8-K

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): December 16, 2009

LSB CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	000-32955	04-3557612
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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):

o   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))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On December 16, 2009, LSB Corporation (the “Company”) entered into a Repurchase Agreement (the “Repurchase Agreement”) between the United States Department of the Treasury (“Treasury”), pursuant to which the Company repurchased the warrant that entitled Treasury to purchase 209,497 shares of the Company common stock (the “Warrant”). The Company issued the Warrant on December 12, 2008 in connection with the preferred stock investment it received under Treasury’s Capital Purchase Program. The Company repurchased the Warrant for $560,000. The Company previously repaid the entire $15 million preferred stock investment it received under Treasury’s Capital Purchase Program. As a result of the Warrant repurchase, Treasury does not own any more securities of the Company issued under the Capital Purchase Program. The Repurchase Agreement is attached as Exhibit 10.1 to this filing and is incorporated herein by reference.

Item 8.01. Other Events.

     On December 16, 2009, the Company issued a press release announcing the transaction described above under “Item 1.01 Entry into a Material Definitive Agreement.” A copy of the press release is attached as Exhibit 99.1 to this filing and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
10.1	Repurchase Agreement, dated December 16, 2009, between the United States Department of the Treasury and LSB Corporation.
99.1	Press Release dated December 16, 2009.

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.

	LSB CORPORATION
DATED: December 17, 2009	By:	/s/ GERALD T. MULLIGAN
		Gerald T. Mulligan
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Repurchase Agreement, dated December 16, 2009, between the United States Department of the Treasury and LSB Corporation.
99.1	Press Release dated December 16, 2009.

EX-10.1

Exhibit 10.1

UNITED STATES DEPARTMENT OF THE TREASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220

December 16, 2009

Ladies and Gentlemen:

     Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

     As documented by the Repurchase Letter Agreement, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement. Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor. In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

     (a) The Company hereby acknowledges receipt from the Investor of the Warrant; and

     (b) The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

     This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

     This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

UST Sequence No. 267

     In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY
By:	/s/ Herbert M. Allison, Jr.
	Name:	Herbert M. Allison, Jr.
	Title:	Assistant Secretary for Financial Stability
COMPANY: LSB Corporation
By:	/s/ Gerald T. Mulligan
	Name:	Gerald T. Mulligan
	Title:	President & Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT: Gerald T. Mulligan
	President & CEO (978) 725-7555

LSB Corporation Repurchases U. S. Treasury’s Warrant as Part of the Capital Purchase Program
Redemption

NORTH ANDOVER, MA, — (MARKET WIRE) — December 16, 2009 — LSB Corporation (NASDAQ-LSBX) (the “Company”) today announced that it repurchased for $560,000 the warrant for 209,497 shares of the Company’s common stock sold to the U.S. Treasury in connection with the Treasury’s preferred stock investment made under the Capital Purchase Program on December 12, 2008. The warrant had an exercise price of $10.74 per share. The Company redeemed the Treasury’s preferred stock investment on November 18, 2009.

“This warrant repurchase represents the final step in a lengthy process to exit the Capital Purchase Program. It gives me great pleasure to report to our shareholders that the Company was able to negotiate what I believe is a fair price for the repurchase of the warrant,” said Gerald T. Mulligan, President and CEO of LSB Corporation and River Bank.

The Company and the Bank exceeded the federal regulatory standards to be considered “well-capitalized” prior to participation in the Capital Purchase Program and will continue to be “well-capitalized” after repurchase from the U.S. Treasury of both the warrant and its preferred stock investment.

Press releases and SEC filings can be viewed on the internet at our website www.RiverBk.com/press-main.html or www.RiverBk.com/stockholder-info.html, respectively.

LSB Corporation is a Massachusetts corporation that conducts all of its operations through its sole subsidiary, River Bank (the “Bank”). The Bank offers a range of commercial and consumer loan and deposit products and is headquartered at 30 Massachusetts Avenue, North Andover, Massachusetts, approximately 25 miles north of Boston. River Bank operates 5 full-service banking offices in Massachusetts in Andover, Lawrence, Methuen (2) and North Andover and 2 full-service banking

offices in New Hampshire in Derry and Salem. As of September 30, 2009, the Company had total assets of $807 million and total deposits of $471 million.

The reader is cautioned that this press release may contain certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are expressions of management’s expectations as of the date of this press release regarding future events or trends and which do not relate to historical matters. Such expectations may or may not be realized, depending on a number of variable factors, including but not limited to, changes in interest rates, changes in real estate valuations, general economic conditions (either nationally or regionally), regulatory considerations and competition. For more information about these factors, please see our recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q on file with the SEC, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. As a result of such risk factors and uncertainties, the Company’s actual results may differ materially from such forward-looking statements. The Company does not undertake and specifically disclaims any obligation to publicly release updates or revisions to any such forward-looking statements as a result of new information, future events or otherwise.