SEC Comment Letter for LSB INDUSTRIES, INC. (LXU) (CIK 0000060714) (LXU) — May 10, 2010
LSB INDUSTRIES, INC. (LXU) (CIK 0000060714)
Date: May 10, 2010 · CIK: 0000060714 · Accession: 0000000000-10-025698
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-07677
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE Via U.S. Mail and Facsimile (405/235-5067) Mail Stop 4631 May 10, 2010 Tony M. Shelby Executive Vice President of Finance and Chief Financial Officer LSB Industries, Inc. 16 South Pennsylvania Avenue Oklahoma City, Oklahoma 73107
Re: LSB Industries, Inc. Form 10-K for the year ended December 31, 2009 Filed March 8, 2010 File No. 001-07677
Dear Mr. Shelby:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Item 9A. Controls and Procedures, page 75
1. We note the disclosure in the first paragraph that you, with the participation of your principal executive officer and principal financial officer, concluded that your disclosure controls and procedures we re effective. The conclusion regarding the effectiveness of the disclosure contro ls and procedures must be made by the principal executive officer and principal fi nancial officer. Refer to Item 307 of
Tony M. Shelby LSB Industries, Inc. May 10, 2010 Page 2 Regulation S-K. Please tell us whet her these officers c oncluded that your disclosure controls and procedures we re effective as of December 31, 2009 and comply with this comment in future filings. Please also comply with this comment with respect to your Form 10- Q for the quarter ended March 31, 2010. Item 10. Directors, Executive Officer s and Corporate Governance, page 81
2. We note that you have not included any disc losure in response to Item 402(s) of Regulation S-K. Please advise us of the basis for your conclusion that disclosure is not necessary and describe the process you undertook to reach that conclusion. Bonuses, page 90
3. We note disclosure that bonus awards are made “based upon an assessment of an individual’s overall contribution to the Company.” In future filings, for each named executive officer, please describe th e elements of individual performance and or contribution that are taken into account. See Item 402(b)(2)(vii) of Regulation S-K. Show us what your disclosure would look like.
Item 15. Exhibits and Financia l Statement Schedules, page 112
4. We note that have not filed on EDGAR all of the schedules and exhibits to the documents filed as exhibits 4.8, 4.10, 4.14, and 10.32 to the Form 10-K. Please file complete copies of each of th ese documents, including all schedules and exhibits, with your next peri odic report or with a current report on Form 8-K. Refer to Item 601(b)(10) of Regulation S-K.
Certifications, Exhibit 31.1 and 31.2
5. In future filings, please file the certifications exactly as set forth in Item 601(b)(31)(i) of Regulation S-K. We note that the identification of the certifying individual at the beginning of the certification also includes the title of the certifying individual. The identification of the certifying individual at the beginning of the certification should be revised so as not to include the individual’s title. Please also do not replace the word “report” with “annual report” in section 4(a), functions with “function” in section 5 and “control” with “controls” in section 5(b). Please also comply with this comment with respect to your Form 10-Q for the quarter ended March 31, 2010.
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Tony M. Shelby LSB Industries, Inc. May 10, 2010 Page 3 Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact Sherry Haywood, Staff A ttorney at (202) 551-3345 or Andrew Schoeffler, Senior Attorney at ( 202) 551-3748 with any other questions.
Sincerely,
Pamela Long
Assistant Director
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631
DIVISION OF
CORPORATION FINANCE
Via U.S. Mail and Facsimile (405/235-5067)
Mail Stop 4631 May 10, 2010 Tony M. Shelby Executive Vice President of Finance and Chief Financial Officer LSB Industries, Inc. 16 South Pennsylvania Avenue Oklahoma City, Oklahoma 73107
Re: LSB Industries, Inc.
Form 10-K for the year ended December 31, 2009
Filed March 8, 2010
File No. 001-07677
Dear Mr. Shelby:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Item 9A. Controls and Procedures, page 75
1. We note the disclosure in the first paragraph that you, with the participation of
your principal executive officer and principal financial officer, concluded that your disclosure controls and procedures we re effective. The conclusion regarding
the effectiveness of the disclosure contro ls and procedures must be made by the
principal executive officer and principal fi nancial officer. Refer to Item 307 of
Tony M. Shelby
LSB Industries, Inc.
May 10, 2010 Page 2
Regulation S-K. Please tell us whet her these officers c oncluded that your
disclosure controls and procedures we re effective as of December 31, 2009 and
comply with this comment in future filings. Please also comply with this comment with respect to your Form 10- Q for the quarter ended March 31, 2010.
Item 10. Directors, Executive Officer s and Corporate Governance, page 81
2. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K. Please advise us of the basis for your conclusion that disclosure
is not necessary and describe the process you undertook to reach that conclusion.
Bonuses, page 90
3. We note disclosure that bonus awards are made “based upon an assessment of an
individual’s overall contribution to the Company.” In future filings, for each
named executive officer, please describe th e elements of individual performance
and or contribution that are taken into account. See Item 402(b)(2)(vii) of Regulation S-K. Show us what your disclosure would look like.
Item 15. Exhibits and Financia l Statement Schedules, page 112
4. We note that have not filed on EDGAR all of the schedules and exhibits to the
documents filed as exhibits 4.8, 4.10, 4.14, and 10.32 to the Form 10-K. Please
file complete copies of each of th ese documents, including all schedules and
exhibits, with your next peri odic report or with a current report on Form 8-K.
Refer to Item 601(b)(10) of Regulation S-K.
Certifications, Exhibit 31.1 and 31.2
5. In future filings, please file the certifications exactly as set forth in Item
601(b)(31)(i) of Regulation S-K. We note that the identification of the certifying
individual at the beginning of the certification also includes the title of the certifying
individual. The identification of the certifying individual at the beginning of the
certification should be revised so as not to include the individual’s title. Please also do not replace the word “report” with “annual report” in section 4(a), functions with
“function” in section 5 and “control” with “controls” in section 5(b).
Please also
comply with this comment with respect to your Form 10-Q for the quarter ended
March 31, 2010.
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information. Detailed co ver letters greatly faci litate our review.
Tony M. Shelby
LSB Industries, Inc. May 10, 2010 Page 3 Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Sherry Haywood, Staff A ttorney at (202) 551-3345 or Andrew
Schoeffler, Senior Attorney at ( 202) 551-3748 with any other questions.
Sincerely,
Pamela Long
Assistant Director