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As filed with the Securities and Exchange Commission on March 20, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VALHI, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2291093
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
(Address of principal (Zip Code)
executive offices)
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VALHI, INC. 1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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Andrew Louis, Esq.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
(972) 233-1700
(Name, address and telephone number
including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate
securities to be price per offering Amount of
to be registered share price registration
registered (1) (2)(3) (2)(3) fee (3)
- --------------- ---------- --------- ----------- ------------
Common Stock,
par value $0.01
per share 5,000,000 $9.65625 $48,221,875 $14,225
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(1) Pursuant to Rule 416, additional shares of the registrant's common stock,
par value $0.01 per share (the "Common Stock") issuable pursuant to the
exercise of awards granted or to be granted under the plan in order to
prevent dilution resulting from any future stock split, stock dividend or
similar transaction are also being registered hereunder.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the registration
fee is based on (i) 4,620,000 shares of Common Stock reserved for issuance
under the plan but not subject to outstanding awards, at a price per share
of $9.65625, which is the average of the highest and lowest selling price
per share of Common Stock on the New York Stock Exchange, Inc. on March 18,
1998; and (ii) 380,000 shares of Common Stock reserved for issuance under
the plan and subject to awards already granted under the plan at an
exercise price of $9.50 per share.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the registrant's Annual Report on Form 10-K filed with the
Commission for the fiscal year ended December 31, 1997;
(2) the description of the common stock, par value $0.01 per share,
of the registrant (the "Common Stock") set forth in a registration
statement filed under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for
the purpose of updating such description; and
(3) all documents filed by the registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
subsequent to the date of this registration statement shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
the filing of such documents until such time as there shall have been filed
a post-effective amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities remaining unsold
at the time of such amendment.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporate Law (the "DGCL")
permits a Delaware corporation to limit the personal liability of its directors
in accordance with the provisions set forth therein.
Section 145 of the DGCL contains provisions permitting Delaware
corporations to indemnify directors, officers, employees or agents against
expenses, including attorneys, fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person was or
is a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, provided that (i) such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the corporation's best
interest, and (ii) in the case of a criminal proceeding such person had no
reasonable cause to believe his or her conduct was unlawful. In the case of
actions or suits by or in the right of the corporation, no indemnification shall
be made in a case in which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall have determined upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses. Indemnification as described above shall only be
granted in a specific case upon a determination that indemnification is proper
in the circumstances because the indemnified person has met the applicable
standard of conduct. Such determination shall be made (a) by a majority vote of
the directors who are not parties to such proceeding, even though less than a
quorum, (b) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (c) by the stockholders of
the corporation. Notwithstanding the foregoing, to the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) or (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys,
fees) actually and reasonably incurred by him in connection therewith.
The bylaws of the registrant provide for indemnification of its directors,
officers, employees or agents to the fullest extent permitted by the DGCL,
except that any determination of indemnification shall be made (i) by the board
of directors by a majority vote of a quorum consisting of directors who are not
parties to such action, suit or proceeding, or (ii) if such quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders of the registrant.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this registration statement.
Exhibit Description of Exhibit
- --------- -----------------------------------------------------
4.1 Restated Certificate of Incorporation of registrant
(incorporated by reference to Appendix A to the
definitive Prospectus/Joint Proxy Statement of The
Amalgamated Sugar Company and LLC Corporation, File
No. 1-5467, dated February 10, 1987 and filed with
the Commission).
4.2 Bylaws of the registrant, as amended May 6, 1992
(incorporated by reference to Exhibit 3.1 to the
registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992, File No. 1-5467, filed
with the Commission).
4.3 Valhi, Inc. 1997 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.12 to the
registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, File No. 1-5467,
filed with the Commission).
5.1* Opinion of Andrew Louis, Esq.
23.1 Consent of Andrew Louis, Esq. (included in his
opinion filed as Exhibit 5.1).
23.2* Consent of Coopers & Lybrand, L.L.P.
23.3* Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (see the initial signature page of
this registration statement).
- ----------
* Filed herewith.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, Texas, on March 20, 1998:
VALHI, INC.
By: /s/ Steven L. Watson
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Steven L. Watson
Vice President and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Steven L. Watson, J. Mark Hollingsworth
and Antony Andrew R. Louis, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same with all exhibits, thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
- -------------------------- --------------------- --------------
/s/ Harold C. Simmons Chairman of the March 20, 1998
- -------------------------- Board, President and
Harold C. Simmons Chief Executive
Officer (Principal
Executive Officer)
/s/ Glenn R. Simmons Vice Chairman of the March 20, 1998
- -------------------------- Board
Glenn R. Simmons
/s/ Bobby D. O'Brien Vice President and March 20, 1998
- -------------------------- Treasurer (Principal
Bobby D. O'Brien Financial Officer)
/s/ Gregory M. Swalwell Controller (Principal March 20, 1998
- -------------------------- Accounting Officer)
Gregory M. Swalwell
/s/ Norman S. Edelcup Director March 20, 1998
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Norman S. Edelcup
/s/ Kenneth R. Ferris Director March 5, 1998
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Kenneth R. Ferris
/s/ J. Walter Tucker, Jr. Director March 5, 1998
- --------------------------
J. Walter Tucker, Jr.
INDEX TO EXHIBITS
Exhibit Description of Exhibit
- --------- -----------------------------------------------------
4.1 Restated Certificate of Incorporation of registrant
(incorporated by reference to Appendix A to the
definitive Prospectus/Joint Proxy Statement of The
Amalgamated Sugar Company and LLC Corporation, File
No. 1-5467, dated February 10, 1987 and filed with
the Commission).
4.2 Bylaws of the registrant, as amended May 6, 1992
(incorporated by reference to Exhibit 3.1 to the
registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992, File No. 1-5467, filed
with the Commission).
4.3 Valhi, Inc. 1997 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.12 to the
registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, File No. 1-5467,
filed with the Commission).
5.1* Opinion of Andrew Louis, Esq.
23.1 Consent of Andrew Louis, Esq. (included in his
opinion filed as Exhibit 5.1).
23.2* Consent of Coopers & Lybrand, L.L.P.
23.3* Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (see the initial signature page of
this registration statement).
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* Filed herewith.
VALHI INC.
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Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
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Telephone: (972) 233-1700
Telephone Facsimile: (972) 239-0142
Andrew Louis
Corporate Counsel and
Assistant Secretary
(972) 450-4243
March 20, 1998
The Board of Directors of Valhi, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Re: Registration Statement on Form S-8 Relating to 5,000,000 Shares of
Common Stock of Valhi, Inc. Available for Issuance under the Valhi,
Inc. 1997 Long-Term Incentive Plan
Ladies and Gentlemen:
I have acted as corporate counsel for Valhi, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on March 20, 1998 under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Company's 5,000,000 shares (the "Shares") of common stock, par value $0.01 per
share (the "Common Stock"), available for issuance under the Valhi, Inc. 1997
Long-Term Incentive Plan (the "Plan").
A. Basis of Opinions
As the basis for the opinions expressed in this letter, I have examined and
considered originals, or copies certified or otherwise identified to my
satisfaction, of such documents, corporate records, and instruments as I have
deemed necessary or appropriate for the expression of such opinions, including,
without limitation, the following:
(1) the Restated Certificate of Incorporation and bylaws of the Company,
both as amended to date;
(2) the minutes and records of the corporate proceedings of the Company
with respect to the establishment of the Plan and related matters; and
(3) the Plan.
B. Opinions
Based upon the foregoing, having regard for such legal considerations as I
have deemed relevant, and subject to the comments, assumptions, limitations,
qualifications and exceptions set forth in Section C, I hold the opinions set
forth below:
(1) The issuance of the Shares has been duly authorized; and
(2) The Shares, when issued, will be validly issued, fully paid and
nonassessable.
C. Comments, Assumptions, Limitations, Qualifications and Exceptions
The opinions expressed in Section B above are based upon and subject to the
further comments, assumptions, limitations, qualifications and exceptions as set
forth below.
(1) I have assumed, without investigation, the genuineness of all
signatures and the authenticity of all documents submitted to me as
originals, the conformity to authentic originals of all documents
submitted to me as copies and the veracity of all such documents.
(2) I have assumed that (a) awards that have yet to be granted under the
Plan pursuant to which Shares may be issued will be duly granted in
accordance with the terms of the Plan; (b) the Shares will be duly
issued in accordance with the terms of the Plan and the respective
agreements evidencing the awards granted under the Plan pursuant to
which such Shares are to be issued ("Awards"); (c) the Company
maintains an adequate number of authorized but unissued shares and/or
treasury shares of Common Stock available for issuance to those
persons who receive or exercise Awards; and (d) the consideration
actually received by the Company (or the increase in the Company's
capital on the books of the Company, if applicable) for each issued
Share is equal to or exceeds the par value thereof.
(3) The law covered by the opinions expressed in this letter is limited to
the federal law of the United States, the Delaware General Corporation
Law, as amended, and the law of the state of Texas.
(4) I am an assistant secretary and employee of the Company.
(5) Except as set forth in subsection C.6 below, the opinions set forth
herein are expressed solely for your benefit, and no other party shall
be entitled to rely on my opinions without my prior express written
consent. Except as set forth in subsection C.6 below or without my
prior express written consent, this opinion letter may not be quoted
in whole or in part or otherwise referred to in any document or report
and may not be furnished to any person or entity.
(6) I consent to the filing of this letter as an exhibit to the
Registration Statement and to reference to my opinions included in or
made a part of the Registration Statement. In giving this consent, I
do not admit that I come within the category of a person whose consent
is required under Section 7 of the Securities Act or the rules and
regulations promulgated thereunder.
Respectfully submitted,
/s/ Andrew Louis
--------------------------------
Andrew Louis, Esq.
Corporate Counsel and Assistant Secretary of
Valhi, Inc.
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in Valhi, Inc.'s Registration
Statement on Form S-8 pertaining to the Valhi, Inc. Long-term Incentive Plan of
our reports dated March 13, 1998 with respect to the consolidated financial
statements and financial statement schedules of Valhi, Inc. and Subsidiaries
included in its Annual Report on Form 10-K for the year ended December 31, 1997.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
March 20, 1998
Exhibit 23.3
Consent of Independent Public Accountants
We consent to the incorporation by reference in Valhi, Inc.'s Registration
Statement (Form S-8) pertaining to the Valhi, Inc. Long-term Incentive Plan of
our report dated January 31, 1997 relating to the financial statements of The
Amalgamated Sugar Company as of December 31, 1996 and for each of the two years
in the period ended December 31, 1996 included in Valhi's Annual Report on Form
10-K for the year ended December 31, 1997.
KPMG PEAT MARWICK LLP
Salt Lake City, Utah
March 20, 1998