SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 2002 Commission file number 1-13905 COMPX INTERNATIONAL INC. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 57-0981653 ------------------------------- -------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) 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 -------------------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered Class A common stock New York Stock Exchange ($.01 par value per share) Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X --- --- The aggregate market value of the 4.7 million shares of voting stock held by nonaffiliates of CompX International Inc. as of June 30, 2002 approximated $62.7 million. As of March 7, 2003, 5,115,780 shares of Class A common stock were outstanding. Documents incorporated by reference The information required by Part III is incorporated by reference from the Registrant's definitive proxy statement to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report. The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the year ended December 31, 2002 as set forth below and in the pages attached hereto: Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. ---------------------------------------- Exhibit No. 99.1, Annual Report of the CompX Contributory Retirement Plan (Form 11-K) for the year ended December 31, 2002 (filed as an amendment to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. COMPX INTERNATIONAL INC. ----------------------------- (Registrant) Dated: June 23, 2003 By: /s/Darryl R. Halbert ---------------------------- Darryl R. Halbert Vice President, Chief Financial Officer and Controller CERTIFICATION I, David A. Bowers, the Vice Chairman of the Board, President and Chief Executive Officer of CompX International Inc., certify that: 1) I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of CompX International Inc.; and 2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: June 23, 2003 /s/ David A. Bowers --------------------------------------------- David A. Bowers Vice Chairman of the Board, President and Chief Executive Officer CERTIFICATION I, Darryl R. Halbert, the Vice President, Chief Financial Officer and Controller of CompX International Inc., certify that: 1) I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of CompX International Inc.; and 2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: June 23, 2003 /s/ Darryl R. Halbert -------------------------------------------- Darryl R. Halbert Vice President, Chief Financial Officer and Controller