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: Signature Title Date - -------------------------- ------------------ ----------------- * 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