-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cr3bG85qqIUIDK0Q37IVDe62CbUrZyLFN1MtjAevxCkP9VVDlBw48blXYki0keUX axEImFf8O8eI3doCdGWGOQ== 0000950135-06-001311.txt : 20060302 0000950135-06-001311.hdr.sgml : 20060302 20060302085304 ACCESSION NUMBER: 0000950135-06-001311 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060223 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060302 DATE AS OF CHANGE: 20060302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LSB CORP CENTRAL INDEX KEY: 0001143848 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 043557612 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32955 FILM NUMBER: 06657916 BUSINESS ADDRESS: STREET 1: C/O LSB CORP. STREET 2: 30 MASSACHUSETTS AVE. CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 9789757500 8-K 1 b59476lse8vk.txt LSB CORPORATION 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): FEBRUARY 23, 2006 LSB CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 000-32955 04-3557612 (State or other jurisdiction (Commission File Number) (I.R.S. of incorporation) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] 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)) ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT (a) Effective February 23, 2006, the Boards of Directors (collectively, "the Boards") of LSB Corporation ("the Registrant") and its principal operating subsidiary, Lawrence Savings Bank ("the Bank"), and Gerald T. Mulligan, President and Chief Executive Officer, by mutual agreement, terminated the Employment Agreement dated January 3, 2006 (the "Employment Agreement") between Mr. Mulligan, the Registrant and the Bank. In conjunction therewith, the Boards resolved that Mr. Mulligan should continue to serve as President and Chief Executive Officer of the Registrant and the Bank with the same compensation as provided in the Employment Agreement and with the benefits applicable to senior officers and employees generally until further order of the Boards. For a description and the text of the Employment Agreement, please see the Current Report of the Registrant on Form 8-K filed with the Securities and Exchange Commission on November 4, 2005, and Exhibit 10.17 thereto, which Report and Exhibit are attached hereto and incorporated by reference herein as Exhibits 99.1 and 10.1, respectively. The letter dated February 23, 2006 from Mr. Mulligan, countersigned on behalf of the Boards by Thomas J. Burke, Chairman of the Boards, memorializing the termination of the Employment Agreement is attached hereto and incorporated by reference herein as Exhibit 10.2. A copy of the Resolutions adopted by the Boards authorizing the termination of the Employment Agreement is attached hereto and incorporated by reference herein as Exhibit 99.2. Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) The following exhibits are filed with this Report: 10.1 Exhibit 10.17 to the Current Report of Registrant on Form 8-K filed November 4, 2005, and incorporated by reference herein. 10.2 Letter dated February 23, 2006 from Gerald T. Mulligan, President and Chief Executive Officer, to Board of Directors, LSB Corporation. 99.1 Current Report of Registrant on Form 8-K filed November 4, 2005, and incorporated by reference herein. 99.2 Resolutions of LSB Corporation and Lawrence Savings Bank Adopted at a Joint Meeting of the Board of Directors, February 23, 2006. 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: March 1, 2006 By: /s/ GERALD T. MULLIGAN ------------------------------------- Gerald T. Mulligan President and Chief Executive Officer EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 10.1 Exhibit 10.17 to the Current Report of Registrant on Form 8-K filed November 4, 2005, and incorporated by reference herein. 10.2 Letter dated February 23, 2006 from Gerald T. Mulligan, President and Chief Executive Officer, to Board of Directors, LSB Corporation. 99.1 Current Report of Registrant on Form 8-K filed November 4, 2005, and incorporated by reference herein. 99.2 Resolutions of LSB Corporation and Lawrence Savings Bank Adopted at a Joint Meeting of the Board of Directors, February 23, 2006.
EX-10.2 2 b59476lsexv10w2.txt EX-10.2 LETTER DATED FEBRUARY 23, 2006 Exhibit 10.2 February 23, 2006 CONFIDENTIAL Board of Directors LSB Corporation Dear Members of the Board: I would be comfortable performing my duties as President and Chief Executive Officer of LSB Corporation and Lawrence Savings Bank (the "Company") without the security of an employment agreement. In light of the Boards' action on January 10, 2006, not to renew all other existing employment agreements, I think it appropriate that we mutually agree to terminate my Employment Agreement, dated November 1, 2005. Following such termination, I shall continue to perform the duties of President and Chief Executive Officer of the Company pursuant to your appointment, and subject to removal by you at any time. Until changed by you, my compensation will remain as at present. In all other respects I will be subject to and governed by the Bank's benefits, policies and procedures applicable to senior officers and employees generally. If the foregoing is acceptable to the Company, kindly so indicate by signing and dating the enclosed duplicate original copy of this letter, which shall be kept in the permanent records and minute books of the Company to memorialize the termination of the Employment Agreement. Very truly yours. /S/ GERALD T. MULLIGAN - --------------------------------------- Gerald T. Mulligan President & Chief Executive Officer Enclosure Accepted and Agreed LSB CORPORATION LAWRENCE SAVINGS BANK By /S/ THOMAS J. BURKE ---------------------------------------- Thomas J. Burke, Chairman of the Board Dated: February 23, 2006 EX-99.2 3 b59476lsexv99w2.txt EX-99.2 RESOLUTIONS OF LSB, DATED FEBRUARY 23, 2006 EXHIBIT 99.2 LSB CORPORATION LAWRENCE SAVINGS BANK RESOLUTIONS ADOPTED AT A JOINT MEETING OF THE BOARDS OF DIRECTORS FEBRUARY 23, 2006 WHEREAS, as of November 1, 2005, LSB Corporation and Lawrence Savings Bank (collectively, the "Company") and Gerald T. Mulligan entered into that certain Employment Agreement providing for the employment of Mr. Mulligan as President and Chief Executive Officer of the Company, commencing January 3, 2006, which Employment Agreement remains in effect at the present time; and WHEREAS, by vote of the Boards of Directors on January 10, 2006, employment contracts between the Company and Timothy Felter, John Sharland and Richard D'Ambrosio were not renewed, thereby leaving Mr. Mulligan as the only employee with a continuing employment contract; and WHEREAS, by letter dated February 23, 2006, Mr. Mulligan has indicated that he would be comfortable performing his duties as President and Chief Executive Officer of the Company without the protection of the Employment Agreement and subject to removal by the Boards of Directors of the Company at any time and has requested the Company to agree to terminate the aforesaid Employment Agreement; and WHEREAS, the Boards of Directors have determined that it is in the best interests of the Company to honor Mr. Mulligan's request to terminate the Employment Agreement without prejudice to Mr. Mulligan's continued service as President and Chief Executive Officer of the Company; and WHEREAS, it is the desire of the Boards of Directors that Mr. Mulligan continue to serve as President and Chief Executive Officer of the Company, with the same compensation and benefits as heretofor; NOW, THEREFORE, it shall be and hereby is by these Boards of Directors RESOLVED: That the Chairman, in the name and on behalf of the Company, is hereby authorized to execute and deliver to Mr. Mulligan and to the Secretary of the Company for retention in the permanent records and minute books of the Company that certain letter dated February 23, 2006 from Mr. Mulligan to these Boards, thereby terminating, effective as of this date, that certain Employment Agreement dated November 1, 2005 between Mr. Mulligan and the Company; and it is further RESOLVED: That Mr. Mulligan continue to serve as President and Chief Executive Officer of the Company, with the same compensation as heretofore and benefits applicable to senior officers and employees generally, until further order of these Boards. -----END PRIVACY-ENHANCED MESSAGE-----