As filed with the Securities and Exchange Commission on October 19, 2006
Registration No. 033-25913
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 13-5267260
(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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NL INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
(Full title of the plan)
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A. Andrew R. 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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DEREGISTRATION
Pursuant to Item 512(a)(3), this Post-Effective Amendment is filed in order
to deregister securities remaining unsold under Registration Statement No.
33-25913 filed with the U.S. Securities and Exchange Commission.
On December 31, 2005 the NL Industries, Inc. Retirement Savings Plan,
formerly known as the Savings Plan for Employees of NL Industries, Inc. that was
adopted by the registrant's board of directors on February 14, 1989 effective
January 1, 1989 and approved by the registrant's shareholders on May 2, 1989(the
"Plan"), merged into another retirement plan, with the other plan surviving the
merger. The surviving plan no longer offered to participants the option to
purchase or sell shares of the registrant's common stock, par value $0.125 per
share, of the registrant. Any shares of the registrant's common stock held by a
participant of the plan were sold prior to December 31, 2005. Accordingly, the
registrant hereby deregisters all participation interests of the Plan and any
and all shares of the registrant's common stock registered pursuant to this
registration statement remaining unsold at the effective time of the merger.
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 Post-Effective
Amendment to the Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Dallas, Texas on
October 19, 2006.
NL INDUSTRIES, INC.
By: /s/ Gregory M. Swalwell
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Gregory M. Swalwell
Vice President, Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the 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 Board and Chief October 19, 2006
--------------------- Executive Officer (Principal
Harold C. Simmons Executive Officer)
/s/ Gregory M. Swalwell Vice President, Finance and October 19, 2006
--------------------- Chief Financial Officer
Gregory M. Swalwell (Principal Financial Officer)
/s/ Tim C. Hafer Vice President and Controller October 19, 2006
--------------------- (Principal Accounting Officer)
Tim C. Hafer
/s/ Glenn R. Simmons Director October 19, 2006
----------------------
Glenn R. Simmons
/s/ Cecil H. Moore, Jr. Director October 19, 2006
----------------------
Cecil H. Moore, Jr.
/s/ Thomas P. Stafford Director October 19, 2006
----------------------
Thomas P. Stafford
/s/ Steven L. Watson Director October 19, 2006
----------------------
Steven L. Watson
/s/ Terry N. Worrell Director October 19, 2006
----------------------
Terry N. Worrell
Pursuant to the requirements of the Securities Act of 1933, the NL
Industries, Inc. Retirement Savings Plan has duly caused this Post-Effective
Amendment to the Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Dallas, Texas on
October 19, 2006.
NL Industries, Inc. Retirement Savings Plan
By: NL Industries, Inc., as sponsor of NL
Industries, Inc. Retirement Savings Plan
By: /s/ Gregory M. Swalwell
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Gregory M. Swalwell
Vice President, Finance and Chief
Financial Officer