Delaware
|
1-5467
|
87-0110150
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
5430
LBJ Freeway, Suite 1700, Dallas, Texas
|
75240-2697
|
||
(Address
of principal executive offices)
|
(Zip
Code)
|
(Former
name or former address, if changed since last report.)
|
o
|
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
2.02
|
Results
of Operations and Financial
Condition.
|
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
·
|
sending
certain required notices by electronic
transmission;
|
·
|
an
increase in the number of outstanding shares required to call a
special
meeting of stockholders from 10% to
15%;
|
·
|
the
ability to conduct business at a special stockholder meeting that
is not
specified in the notice of the
meeting;
|
·
|
certain
limitations regarding the setting of stockholder record
dates;
|
·
|
the
ability to maintain meeting minutes in electronic
form;
|
·
|
the
ability of the chief executive officer, in numerous instances,
to take
action that the registrant’s chairman of the board, president or any vice
president may take;
|
·
|
the
removal of the requirement that a person seeking indemnification
from the
registrant under the bylaws must provide an affirmation, but keeping
the
requirement that such a person must undertake to repay any amount
received
under the indemnification provisions of the bylaws if it is later
determined that the person was not entitled to the
payment;
|
·
|
the
advancement of expenses, rather than reasonable expenses, incurred
by a
person entitled to indemnification by the
registrant;
|
·
|
the
ability of the registrant to reject any claim of indemnification
or
advancement of expenses if such claim is not permitted by law,
provided, however, that the registrant bear the burden of proving
such a defense;
|
·
|
the
requirement that any right to indemnification or advancement of
expenses
not provided for in the bylaws must be approved in certain instances
by a
vote of disinterested directors;
and
|
·
|
the
ability of the registrant to issue uncertificated
shares.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d)
|
Exhibits
|
||
Item
No.
|
Description
|
||
3.1*
|
Bylaws
of Valhi, Inc. (Amended and Restated as of November 6,
2007)
|
||
99.1*
|
Press
release dated November 6, 2007 entitled “Valhi Reports Third Quarter
Results” and issued by the registrant.
|
||
99.2*
|
Press
release dated November 6, 2007 entitled “Valhi Declares Quarterly
Dividend” and issued by the
registrant.
|
|
|
*
|
Filed
herewith
|
Valhi,
Inc.
|
|
(Registrant)
|
|
By: /s/
A. Andrew R. Louis
|
|
Date: November
6, 2007
|
A.
Andrew R. Louis, Secretary
|
Item
No.
|
Description
|
||
3.1*
|
Bylaws
of Valhi , Inc. (Amended and Restated as of November 6,
2007)
|
||
99.1*
|
Press
release dated November 6, 2007 entitled “Valhi Reports Third Quarter
Results” and issued by the registrant.
|
||
99.2*
|
Press
release dated November 6, 2007 entitled “Valhi Declares Quarterly
Dividend” and issued by the
registrant.
|
|
|
*
|
Filed
herewith
|