Attached files
file | filename |
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EX-32.2 - EXHIBIT 32.2 - LSB INDUSTRIES INC | ex_322.htm |
EX-32.1 - EXHIBIT 32.1 - LSB INDUSTRIES INC | ex_321.htm |
EX-31.1 - EXHIBIT 31.1 - LSB INDUSTRIES INC | ex_311.htm |
EX-31.2 - EXHIBIT 31.2 - LSB INDUSTRIES INC | ex_312.htm |
LSB
Industries, Inc.
Form
10-Q/A (6-30-2010)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q/A
Amendment No.
1
[X]
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the quarterly period
ended June
30, 2010
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OR
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[
]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from
_____________to______________
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Commission
file
number 1-7677
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LSB
Industries, Inc.
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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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16 South Pennsylvania
Avenue, Oklahoma City, Oklahoma 73107
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Address of principal executive offices Zip
Code
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(405)
235-4546
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Registrant's
telephone number, including area code
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None
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Former
name, former address and former fiscal year, if changed since last
report.
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Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [ ] No
Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the Registrant was required to submit
and post such files). [ ] Yes [ ]
No
1
(Facing
Sheet Continued)
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer [ ] Accelerated filer [X]
Non-accelerated
filer [ ] Smaller reporting company [ ]
(Do not
check if a smaller reporting company)
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Act). [ ] Yes [X] No
The
number of shares outstanding of the Registrant's voting common stock, as of July
30, 2010 was 21,093,683 shares, excluding 4,320,462 shares held as treasury
stock.
2
Explanatory
Note
The
Quarterly Report on Form 10-Q for LSB Industries, Inc. for the quarterly period
ended June 30, 2010, as filed with the Securities and Exchange Commission
on August 6, 2010 ("Form 10-Q"), is being amended by this Amendment No. 1 solely
to reflect all the exhibits in this report.
In
connection with filing of this Amendment No. 1 and pursuant to
Rule 12b-15, certain certifications which we filed as exhibits 32.1 and
32.2 with the Form 10-Q were inadvertently not listed or described in the
exhibit list under Item 6. Thus, we are filing this Amendment No. 1 to the
Form 10-Q to adequately list and describe all exhibits, including exhibits 32.1
and 32.2 which are the certifications under Section 906 for our Principle
Executive Officer and Principle Financial Officer. The remainder of
the Form 10-Q is unchanged and is not reproduced in this Amendment
No. 1. Except for the foregoing amended information, the Form 10-Q
continues to describe conditions as of the date of the original filing of such
Form 10-Q, and we have not updated the disclosures contained therein to reflect
events that have occurred at a later date.
Item 6.
Exhibits
(a)
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Exhibits The
Company has included the following exhibits in this
report:
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4.1a
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Amended
and Restated Loan and Security Agreement by and among LSB Industries,
Inc., ThermaClime, Inc. and each of its subsidiaries that are Signatories,
the lenders and Wells Fargo Foothill, Inc., which the Company hereby
incorporates by reference from Exhibit 4.2 to the Company’s Form 10-Q for
the fiscal quarter ended September 30, 2007.
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4.1b
*
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Exhibits
and Schedules to the Amended and Restated Loan and Security Agreement by
and among LSB Industries, Inc., ThermaClime, Inc. and each of its
subsidiaries that are Signatories, the lenders and Wells Fargo Foothill,
Inc.
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4.2a
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Term
Loan Agreement, dated as of November 2, 2007, among LSB Industries, Inc.,
ThermaClime, Inc. and certain subsidiaries of ThermaClime, Inc., Cherokee
Nitrogen Holdings, Inc., the Lenders, the Administrative and Collateral
Agent and the Payment Agent, which the Company hereby incorporates by
reference from Exhibit 4.1 to the Company’s Form 10-Q for the fiscal
quarter ended September 30, 2007.
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4.2b
*
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Exhibits
and Schedules to the Term Loan Agreement, dated as of November 2, 2007,
among LSB Industries, Inc., ThermaClime, Inc. and certain subsidiaries of
ThermaClime, Inc., Cherokee Nitrogen Holdings, Inc., the Lenders, the
Administrative and Collateral Agent and the Payment
Agent.
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10.1a
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Asset
Purchase Agreement, dated as of December 6, 2002 by and among Energetic
Systems Inc. LLC, UTeC Corporation, LLC, SEC Investment Corp. LLC,
DetaCorp Inc. LLC, Energetic Properties, LLC, Slurry Explosive
Corporation, Universal Tech Corporation, El Dorado Chemical Company, LSB
Chemical Corp., LSB Industries, Inc. and Slurry Explosive Manufacturing
Corporation, LLC, which the Company hereby incorporates by reference from
Exhibit 2.1 to the Company's Form 8-K, dated December 12,
2002.
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3
10.1b
*
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Exhibits
and Disclosure Letters to the Asset Purchase Agreement, dated as of
December 6, 2002 by and among Energetic Systems Inc. LLC, UTeC
Corporation, LLC, SEC Investment Corp. LLC, DetaCorp Inc. LLC, Energetic
Properties, LLC, Slurry Explosive Corporation, Universal Tech Corporation,
El Dorado Chemical Company, LSB Chemical Corp., LSB Industries, Inc. and
Slurry Explosive Manufacturing Corporation, LLC.
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10.2 *
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Second
Amendment to the Nitric Acid Supply, Operating and Maintenance Agreement,
dated June 16, 2010, between El Dorado Nitrogen, L.P., El Dorado Chemical
Company and Bayer MaterialScience, LLC. CERTAIN
INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF A
REQUEST FOR CONFIDENTIAL TREATMENT UNDER THE FREEDOM OF INFORMATION ACT
AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED
INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES
AND EXCHANGE COMMISSION FOR THE PURPOSES OF THIS
REQUEST.
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10.3
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Consent,
Joinder and Second Amendment, dated as of April 1, 2010, by and among LSB
Industries, Inc., ThermaClime, Inc., each of the Subsidiaries of
ThermaClime identified on the signature pages thereof, the lenders
identified on the signature pages thereof, Wells Fargo Capital finance,
Inc., as the arranger and administrative agent, and Consolidated
Industries Corp., which the Company hereby incorporates by reference from
Exhibit 99.3 to the Company’s Form 8-K, filed April 7,
2010.
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10.4
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Amendment
and Waiver to the Term Loan, dated April 1, 2010, by and among
ThermaClime, Inc., Cherokee Nitrogen Holdings, Inc., Northwest Financial
Corporation, Chemex I Corp., Chemex II Corp., Cherokee Nitrogen
Company, ClimaCool Corp., ClimateCraft, Inc., Climate Master,
Inc., DSN Corporation, El Dorado Chemical Company, International
Environmental Corporation, Koax Corp., LSB Chemical Corp., The Climate
Control Group, Inc., Trison Construction, Inc., ThermaClime
Technologies, Inc., XpediAir, Inc., LSB Industries, Inc., each lender
party thereto, Banc of America Leasing & Capital, LLC, as
Administrative Agent and as Collateral Agent, Bank of Utah, as Payment
Agent, and Consolidated Industries Corp., which the Company hereby
incorporates by reference from Exhibit 99.4 to the Company’s Form 8-K,
filed April 7, 2010.
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21.1
*
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Subsidiaries
of the Company
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31.1
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Certification
of Jack E. Golsen, Principle Executive Officer, pursuant to
Sarbanes-Oxley Act of 2002, Section 302.
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31.2
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Certification
of Tony M. Shelby, Principle Financial Officer, pursuant to
Sarbanes-Oxley Act of 2002, Section 302.
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32.1
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Certification
of Jack E. Golsen, Principle Executive Officer, furnished pursuant to
Sarbanes-Oxley Act of 2002, Section 906.
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32.2
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Certification
of Tony M. Shelby, Principle Financial Officer, furnished pursuant to
Sarbanes-Oxley Act of 2002, Section 906.
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*
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Previously
filed with Form 10-Q
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4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has caused the undersigned, duly authorized, to sign this report on its
behalf on this 6th day
of August 2010.
LSB
INDUSTRIES, INC.
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By:
/s/ Tony M. Shelby
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Tony
M. Shelby
Executive
Vice President of Finance and Chief Financial Officer
(Principal
Financial Officer)
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By:
/s/ Harold L. Rieker, Jr.
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Harold
L. Rieker, Jr.
Vice
President and Principal Accounting
Officer
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5