VALHI INC /DE/
S-8 POS, 2000-02-11
SUGAR & CONFECTIONERY PRODUCTS
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As filed with the Securities and Exchange Commission  on February 11, 2000

                                                     Registration No. 33-41508
       =================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              --------------------

                                   VALHI, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                 87-0110150
 (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)

                              --------------------

            VALHI, INC. 1990 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                              --------------------

                               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)


       =================================================================


                                 DEREGISTRATION

     On January 18, 2000 the last  outstanding  stock  option  issued  under the
Valhi, Inc. 1990 Non-Employee  Director Stock Option Plan (the "Plan") was fully
exercised  and the Plan  terminated  the same day  pursuant  to its terms.  This
registration  statement initially registered in the aggregate the sale of 50,000
shares of the registrant's  common stock, par value $0.01 per share (the "Common
Stock"),  to be issued  pursuant to the Plan.  Upon the termination of the Plan,
only  32,000  shares of Common  Stock had been  issued and sold  pursuant to the
Plan. Accordingly, the registrant hereby deregisters the 18,000 shares of Common
Stock  registered  pursuant to this  registration  statement  that will never be
issued or sold under the Plan.

                                   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 February 11, 2000:

                                               VALHI, INC.




                                               By:  /s/ Steven L. Watson
                                                    ---------------------------
                                                    Steven L. Watson
                                                    President

     Pursuant to the  requirements  of the Securities  Act, this  Post-Effective
Amendment No. 1 to the  Registration  Statement has been signed by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>

        Signature                                        Title                              Date
- --------------------------                         ------------------                 -----------------
<S>                                                <C>                                <C>




*                                                  Chairman of the Board and Chief    February 11, 2000
- --------------------------                         Executive Officer (Principal
Harold C. Simmons                                  Executive Officer)




*                                                  Vice Chairman of the Board         February 11, 2000
- --------------------------
Glenn R. Simmons





/s/ Steven L. Watson                               President and Director             February 11, 2000
- --------------------------
Steven L. Watson




/s/ Bobby D. O'Brien                               Vice President and Treasurer       February 11, 2000
- --------------------------                         (Principal Financial Officer)
Bobby D. O'Brien




/s/ Gregory M. Swalwell                            Vice President and Controller      February 11, 2000
- --------------------------                         (Principal Accounting Officer)
Gregory M. Swalwell




/s/ Norman S. Edelcup                              Director                           February 11, 2000
- --------------------------
Norman S. Edelcup




/s/ Kenneth R. Ferris                              Director                           February 11, 2000
- --------------------------
Kenneth R. Ferris





/s/ Edward J. Hardin                               Director                           February 11, 2000
- --------------------------
Edward J. Hardin




/s/ J. Walter Tucker, Jr.                          Director                           February 11, 2000
- --------------------------
J. Walter Tucker, Jr.




*By:     /s/ Steven L. Watson
         ---------------------
        Steven L. Watson
        Attorney-in-Fact


</TABLE>


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