nl8k121707.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)
December
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
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change of Fiscal
Year
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On
December 11 2007, the registrant’s board of directors approved pursuant to an
unanimous written consent effective December 1, 2007 an amendment and
restatement of Article IX of the registrant’s by-laws to allow for
uncertificated shares of the registrant in order for such shares to be eligible
for participation in the Direct Registration System of the Depository Trust
Company by January 1, 2007. This system will allow for the electronic
issuance and transfer of uncertificated shares of NL common stock. In
addition, the amendment added certain additional language
regarding:
·
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requirements
for stock certificates;
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·
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lost
of stolen stock certificates;
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·
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the
registrant’s right to recognize the exclusive right of a person registered
on its books as the owner of shares;
and
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·
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restrictions
on transfers of shares
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Pursuant
to the amendment and restatement, Article IX of the registrant’s by-laws reads
in its entirety as follows:
ARTICLE IX
STOCK
CERTIFICATES
9.1 Form. The
shares of stock of the Corporation shall be represented by certificates, or
shall be uncertificated shares. Every holder of uncertificated shares
of the Corporation shall be entitled upon request to have a stock certificate
issued to such holder signed by the chairman of the board, the president or
any
vice-president, and may be countersigned by the treasurer or an assistant
treasurer, or the secretary or an assistant secretary, certifying to the number
of shares owned by such shareholder. Any and all signatures upon a
certificate may be a facsimile. In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon
such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he or she were such officer, transfer agent or
registrar at the date of issue. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the
person to whom either certificated or uncertificated shares are issued, with
the
number of shares and date of issue, shall be entered on the books of the
Corporation. Notwithstanding any other provision in these By-Laws,
the Corporation may adopt a system of issuance, recordation and transfer of
its
shares by electronic or other means not involving any issuance of certificates,
including provisions for notice to purchasers in substitution for any required
statements or certificates, and as may be required by applicable law, which
system has been approved by the U.S. Securities and Exchange
Commission. Any system so adopted shall not become effective as to
issued and outstanding certificated securities until the certificates therefor
have been surrendered to the Corporation.
9.2 Transfers. Transfers
of stock shall be made only upon the transfer books of the Corporation or
respective transfer agents designated to transfer the several classes of stock
and, in the case of shares represented by a certificate or certificates, upon
the surrender of a properly endorsed certificate or certificates for a like
number of shares.
9.3 Lost
or Destroyed Certificates. The Corporation may issue a new stock
certificate in place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, and the Corporation shall, except as
otherwise determined by the board of directors, the chairman of the board,
the
president, the chief executive officer any vice-president or other authorized
officer, require the owner of the lost, stolen or destroyed certificate, or
his
or her legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance
of
such new certificate.
9.4 Registered
Stockholders. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares
to
receive dividends, and to vote as such owner, and to hold liable for calls
and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of another person, whether or not the Corporation shall
have
express or other notice thereof, except as otherwise provided by the laws of
the
State of New Jersey.
9.5 Restrictions
on Transfers of Shares. Notice of any restriction on the
transfer of shares of the Corporation’s stock shall be placed on each
certificate of stock issued, or in the case of uncertificated shares, contained
in the notice sent to the registered holder of such shares, in addition to
such
other requirements of the laws of the State of New Jersey for such certificate
or notice.
Prior
to
such amendment, Article IX of the registrant’s by-laws read in its entirety as
follows:
ARTICLE
IX
TRANSFER
OF STOCK
Shares
of
stock of the Corporation shall be transferred only on the books of the
Corporation by the holder thereof, in person or by his attorney duly authorized
thereto in writing, upon the surrender of the certificate
therefor. Whenever any transfer shall be made for collateral security
and not absolutely, the same shall be so expressed in the entry of said
transfer.
In
the
case of loss or destruction of a certificate of shares of stock, another may
be
issued in its place, upon proof of such loss and the giving of a satisfactory
bond of indemnity.
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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3.1*
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Restated
By-Laws of NL Industries, Inc. as of December 1, 2007
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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: December
17, 2007
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A.
Andrew R. Louis, Secretary
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Exhibit
Index
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3.1*
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Restated
By-Laws of NL Industries, Inc. as of December 1, 2007
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* Filed
herewith.
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