nl8k052108.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)
May
21, 2008
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 By-laws; Change of Fiscal
Year
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On May
21, 2008, by all the requisite votes, the registrant’s shareholders adopted
proposals to eliminate Article XI of the current certificate of incorporation
and to amend and restate the registrant’s certificate of incorporation, all as
approved by the registrant’s board of directors and described in the
registrant’s proxy statement dated April 15, 2008 electronically filed under
Schedule 14A with the U.S. Securities and Exchange Commission on April 15, 2008.
The registrant filed the newly adopted amended and restated certificate of
incorporation with the state of New Jersey on May 23, 2008, a copy of which is
filed as Exhibit 3.1 to
this current report.
On May
21, 2008, the registrant’s board of directors approved amended and restated
by-laws for the registrant to be effective upon the acceptance by the state of
New Jersey of the newly adopted amended and restated certificate of
incorporation, a copy of which newly adopted amended and restated by-laws
effective May 23, 2008 is filed as Exhibit 3.2 to this current
report and incorporated herein by reference. As described in the proxy
statement, the primary purpose of the amendment and restatement of the by-laws
was to complement the newly amended and restated certificate of
incorporation. The newly amended and restated by-laws are a complete
rewriting of the prior by-laws, and, therefore, it is not practical to summarize
the changes from the prior by-laws. The foregoing description of the
newly amended and restated by-laws of registrant is qualified in its entirety by
the amended and restated by-laws of the registrant filed as Exhibit 3.2 to this
current report and incorporated herein by reference.
Item
7.01
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Regulation
FD Disclosure.
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The
registrant hereby furnishes the information set forth in its press release
issued on May 21, 2007, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
The
information in this Item 7.01 and Exhibit 99.1 that the registrant furnishes in
this report is not deemed “filed” for purposes of section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. Registration statements or other documents filed with
the U.S. Securities and Exchange Commission shall not incorporate this
information by reference, except as otherwise expressly stated in such
filing.
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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Amended
and Restated Certificate of Incorporation of NL Industries, Inc. filed
with the state of New Jersey on May 23, 2008
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3.2*
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Amended
and Restated By-Laws of NL Industries, Inc. as of May 23,
2008
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99.1*
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Press
release dated May 21, 2008 issued by NL Industries,
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/ Gergory M. Swalwell
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Date: May
23, 2008
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Gregory
M. Swalwell
Vice
President, Finance and Chief Financial
Officer
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Exhibit
Index
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3.1*
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Amended
and Restated Certificate of Incorporation of NL Industries, Inc. filed
with the state of New Jersey on May 23, 2008.
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3.2*
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Amended
and Restated By-Laws of NL Industries, Inc. as of May 23,
2008.
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99.1*
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Press
release dated May 23, 2008 issued by the NL Industries,
Inc.
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* Filed
herewith.
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