UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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 earliest event reported):  June 8, 2007 (June 8, 2007)

Kronos Incorporated

(Exact name of registrant as specified in charter)

 

Registrant’s telephone number, including area code:  (978) 250-9800

N/A

(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. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01               Other Events.

On June 8, 2007, Kronos Incorporated (the “Company”) issued a press release announcing that the shareholders of the Company had voted to approve the previously announced merger agreement providing for the acquisition of the Company by an investor group led by Hellman & Friedman Capital Partners VI, L.P., a private equity investment firm, in a transaction valued at approximately $1.8 billion.

A copy of the press release issued by the Company announcing shareholder approval of the merger agreement is filed as an exhibit hereto and is incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits.

(d)           Exhibits

99.1 - Press Release issued by Kronos Incorporated on June 8, 2007.

See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein by reference.

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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 INCORPORATED
Date: June 8, 2007		By:	/s/ Mark V. Julien
			Mark V. Julien
			Chief Financial Officer

 

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release issued by Kronos Incorporated on June 8, 2007.

 

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