form_8k.htm
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): April 17,
2009
(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 Avenue,
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
8 – Other Events
Item
8.01. Other Events
Pursuant
to discussions with the staff of the Securities and Exchange Commission (“SEC”),
LSB Industries, Inc. (“LSB”) has executed an offer of settlement, which offer of
settlement is subject to the approval by the Commission. As
previously disclosed, the SEC has been conducting an inquiry relating to LSB’s
change in inventory accounting from LIFO to FIFO involving approximately
$500,000 by one of LSB’s subsidiaries, and, as a result of the change,
approximately three years ago LSB restated its 2004 audited financial statements
and LSB’s interim unaudited financial statements contained in its Forms 10-Qs
for the first and second quarters of 2005. Under the offer of
settlement, LSB would consent, without admitting or denying the SEC’s findings,
to an order pursuant to Section 21(c) of the Securities Act of
1934. Pursuant to the offer of settlement, LSB would agree to cease
and desist from committing or causing any violations and any future violations
of Sections 13(a), 13(b)(2)(A), and Section 13(b)(5) of the Securities Exchange
Act of 1934, as amended, and Rules 13a-1 and 13a-13 thereunder. The
offer of settlement would not require LSB to pay any fines or other monetary
penalties. In addition, Jimmie D. Jones, LSB’s former Principal
Accounting Officer and Controller, who resigned from those positions on August
15, 2008, but continues to serve as LSB’s Senior Vice President and Treasurer,
also executed an offer of settlement and stated in the offer of settlement that
he would agree to cease and desist from committing and causing any violations
and any future violations of Sections 13(b)(2)(A) and 13(b)(5) of the Exchange
Act and Exchange Act Rule 13b2-1 and from causing any violations and future
violations of Sections 13(a) and Rules 13a-1 and 13a-13. Under the
offer of settlement, there would also be a finding of a violation by Mr. Jones
of Section 4C(a)(3) of the Exchange Act and Rule 102(e)(1)(iii) of the
Commission’s Rules of Practice, and Mr. Jones would further agree not to appear
or practice before the SEC as an accountant, subject to submitting application
for reinstatement two years after the date of the final order. Under
the terms of the offer of settlement, Mr. Jones would not be required to pay any
fines or other monetary penalties. The offer of settlement, as
executed by LSB and Mr. Jones, is subject to approval by the
Commission.
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: April 17,
2009
LSB
INDUSTRIES, INC.
By: /s/Tony M. Shelby
Name: Tony
M. Shelby
Title: Executive
Vice President of Finance,
Chief
Financial Officer