Microsoft Word 11.0.6359; As filed with the Securities and Exchange Commission on July 19, 2006 Registration No. 333-74821 ============================================================================== 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 -------------------- COMPX INTERNATIONAL INC. (Exact name of registrant as specified in its charter) Delaware 57-0981653 (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) -------------------- COMPX CONTRIBUTORY RETIREMENT PLAN (As successor by merger to The 401(k) Plan of the Fort Lock Corporation) (Full title of the plan) -------------------- 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) ==============================================================================DEREGISTRATION On December 31, 2000, The 401(k) Plan of the Fort Lock Corporation merged into the CompX Contributory Retirement Plan (formerly known as the National Cabinet Lock, Inc. Contributory Retirement Plan), with the CompX Contributory Retirement Plan surviving the merger. On December 31, 2005 the CompX Contributory Retirement Plan merged into another retirement plan, with the other plan surviving the merger. The surviving plan of the December 31, 2005 merger no longer offered to participants the option to purchase or sell shares of class A common stock, par value $0.01 per share ("Class A Common Stock"), of the registrant. Any shares of Class A Common Stock held by a participant of the plan were sold prior to December 31, 2005. Accordingly, the registrant hereby deregisters all unsold shares of the 500,000 shares of Class A Common Stock initially registered under this registration statement. 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 July 19, 2006: COMPX INTERNATIONAL INC. By: /s/ A. Andrew R. Louis --------------------------- A. Andrew R. Louis Secretary 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 July 19, 2006 - --------------------------- Glenn R. Simmons * Vice Chairman of the July 19, 2006 - --------------------------- Board, President and David A. Bowers Chief Executive Officer (Principal Executive Officer) /s/ Darryl R. Halbert Vice President, Chief July 19, 2006 - --------------------------- Financial Officer and Darryl R. Halbert Controller (Principal Financial and Accounting Officer) Signature Title Date - --------------------------- --------------------- ------------- * Director July 19, 2006 - --------------------------- Paul M. Bass, Jr. * Director July 19, 2006 - --------------------------- Edward J. Hardin * Director July 19, 2006 - --------------------------- Ann Manix *By: /s/ A. Andrew R. Louis ---------------------- A. Andrew R. Louis Attorney-in-Fact Pursuant to the requirements of the Securities Act, the plan committee of The CompX Contributory Retirement Plan has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Dallas, state of Texas, on July 19, 2006. The CompX Contributory Retirement Plan By: CompX International Inc. as the sponsor of The CompX Contributory Retirement Plan /s/ Darryl R. Halbert ----------------------- Darryl R. Halbert Vice President, Chief Financial Officer and Controller