PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The information required by Part I is included in documents to be sent or given to the participants. See also Exhibit Index on page 6.
Item 2. Registration Information and Employee Plan Annual Information.
Upon written or oral request, Lapolla Industries, Inc., a Delaware corporation (the “registrant”) will provide, without charge, a copy of all documents incorporated by reference in Item 3 of Part II of this registration statement, which are incorporated by reference in the Section 10(a) prospectus, and all other documents required to be delivered to employees pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). All requests should be made to Lapolla Industries, Inc., attn: Michael T. Adams, Corporate Secretary, 15402 Vantage Parkway East, Suite 322, Houston, Texas 77032, telephone number (281) 219-4700.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and Exchange Commission (the “Commission”), are incorporated in this registration statement by reference:
(a) The registrant’s latest annual report on Form 10-K.
(b) All other reports filed by the registrant pursuant to sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the year covered by the Form 10-K referred to in (a) above.
(c) Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
The registrant is authorized to issue shares of common stock, par value $.01, pursuant to its Restated Certificate of Incorporation, as amended from time to time (the “Common Stock”). All such shares are of one class, which shares of Common Stock have full voting and dividend rights (subject to such preferential dividend rights as may be applicable to shares of Preferred Stock) but without cumulative voting rights or any pre-emptive rights.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
The registrant’s Restated Certificate of Incorporation, as amended from time to time, generally provides for the maximum indemnification of a corporation’s officers and directors as permitted by law in the State of Delaware. Delaware law empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except in the case of an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful.