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: March 8, 2006
COMPX CONTRIBUTORY RETIREMENT PLAN
5430 LBJ FREEWAY, SUITE 1700, DALLAS, TEXAS 75240
(Name and address of plan)
COMPX INTERNATIONAL INC.
5430 LBJ FREEWAY, SUITE 1700, DALLAS, TEXAS 75240
(Name and address of issuer of the securities held pursuant to the plan)
Commission file number - 1-13905
ITEM 4.01. CHANGES IN THE PLAN'S CERTIFYING ACCOUNTANT.
(a) Previous independent registered public accounting firm.
(i) Effective March 8, 2006, the Administrative Committee of the CompX
Contributory Retirement Plan (the "Plan") dismissed PricewaterhouseCoopers LLP
as the independent registered public accounting firm of the Plan. The decision
to change the independent registered public accounting firm was approved by the
Administrative Committee of the Plan.
(ii) The reports of PricewaterhouseCoopers LLP on the financial statements of
the Plan for each of the two years in the period ended December 31, 2004 did not
contain an adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
(iii) During the years ended December 31, 2004 and 2003 and through March 8,
2006, there have been no disagreements with PricewaterhouseCoopers LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their reports on the financial statements for such years.
(iv) During the years ended December 31, 2004 and 2003 and through March 8,
2006, there have been no reportable events (as defined in Regulation S-K, Item
304(a)(1)(v)).
(v) The Plan provided PricewaterhouseCoopers LLP with a copy of this Current
Report on Form 8-K and has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated April 4, 2006, is filed herein as
Exhibit 16.1 to this Current Report on Form 8-K.
(b) New independent registered public accounting firm.
(i) The Plan engaged Sutton Frost Cary LLP as its new independent registered
public accounting firm as of March 8, 2006. During the years ended December 31,
2004 and 2003 and through March 8, 2006, the Plan has not consulted with Sutton
Frost Cary LLP regarding either (i) the application of accounting principles to
a specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Plans financial statements, and neither a
written report was provided to the Plan or oral advice was provided that Sutton
Frost Cary LLP concluded was an important factor considered by the Plan in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of disagreement, as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
ITEM 7.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c ) Exhibits.
16.1 Letter from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
COMPX CONTRIBUTORY RETIREMENT PLAN
By: /s/ Raymond S. Staton
Committee Member, Administrative Committee of the CompX
Contributory Retirement Plan
Date: April 4, 2006
Exhibit 16.1
April 4, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Commissioners:
We have read the statements made by CompX Contributory Retirement Plan (the
"Plan") (copy attached), which we understand will be filed with the Commission,
pursuant to Item 4.01 of Current Report on Form 8-K, as part of the Plan's Form
8-K dated March 8, 2006. We agree with the statements concerning our Firm in
such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
