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 5, 2004
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CompX International Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-13905 57-0981653
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(972) 448-1400
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(Former name or former address, if changed since last report.)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On October 5, 2004, CompX International Inc., a Delaware corporation
("CompX"), became eligible to file consolidated returns of federal income taxes
with NL Industries, Inc., a New Jersey corporation and a parent corporation of
CompX ("NL"), and Contran Corporation, a Delaware corporation and the parent of
NL and CompX ("Contran"). Accordingly, CompX, NL and Contran entered into a Tax
Agreement executed on October 5, 2004 but effective as of October 1, 2004 (the
"Tax Agreement"). The Tax Agreement provides that NL and its qualifying
subsidiaries, including CompX, compute provisions for U.S. income taxes on a
separate-company basis using the tax elections made by Contran. Pursuant to the
Tax Sharing Agreement and using the tax elections made by Contran, CompX will
make payments to, or receive payments from NL, in amounts it would have paid to
or received from the U.S. Internal Revenue Service had it not been a member of
NL's consolidated tax group but instead was a separate taxpayer. Refunds to
CompX are generally limited to amounts previously paid under the Tax Sharing
Agreement.
The description of the Tax Agreement is qualified in its entirety by the
terms of the actual document filed as Exhibit 10.1 to this report and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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10.1 Tax Agreement executed on October 5, 2004 but effective
as of October 1, 2004 among NL Industries, Inc., Contran
Corporation and CompX International Inc.
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.
CompX International Inc.
(Registrant)
By: /s/ Darryl R. Halbert
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Darryl R. Halbert
Vice President, Chief Financial
Officer and Controller
Date: October 8, 2004
INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Tax Agreement executed on October 5, 2004 but effective
as of October 1, 2004 among NL Industries, Inc., Contran
Corporation and CompX International Inc.