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)
December 22, 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)
(972) 448-1400
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(Registrant's telephone number, including area code)
(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 2.05 Cost Associated with Exit or Disposal Activities.
Item 2.06 Material Impairments.
As previously reported, the registrant has for some time been evaluating
the strategic role of its Thomas Regout operations in Europe, including the
possible sale of some or all of such operations. As of December 22, 2004, the
registrant's board of directors committed to a formal plan to dispose of such
operations. As a result, the registrant anticipates it will incur a non-cash
charge of approximately $14 million in the fourth quarter of 2004, representing
an impairment of goodwill associated with such operations, to write-down its
investment in these operations to its estimated realizable value. The registrant
currently expects to close the sale of the operations in 2005.
As provided by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the registrant cautions that the statements in
this Current Report on Form 8-K relating to matters that are not historical
facts are forward-looking statements that represent management's beliefs and
assumptions based on currently available information. Forward-looking statements
can be identified by the use of words such as "believes," "intends," "may,"
"should," "anticipates," "expects" or comparable terminology, or by discussions
of strategies or trends. Although the registrant believes that the expectations
reflected in such forward-looking statements are reasonable, it cannot give any
assurances that these expectations will prove to be correct. Such statements by
their nature involve substantial risks and uncertainties that could
significantly impact expected results, and actual future results could differ
materially from those described in such forward-looking statements. Among the
factors that could cause actual future results to differ materially are the
risks and uncertainties discussed in this Current Report and those described
from time to time in the registrant's other filings with the U.S. Securities and
Exchange Commission, including but not limited to:
o the inability of the registrant to come to an agreement on the terms
of the sale of the Thomas Regout operations; and
o the inability of a purchaser to obtain the necessary funds to purchase
the Thomas Regout operations.
Should one or more of these risks materialize (or the consequences of such a
development worsen) or should the underlying assumptions prove incorrect, actual
results could differ materially from those forecasted or expected. The
registrant disclaims any intention or obligation to update publicly or revise
such statements whether as a result of new information, future events or
otherwise.
Item 7.01 Regulation FD Disclosure.
The registrant hereby furnishes the information set forth in its press
release issued on December 29, 2004, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
The information, including the exhibit, the registrant furnishes under this
item 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 expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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99.1 Press Release dated December 29, 2004 issued by the
registrant.
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/ A. Andrew R. Louis
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A. Andrew R.
Louis Secretary
Date: December 29, 2004
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated December 29, 2005 issued by the registrant.