debt by $2.5 million and correspondingly increases
stockholders’ equity by the same amount. Following this conversion, $11.75
million of the principal amount of the Debentures remains
outstanding.
The
issuance of the common stock upon conversion of the Debentures will be made
in
reliance on the exemption from registration provided by Section 3(a)(9) of
the
Securities Act of 1933, as amended (the “Act”). The conversion was effected
without any form of general solicitation or general advertising. No commission
or other remuneration was paid directly or indirectly for soliciting this
transaction. The shares of common stock issued and issuable upon conversion
of
the outstanding Debentures are registered for resale under the Company’s Form
S-1 Registration Statement, file number 333-134111, declared effective May
26,
2006.
During
the period from September 1, 2006 to February 28, 2009, the conversion rate
of
the Debentures declines every six months, starting at 141.25 shares and ending
at 129.23 shares per $1,000 principal amount of Debentures (representing an
approximate conversion price of between $7.08 and $7.74 during such period).
On
and after March 1, 2009, the conversion rate is 125 shares per $1,000 principal
amount of Debentures (representing a conversion price of $8.00 per share).
The
conversion rate is subject to certain
anti-dilution adjustments.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: November
21, 2006 LSB
INDUSTRIES, INC.
By: /s/
Tony M. Shelby
Tony
M. Shelby
Executive
Vice President-Finance
Chief
Financial Officer