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)
November 14, 2005
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NL Industries, Inc.
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(Exact name of Registrant as specified in its charter)
New Jersey 1-640 13-5267260
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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) 233-1700
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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 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosures.
Pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K, the
Registrant hereby furnishes the information set forth in its press release
issued on November 14, 2005, a copy of which is attached hereto as Exhibit 99.1
and incorporated herein by reference.
The information, including Exhibit 99.1, the Registrant furnishes in this
Current 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 Securities and Exchange Commission shall not incorporate this
information by reference, except as otherwise stated in such filing.
As disclosed in the Company's other Current Report on Form 8-K dated
November 14, 2005 and filed with the Securities and Exchange Commission, the
Company will file an Annual Report on Form 10-K/A for the year ended December
31, 2004, and Quarterly Reports on Form 10-Q/A for the quarters ended March 31,
2005 and June 30, 2005, to restate its consolidated financial statements to
correct for certain misstatements contained in such consolidated financial
statements. As more fully described in such Current Report, the Company is still
in the process of evaluating these misstatements. However, based on the
information currently available to the Company, the Company believes that, among
other things, certain previously-reported provisions for income taxes recognized
as a direct reduction to the Company's stockholders' equity (retained earnings
and additional paid-in capital) may instead be included in the determination of
the Company's consolidated net income for the affected periods, and the
aggregate effect of the restatements are not expected to impact
previously-reported cash flows from operating activities.
As a result of the time involved in addressing the matters described in
such Current Report, the Company will be delayed in filing its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2005, which Quarterly Report
would otherwise be required to be filed on November 14, 2005. While the Company
currently believes the financial information contained in Exhibit 99.1 will be
consistent with the Company's consolidated financial statements that will be
contained in its Quarterly Report when filed, the financial information
contained in Exhibit 99.1 is, however, subject to future correction and revision
and could differ from the Company's consolidated financial statements that will
be contained in its Quarterly Report when filed.
Item 8.01 Other Events.
As disclosed in the Company's other Current Report on Form 8-K dated
November 14, 2005 and filed with the Securities and Exchange Commission, the
Company will file an Annual Report on Form 10-K/A for the year ended December
31, 2004, and Quarterly Reports on Form 10-Q/A for the quarters ended March 31,
2005 and June 30, 2005, to restate its consolidated financial statements for
certain matters more fully described in such Current Report. As a result of the
time involved in addressing the matters described in such Current Report, the
Company will be delayed in filing its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2005, which Quarterly Report would otherwise be
required to be filed on November 14, 2005.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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99.1* Press Release dated November 14, 2005 issued by the Registrant.
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* Filed herewith.
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.
NL Industries, Inc.
(Registrant)
By: /s/ Gregory M. Swalwell
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Gregory M. Swalwell
Vice President, Finance and
Chief Financial Officer
Date: November 14, 2005
INDEX TO EXHIBITS
Exhibit No. Description
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99.1* Press Release dated November 14, 2005 issued by the Registrant.