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)
January
14, 2008
Kronos
Worldwide, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-31763
|
76-0294959
|
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
|
5430
LBJ Freeway, Suite 1700, Dallas, Texas
|
75240-2697
|
||
|
(Address
of principal executive offices)
|
(Zip
Code)
|
||
Registrant’s
telephone number, including area code
(972)
233-1700
|
(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):
|
o
|
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
1.01
|
Entry
into a Material Definitive Agreement
|
Following
his resignation in 2003 as chief executive officer of the registrant, Lawrence
A. Wigdor entered into a consultancy arrangement with the registrant on July
14,
2003 pursuant to which he provides ongoing management services to the
registrant’s titanium dioxide operations. The registrant and Dr.
Wigdor amended the consultancy arrangement on February 12, 2004. As
described in Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2004, the arrangement, as amended on
February 12, 2004, provided that:
|
·
|
the
consultancy could be terminated by either party at any
time;
|
|
·
|
beginning
August 1, 2003, Dr. Wigdor would receive a monthly payment of
$84,000;
|
|
·
|
Dr.
Wigdor would receive $461,000 on August 1,
2003;
|
|
·
|
Dr.
Wigdor would receive a payment of $461,000 on February 1, 2004 following
the registrant’s achievement of 2003 segment profit of $130 million (as
the registrant defines segment profit
internally);
|
|
·
|
beginning
in 2004, Dr. Wigdor would receive discretionary annual payments that
would
be no less than the average bonus paid to the three executives of
NL
Industries, Inc., the corporation that spun the registrant off on
December
8, 2003 (“NL”),
and of the registrant receiving the highest paid bonuses for 2004
and
2005, respectively, excluding the chief executive officer of
NL;
|
|
·
|
if
the registrant terminated the consultancy arrangement prior to December
31, 2006 (the “Qualifying Termination
Payment
Date”), Dr. Wigdor would receive twelve months compensation, and
medical and dental coverage through the Qualifying Termination Payment
Date;
|
|
·
|
if
the arrangement were to be terminated in 2004 or thereafter, Dr.
Wigdor
would receive a pro-rata portion of the annual payment for the year
in
which the termination occurred; and
|
|
·
|
Dr.
Wigdor would receive various other benefits, such as an office,
secretarial support, certain indemnities and health care and related
welfare benefits.
|
On
January 27, 2006, the registrant and Dr. Wigdor amended the consultancy
arrangement to extend the Qualifying Termination Payment
Date to December 31, 2008 and did not change any of the other terms of the
arrangement.
On
January 14, 2008, the registrant and Dr. Wigdor amended the consultancy
arrangement:
|
·
|
to
extend the Qualifying Termination
Payment Date to December 31, 2010;
and
|
|
·
|
to
change the minimum annual bonus for any calendar year so that it
would be
no less than 75% of Dr. Wigdor’s prior year annual bonus and that for any
year in which less than a full year is worked the minimum bonus would
be
pro rated.
|
Item
9.01
Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
||
|
Item
No.
|
Description
|
||
|
10.1
|
Summary
of Consultancy Arrangement beginning August 1, 2003, as
amended, between Lawrence A Wigdor and Kronos Worldwide, Inc.
(incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2004).
|
||
|
10.2*
|
Amendment
to Consultancy Agreement dated January 14, 2008 between Lawrence
A Wigdor
and Kronos Worldwide, Inc.
|
|
|
|
|
|
*
|
Filed
herewith
|
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.
|
Kronos
Worldwide, Inc.
|
|
|
(Registrant)
|
|
|
By: /s/
A. Andrew R. Louis
|
|
|
Date: January
18, 2008
|
A.
Andrew R. Louis, Secretary
|
INDEX
TO EXHIBITS
|
Item
No.
|
Description
|
||
|
10.1
|
Summary
of Consultancy Arrangement beginning August 1, 2003, as
amended, between Lawrence A Wigdor and Kronos Worldwide, Inc.
(incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2004).
|
||
|
10.2*
|
Amendment
to Consultancy Agreement dated January 14, 2008 between Lawrence
A Wigdor
and Kronos Worldwide, Inc.
|
|
|
|
|
|
*
|
Filed
herewith
|
KRONOS
Internal Memorandum
DATE:
January 14, 2008
TO:
Harold C. Simmons
FROM:
Lawrence A. Wigdor
SUBJECT:
Consultancy Agreement
Amendment
The
Consultancy Agreement with Lawrence
A. Wigdor dated July 14, 2003 and Amended on February 13, 2004 and January
27,
2006 is further amended as follows:
|
·
|
The
December 31, 2008 date is
changed to December 31, 2010, wherever it appears.
|
|
·
|
The
minimum annual bonus is
changed to read as follows: The minimum annual bonus for any
calendar year will be no less than 75% of the prior year’s annual
bonus. For any year in which less than a full year is worked
the minimum bonus will be prorated based on the percentage of the
year
worked.
|
All
other terms and conditions remain as
in the amended Agreement of February 13, 2004.
Approved:/s/
Harold
C. Simmons
Date:01/14/08
Harold
C. Simmons