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)
March 15, 2012
Valhi, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-5467
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87-0110150
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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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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 March 15, 2012, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information, including the exhibit, 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.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Item No.
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Exhibit Index
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99.1
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Press release dated March 15, 2012 issued by the registrant.
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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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Valhi, Inc.
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(Registrant)
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By: /s/ A. Andrew R. Louis
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Date: March 15, 2012
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A. Andrew R. Louis, Secretary
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INDEX TO EXHIBITS
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Item No.
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Exhibit Index
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99.1
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Press release dated March 15, 2012 issued by the registrant.
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VALHI, INC. ANNOUNCES 3-FOR-1 STOCK SPLIT
DALLAS, TEXAS– March 15, 2012 – Valhi, Inc. (NYSE: VHI) announced today that its board of directors has approved a 3-for-1 split of its common stock to be effected in the form of a stock dividend. Holders of record of Valhi’s common stock at the close of business on Wednesday, May 2, 2012 will receive two additional shares for each share held as of the close of business on that date. Subject to certain customary regulatory approvals, it is expected that the additional shares will be distributed at the close of business on Thursday, May 10, 2012 by Valhi’s transfer agent, Computershare Trust Company, N.A.
Valhi’s board of directors and the holders of a majority of Valhi’s common stock approved today an amendment to its certificate of incorporation that would increase the authorized number of shares of its common stock to 500 million. The filing of such amendment is required in order to effect the stock split. Valhi expects to file the amendment with the Delaware Secretary of State on May 1, 2012. Prior to such filing, Valhi will distribute an information statement to its stockholders describing the action taken today by the holders of a majority of Valhi’s common stock to approve the amendment.
The New York Stock Exchange has informed Valhi that between the record date and the payment date for the stock dividend, shares of Valhi common stock will trade with a “due-bill.” This means that Valhi common stock will not begin trading at a split-adjusted price until the opening of trading on May 11, 2012. Purchases or sales of Valhi common stock on the open market from April 30, 2012 through May 10, 2012 will include purchases or sales, respectively, of the rights to receive the stock dividend.
Valhi, Inc. is engaged in the titanium dioxide products, component products (security products, furniture components and performance marine components) and waste management industries.
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