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 4, 2014
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.) |
| 16 South Pennsylvania Avenue, Oklahoma City, Oklahoma | 73107 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (405) 235-4546
Not applicable
(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) |
| ¨ | 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)) |
Section 5 – Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 4, 2014, the Board of Directors of the Company adopted and approved an amendment to the Company’s Bylaws which clarifies the duties of the treasurer of the Company and deletes a provision that the treasurer will be the chief accounting officer of the Company.
The amendment to the Company’s Bylaws is set forth in the Third Amendment to the Amended and Restated Bylaws attached hereto as Exhibit 3(ii) and is incorporated herein by reference. The amendment was effective February 4, 2014.
Section 9—Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 3(ii) | Third Amendment to the Amended and Restated Bylaws of LSB Industries, Inc., effective February 4, 2014. |
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: February 10, 2014
| LSB INDUSTRIES, INC. | ||
| By: | /s/ Tony M. Shelby | |
| Tony M. Shelby, | ||
| Executive Vice President of Finance, | ||
| Chief Financial Officer | ||
Exhibit 3(ii)
THIRD AMENDMENT
TO THE AMENDED AND RESTATED BYLAWS
OF
LSB INDUSTRIES, INC.
The following amendment to the Amended and Restated Bylaws of LSB Industries, Inc. (the “Corporation”), dated August 20, 2009, as amended by the First Amendment, dated February 18, 2010, and the Second Amendment, dated January 17, 2014 (together, the “Bylaws”), was approved and adopted by the Board of Directors of the Corporation at their meeting held on February 4, 2014:
1. Amendment to ARTICLE V, Section 13. “Treasurer.” Section 13 of ARTICLE V of the Bylaws is hereby deleted in its entirety, and the following new Section 13 is substituted in lieu thereof:
“Section 13. Treasurer. The Treasurer shall manage the funds of the Corporation and manage the securities of the Corporation that are held by the Corporation and shall perform the duties incident to the office of treasurer, subject to the direction of the Board of Directors.”
2. The Bylaws of the Corporation, as amended and modified by this Third Amendment to the Amended and Restated Bylaws of LSB Industries, Inc., set forth the entire bylaws of the Corporation. This Third Amendment to the Amended and Restated Bylaws of LSB Industries, Inc. is effective February 4, 2014, the date the Board of Directors adopted and approved such amendment.
Dated: February 4, 2014
| LSB INDUSTRIES, INC. |
| /s/ Jack E. Golsen |
| Jack E. Golsen |
| Chairman of the Board |
| /s/ David M. Shear |
| David M. Shear, Secretary |