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): |
October 13, 2008 |
TOR Minerals International, Inc.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware
(State or Other
Jurisdiction of Incorporation)
|
0-17321 |
74-2081929 |
|
722 Burleson Street |
|
(361) 883-5591
(Registrant's Telephone Number, Including Area Code)
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): |
|
___ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
___ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
___ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
___ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On September 18, 2008, TOR Minerals International, Inc. ("TOR", "we" or "our") disclosed on Form 8-K filed with the Securities Exchange Commission ("September 18, 2008 Form 8-K") the receipt of subscription agreements in connection with our private placement of seventy (70) investment units (each, a "Unit") offered at a price of $30,000 per Unit. We accepted subscriptions to purchase twenty-five (25) Units from accredited investors who are not officers, directors, employees or consultants of TOR ("Non-Insiders"). Although we have received subscription agreements from accredited investors desiring to purchase the remaining forty-five (45) Units, because these accredited investors are also certain of our directors, officers, employees and consultants ("Insiders"), we have not accepted these subscriptions and will not accept them unless and until we receive shareholder approval of these potential sales. The Units to which Insiders have subscribed contain the same terms as those offered to Non-Insiders. Each such Unit consists of 25,000 shares of Common Stock, and a Warrant to purchase an additional 25,000 shares of Common Stock at $2.00 per share for a period of three years.
Shareholder approval, which will satisfy applicable NASDAQ Marketplace Rules, is being sought pursuant to a consent solicitation. We have initiated this consent solicitation process, and expect to mail our shareholders a Consent Statement in approximately three weeks.
The private placement of the Units was undertaken partially to satisfy a waiver we received from one of our lenders, as more fully set forth in the September 18, 2008 Form 8-K. Our lender has confirmed that the above described facts are acceptable and consistent with this waiver.
The offering of the securities described herein has not been registered (i) under the Securities Act of 1933, as amended (the "Act"), on the ground that we believe the offering is exempt from registration under the Act by virtue of the provisions of Section 3(b), Section 4(2) or Regulation D thereof, or (ii) under the securities laws of the states in which the investors reside on the basis that the offering is exempt from registration under said laws.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
(a) |
Financial
Statements of Businesses Acquired. |
|
(b) |
Pro
Forma Financial Information. |
|
(c) |
Shell company transaction |
|
(d) |
Exhibits. |
|
Exhibit Number Description |
|
|
|
|
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. |
|
TOR MINERALS INTERNATIONAL, INC. |
|
|
Date: October 14, 2008 |
/s/ BARBARA RUSSELL |
|
Barbara Russell |