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):
October 22, 2010
LSB CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts
(State or other jurisdiction
of incorporation)
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000-32955
(Commission File Number)
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04-3557612
(I.R.S. Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders
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At the Special Meeting of Shareholders held on Wednesday, October 27, 2010, shareholders
approved the agreement and plan of merger, dated as of July 15, 2010, by and among LSB Corporation
(the “Company”), River Bank, People’s United Financial, Inc., People’s United Bank and Bridgeport
Merger Corporation (the “Merger Agreement”).
Set forth below are the voting results for the two proposals considered and voted upon at the
Special Meeting of Shareholders, each of which was described in more detail in the Company’s
definitive Proxy Statement delivered to the Company’s shareholders and filed with the Securities
and Exchange Commission (the “Commission”) on September 15, 2010:
1. To approve the agreement and plan or merger, dated as of July 15, 2010, by
and among LSB Corporation, River Bank, People’s United Financial, Inc.,
People’s United Bank and Bridgeport Merger Corporation.
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FOR
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3,646,352.383572
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AGAINST
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15,813.421030
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ABSTAIN
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1,687.105353
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2. To approve the adjournment of the Special Meeting, if necessary or
appropriate, to solicit additional proxies in favor of approval of the Merger
Agreement.
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FOR
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3,619,005.647106
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AGAINST
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40,824.157496
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ABSTAIN
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4,023.105353
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Item 8.01. Other Events.
On July 27, 2010, George Assad, Jr., an alleged stockholder of the Company, filed a putative
class action allegedly on behalf of all Company stockholders in the Massachusetts Superior Court,
Essex County, against the Company, River Bank, the Company’s board of Directors, People’s United
Financial, Inc. (“People’s United”), People’s United Bank, a wholly-owned subsidiary of People’s
United, and Bridgeport Merger Corporation, a wholly-owned subsidiary of People’s United. The case,
which subsequently was consolidated with another case and transferred to the Business Litigation
Section of the Massachusetts Superior Court sitting in Suffolk County, is captioned
George Assad,
Jr. v. LSB Corporation et al.
, Suffolk Civil Action No. 2010-3626-BLS2). The Company incorporates
herein by reference the Company’s previous disclosure regarding this legal proceeding appearing in
Part II, Item 1, “Legal Proceedings”, in our Periodic Report on Form 10-Q filed with the Commission
on August 13, 2010 and “Litigation Related to the Merger”, in the Company’s definitive Proxy
Statement delivered to the Company’s shareholders and filed with the Commission on September 15,
2010.
On October 22, 2010, the Superior Court denied the plaintiffs motion for preliminary
injunction to prevent, pending additional disclosure, the shareholder vote scheduled for October
27, 2010, stating that “[o]verall, the Court concludes that the plaintiffs have not established a
likelihood of success on the merits of their claim of inadequate disclosure.”