nl8k101707.htm
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 the earliest event reported)
October
11, 2007
NL
Industries, Inc.
(Exact
name of registrant as specified in its charter)
New
Jersey
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1-640
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13-5267260
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5430
LBJ Freeway, Suite 1700, Dallas, Texas
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75240-2697
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(972)
233-1700
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(Former
name or former address, if changed since last report.)
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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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
1.01
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Entry
into a Material Definitive
Agreement
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On
October 11 2007, the registrant entered into a Stock Purchase Agreement dated
as
of October 11, 2007 with Valhi, Inc., a Delaware corporation and a parent
corporation of the registrant. Pursuant to the agreement, the
registrant sold to Valhi 800,000 shares of the common stock, par value $0.01
per
share, of Titanium Metals Corporation, a Delaware corporation that is an
affiliate of Valhi (“TIMET”), for a purchase price of $33.50 per share
and an aggregate purchase price of $26.8 million. The sales price was
equal to the closing sales price per share for TIMET common stock at the close
of business on October 10, 2007, which was higher than the average of closing
sales prices for TIMET common stock over the thirty days ending on
October 10, 2007. At a meeting held on October 11, 2007, the
registrant’s independent directors approved the sale. Valhi used its
cash on hand to purchase the shares. This description of the stock
purchase agreement is qualified in its entirety by reference to the stock
purchase agreement filed as Exhibit 10.1 to this current report and incorporated
herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(c)
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Exhibits.
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10.1*
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Stock
Purchase Agreement dated as of October 11, 2007 between NL Industries,
Inc. and Valhi, Inc.
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* Filed
herewith.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NL
Industries, Inc.
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(Registrant)
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By: /s/
A. Andrew R. Louis
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Date: October
17, 2007
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A.
Andrew R. Louis, Secretary
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Exhibit
Index
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10.1*
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Stock
Purchase Agreement dated as of October 11, 2007 between NL Industries,
Inc. and Valhi, Inc.
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* Filed
herewith.
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