Securities Registration (section 12(b)) (8-a12b)
July 06 2020 - 04:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-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
|
|
1-7677
|
|
73-1015226
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma
|
|
73116
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code
(405) 235-4546
Securities to be registered pursuant to Section 12(b) of the
Act:
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) or (e), check the following
box. ☒
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) or (e), check the following
box. ☐
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following
box. ☐
Securities Act registration statement file number to which this
form relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the
Act:
N/A
(Title of class)
Item 1.
|
Description
of Registrant’s Securities to be Registered.
|
The Board of Directors of LSB Industries, Inc. (the “Company”) has
taken actions to facilitate the Company’s ability to preserve its
net operating losses and certain other tax attributes. In
connection therewith, the Board declared a dividend of one
preferred share purchase right (a “Right”), payable on July 16,
2020, for each share of common stock, par value $0.10 per share, of
the Company outstanding on July 16, 2020 (the “Record Date”) to the
stockholders of record on that date. In connection with the
distribution of the Rights, the Company entered into a Section 382
Rights Agreement (the “Rights Agreement”), dated as of July 6,
2020, between the Company and Computershare Trust Company, N.A., as
rights agent.
Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series G Class C Preferred
Stock, no par value, of the Company (the “Preferred Shares”) at a
price of $10.00 per one one-thousandth of a Preferred Share
represented by a Right, subject to adjustment.
The Rights are in all respects subject to and governed by the
provisions of the Rights Agreement, which is incorporated herein by
reference. The description of the Rights is incorporated herein by
reference to the description set forth under Items 1.01 and 5.03 of
the Company’s Current Report on Form 8-K filed on July 6, 2020 and
is qualified in its entirety by reference to the full text of the
Rights Agreement.
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
3.1
|
|
Certificate of Designations of Series G Class C Preferred Stock of
LSB Industries, Inc. (incorporated by reference to Exhibit 3.1 to
the Company’s Current Report on Form 8-K filed on July 6,
2020).
|
4.1
|
|
Section 382 Rights Agreement, dated as of July 6, 2020, between LSB
Industries, Inc. and Computershare Trust Company, N.A., as rights
agent (incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed on July 6,
2020).
|
99.1
|
|
Press Release dated July 6, 2020 (incorporated by reference to
Exhibit 99.1 to the Company’s Current Report on Form 8-K filed
on July 6, 2020).
|
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
|
|
|
|
|
|
|
|
|
LSB INDUSTRIES, INC.
|
|
|
By:
|
|
/s/ Cheryl A. Maguire
|
Name:
|
|
Cheryl A. Maguire
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
Date: July 6, 2020
3
LSB Industries (NYSE:LXU)
Historical Stock Chart
From Dec 2020 to Jan 2021
LSB Industries (NYSE:LXU)
Historical Stock Chart
From Jan 2020 to Jan 2021