As filed with the U.S. Securities and Exchange Commission on May 27, 2021
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
LSB Industries, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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73-1015226
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3503 NW 63rd Street, Suite 500,
Oklahoma City, Oklahoma
(405) 235-4546
(Address, including zip code of registrants principal executive offices)
LSB Industries, Inc.
2016 Long Term Incentive Plan
(As Amended and Restated March 4, 2021)
(Full title of the plan)
Michael J. Foster
Executive Vice President, General Counsel and Secretary
3503 NW 63rd Street, Suite 500,
Oklahoma City, Oklahoma
(405) 235-4546
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Craig E. Marcus
Ropes & Gray LLP
Prudential Tower
800
Boylston Street
Boston, MA 02199
(617) 951-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act). ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)(2)
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Proposed
Maximum
Offering
Price
per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.10 per share
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5,013,255 shares
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$6.04 (3)
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$30,280,060.20 (3)
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$3,304
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(1)
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Represents shares of common stock, par value $0.10 per share (the Common Stock), of LSB Industries,
Inc. (the Registrant) reserved for issuance under the LSB Industries, Inc. 2016 Long Term Incentive Plan (As Amended and Restated March 4, 2021) (the Amended 2016 Plan). Pursuant to Rule 416(a) under the Securities
Act, this Registration Statement also covers an indeterminate amount of additional shares of Common Stock that may become issuable under the Amended 2016 Plan to prevent dilution from any stock splits, stock dividends, recapitalization or other
similar transactions.
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(2)
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Includes (a) 3,000,000 shares of Common Stock newly reserved for issuance under the Amended 2016 Plan,
(b) 174,884 shares of Common Stock that have been previously registered and remain available for issuance under the initially adopted LSB Industries, Inc. 2016 Long Term Incentive Plan (the Initial 2016 Plan), and (c) 1,838,371
shares of Common Stock underlying outstanding awards under the Initial 2016 Plan or the LSB Industries, Inc. 2008 Incentive Stock Plan, as amended (the 2008 Plan), which shares may become available for issuance under awards pursuant to
the terms of the Amended 2016 Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act of 1933, and based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on May 25, 2021.
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