Edgar Filing: TOR MINERALS INTERNATIONAL INC

As filed with the Securities and Exchange Commission on April 15, 2004

Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________

TOR MINERALS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware 722 Burleson 74-2081929
(State or jurisdiction of Corpus Christi, Texas 78402 (I.R.S. Employer
incorporation or organization) (361) 883-5591 Identification No.)

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Richard L. Bowers With a copy to:
Chief Executive Officer L. Steven Leshin
TOR Minerals International, Inc. Jenkens & Gilchrist,
722 Burleson a Professional Corporation
Corpus Christi, Texas 78402 1445 Ross Avenue, Suite 3200
(361) 883-5591 Dallas, Texas 75202
(Name, address and telephone number of (214) 855-4500
agent for service)
____________

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: From time to time after the
effective date of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
===================================================================================================================
Amount Being Proposed Maximum Proposed Maximum Amount of
Title of Securities Registered(1) Offering Price Aggregate Offering Registration
Being Registered Per Share(1) Price Fee
-------------------------------------------------------------------------------------------------------------------

Common Stock. $0.25 par value 3,381,316 $5.74 $19,408,754 $2,459
===================================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
prices reported on the Nasdaq National Market on April 14, 2004.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

PROSPECTUS

TOR MINERALS INTERNATIONAL, INC.
3,381,316 SHARES OF COMMON STOCK

This is a public offering of up to 3,381,316 shares of our common stock
by certain of our stockholders. The shares offered by this prospectus include
3,381,316 present outstanding shares of our common stock. We are not selling any
shares of our common stock under this prospectus and we will not receive any of
the proceeds from the shares of common stock sold by the selling stockholders.

The prices at which the selling stockholders may sell the shares
registered under this prospectus will be determined by the prevailing market
price for the shares or in negotiated transactions.

Our common stock is listed on The Nasdaq Stock Market's SmallCap Market
under the symbol "TORM." On April 14, 2004, the last reported sale price for
our common stock was $5.73 per share.

The selling stockholders may sell the shares of common stock described
in this prospectus in a number of different ways and at varying prices. We
provide more information about how the selling stockholders may sell his shares
in the section entitled "Plan of Distribution; Selling Stockholders" on page 7.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING AN INVESTMENT IN THE
COMMON STOCK OFFERED HEREBY, SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS
PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

We are not using this prospectus to offer to sell these securities or
to solicit offers to buy these securities in any place where the offer or sale
is not permitted.

THE DATE OF THIS PROSPECTUS IS __________ ___, 2004.

TABLE OF CONTENTS

PAGE

PROSPECTUS SUMMARY.......................................................1
RISK FACTORS.............................................................4
USE OF PROCEEDS..........................................................6
PLAN OF DISTRIBUTION; SELLING STOCKHOLDERS...............................7
LEGAL MATTERS...........................................................10
INDEMNIFICATION OF DIRECTORS............................................10
EXPERTS.................................................................10
RECENT DEVELOPMENTS.....................................................10
WHERE YOU CAN FIND MORE INFORMATION.....................................11
INCORPORATION BY REFERENCE..............................................11

You should rely only on the information contained in this document or
to which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.

PROSPECTUS SUMMARY

The information in this section is a summary and therefore does not
contain all of the information that you should consider before making an
investment in TOR. You should read the entire prospectus carefully, including
the "Risk Factors" section and the documents listed under "Where You Can Find
More Information."

About TOR Minerals International, Inc.

TOR Minerals International, Inc. is a specialty chemical company engaged
in the business of manufacturing and marketing mineral products for use as
pigments, pigment extenders and flame retardants used in the manufacture of
paints, industrial coatings, plastics and solid surface applications.

We were organized by Benilite Corporation of America in 1973. Benilite,
which was incorporated in Delaware in 1969, developed the then patented
"Benilite process" for producing synthetic rutile, the principal ingredient used
in the manufacture of HITOX(R) (high-grade titanium dioxide), from ilmenite ore.
Benilite licensed and helped design several synthetic rutile plants located
throughout the world which utilize this process (including the plant located in
Ipoh, Malaysia, owned by us, as discussed below). Benilite concluded that
synthetic rutile produced by the Benilite process could be further processed
into a buff-colored titanium dioxide pigment having many of the characteristics
of standard white titanium dioxide at a significant cost savings. These efforts
by Benilite were the beginning of the our business. In 1980, the subsidiary of
Benilite engaged in the development of HITOX was spun off by Benilite to its
shareholders. In December 1988, we became a publicly owned company after
completing a public offering of 1.38 million shares of our common stock.

At our annual meeting of stockholders, held May 5, 2000, the stockholders
voted to approve an amendment to our Certificate of Incorporation to change our
name from Hitox Corporation of America to TOR Minerals International, Inc. Our
stock symbol changed from HXTA to TORM effective May 10, 2000.

Global Headquarters

We are headquartered in Corpus Christi, Texas, USA. This location houses
senior management, customer service, logistics and corporate research and
development laboratories. Our financial and accounting functions also operate
from this location. Our principal offices in Corpus Christi are located at 722
Burleson Street, Corpus Christi, Texas 78402, and our telephone number (361)
883-5591. Our website is located at http://www.torminerals.com. Information
contained on our website or links contained on our website is not a part of this
prospectus.

US Manufacturing Site

The US manufacturing plant is situated alongside its own docks in Corpus
Christi. This facilitates the easy handling of bulk mineral shipments by barge.
The site has its own railhead and easy access to major highways linking it to
the rest of the US and to Mexico. HITOX, BARTEX(R) and HALTEX(R) are all
produced at this location.

Asia Headquarters & Manufacturing

Located in Ipoh, Perak, Malaysia close to the port of Lumut, TOR Minerals
Malaysia is a processor of local ilmenite, upgrading it to synthetic rutile.
This material is the basic building block for HITOX, but also is used as feed
stock for white TiO2, or used as a component in welding rod flux. The site has
its own processing lines to manufacture HITOX. The sales team and the sales
support laboratory for Asia are located in the offices in Ipoh.

The Netherlands Operation

Situated within reach of the major shipping port of Rotterdam in Hattem,
The Netherlands, TP&T (TOR Processing and Trade) BV specializes in the
manufacturing of premium alumina products for use worldwide. Research and
development laboratories, customer application and support facilities are
located in Hattem. TOR Minerals Global Headquarters in Texas provides customer
service and shipping logistics for TP&T's North American customers.

Our Products

HITOX

HITOX, a light buff-colored titanium dioxide pigment, is made from
synthetic rutile and is our principal product. Titanium dioxide is the most
widely used primary pigment in paints, coatings, plastics, paper and many other
types of products. Normally titanium dioxide, or TiO2, gives opacity and
whiteness to end products. Most TiO2 is white; however, HITOX is a unique color
pigment that is beige. HITOX occupies a special marketing niche as a high
quality, color pigment that can replace some of the other more costly color
pigments and some of the white TiO2. HITOX pigments are used by major
international paint and plastics manufacturers. Uses include interior and
exterior architectural paints, yellow traffic marking paints, industrial primers
and coatings, roofing granules, PVC pipe and conduit, plastic sheeting and
siding as well as plastic film.

ALUPREM(R)

ALUPREM, which stands for premium alumina, is manufactured in the
Netherlands by our subsidiary, TP&T (TOR Processing and Trade) BV. ALUPREM
products are for color critical applications such as Solid Surface/Onyx and
performance driven uses such as specialty wire and cable insulation, catalysts,
high-tech polishing, pigments and specialty papers.

SYNTHETIC RUTILE

Synthetic rutile, the basic building block for HITOX, is manufactured at
the Malaysian plant using the Benilite process for producing synthetic rutile.
Raw materials used in the manufacturing process include ilmenite, acid and fuel
oil. The ilmenite is first treated in a reduction kiln and then subjected to
leaching in hydrochloric acid where soluble iron and other impurities are
removed. Synthetic rutile is also used as feed stock for white TiO2 and as a
component in welding rod flux.

BARTEX(R)

BARTEX, manufactured at the US plant, is produced from high grade barites
(barium sulfate) utilizing a milling process. Barium Sulfate's high density is
one of the primary reasons it is used as a pigment. As an inert extender
pigment, BARTEX, characterized as ultra fine with high brightness and narrow
particle size distribution, gives weight and body to products ranging from
powder coatings used in appliance and office furniture finishes to rubber
products such as carpet and curtain backings and plastics including billiard
balls and poker chips. BARTEX allows more expensive prime white pigments, such
as white TiO2, to be supplemented or replaced to some degree. BARTEX is
manufactured in several different grades which are differentiated by average
particle size and whiteness.

HALTEX(R)

HALTEX, manufactured at the US plant, is produced from Bayer grade
aluminum hydroxide using some of the same production technologies of our other
products. HALTEX features engineered narrow particle sizing and high purity for
optimum physical properties. Quality is suitable for a broad range of technical
applications including electrical wire and cable insulation, thermoset SMC/BMC
molding compounds, thermoplastic profiles, PVC and rubber products, specialty
coatings as well as adhesives and sealants.

About this Offering

Sdn Bnd and 1,755,000 shares of our common stock acquired by certain
stockholders, including several of our directors or their affiliates, in April
2001. We are therefore registering 3,381,316 shares of common stock.

RISK FACTORS

You should consider carefully the following risks before making a
decision to buy our common stock. If any of the following risks actually occur,
our business, financial condition or results of operations would likely suffer.
In such case, the trading price of our common stock could decline, and you may
lose all or part of the money you paid to buy our common stock. The risk factors
below do not necessarily appear in order of importance.

Risks Related to our Business

Our debt is subject to subjective acceleration provisions and demand
provisions.

We have borrowed domestically $2,825,000 under a line of credit and
$580,833 under a term loan as of December 31, 2003 with Bank of America, N.A.
The terms of our borrowings contain restrictions and covenants, including
subjective acceleration provisions based on the judgment of the bank and
covenants based on our performance. The bank could determine based on the
subjective covenants that we are in default and could demand payment.

Our subsidiaries have loan agreements with banks in Malaysia and the
Netherlands that provide short-term credit facilities. At December 31, 2003, the
subsidiaries had borrowed $1,500,947 under these facilities. All borrowings
under the short term credit facilities are subject to demand provisions.

The banks have made no indication that they will demand payment of any
of our loans in the United States, Malaysia, or the Netherlands; however, there
can be no assurances that this debt will not be called in the future. If demand
is made by the banks, we may require additional debt or equity financing to meet
our working capital and operational requirements or, if required, to refinance
maturing or demanded indebtedness. Should we find it necessary to raise
additional funds, we may find that such funds are either not available or
available only on terms that are unattractive in terms of stockholders'
interest, or both.

We have only one source for synthetic rutile.

TOR Minerals Malaysia is our sole source for synthetic rutile. There is
only one other available source for the quality of synthetic rutile required for
the production of HITOX. If supplies of synthetic rutile from TOR Minerals
Malaysia are interrupted, this could have a significant adverse effect on us.

We are dependent on a limited number of customers.

We derive a significant portion of our revenue each quarter from a
limited number of customers. For the year ended December 31, 2003, sales to
Kerr-McGee Chemical Corporation accounted for approximately 15% of our total
revenues. No single customer accounted for 10% or more of our total revenue in
2002. We expect that a limited number of customers will continue to account for
a substantial portion of our revenue for the foreseeable future. As a result, if
we lose a major customer, our revenue would be adversely affected.

The value of our inventory is in part based on management projections.

We write down our inventory for estimated obsolescence or unmarketable
inventory such that inventory is carried at the lower of the cost of inventory
and the estimated market value based upon assumptions about future demand and
market conditions. If actual future demand or market conditions are less
favorable than those projected by management, additional inventory write-downs
may be required which in turn could adversely affect our profitability and
compliance with our required loan covenants.

We review impairment of goodwill annually.

We review goodwill at least annually to determine if any impairment has
occurred or more frequently if indicators of impairment are noted. Because no
indicators of impairment were noted in 2003, we performed this annual review in
October 2003, and have determined that no impairments existed at that time.
There can be no assurance that future goodwill impairment tests will not result
in a charge to net earnings (loss).

We are subject to international business risks.

Doing business in foreign countries carries with it certain risks that
are not found in doing business in the US. We currently derive a portion of our
revenues from operations in Malaysia and the Netherlands and sources of our

synthetic rutile from Malaysia, which is critical to the production of HITOX.
The risks of doing business in foreign countries, which could result in losses
against which we are not insured, include but are not limited to, the following:

o potential adverse changes in the diplomatic relations of
foreign countries with the United States;
o terrorism;
o disruptions caused by possible foreign conflicts, including
North Korea, Iraq and others, involving the U.S.;
o hostility from local populations;
o adverse effect of currency exchange controls; o restrictions
on the withdrawal of foreign investment and earnings;
o government policies against businesses owned by foreigners;
o foreign exchange restrictions; and
o changes in taxation structure.

We are subject to exchange rate risk.

Because we own assets located outside the United States and derive
revenues from our international operations, we may incur currency transaction
and translation losses due to changes in the values of foreign currencies and in
the value of the US dollar. In 2003, due to the effect of the weakening dollar,
as compared to 2002, we experienced a $358,000 reduction in net income. We
cannot predict the effect of changes in exchange rate fluctuations upon future
operating results.

We review our assets for impairment whenever events or changes dictate
a review.

We have adopted Statements of Financial Accounting Standards No. 144,
Accounting for the Impairment of or Disposal of Long Lived Assets. We review for
indicators that these assets are impaired in accordance with this standard,
whenever events or changes in circumstances indicate that the carrying amount of
the long-lived asset or group of assets might not be recoverable. No impairments
have been recorded during the years ended December 31, 2002 or 2003. There can
be no assurance that future long-lived asset impairment tests will not result in
a charge to net earnings (loss).

Risks Related to this Offering

Our stock price historically has been volatile, which may make it
difficult for you to resell common stock you want at prices you find attractive.

The market price of our common stock has been and will likely continue
to be highly volatile. Any significant fluctuations in the future might result
in a material decline in the market price of our common stock. These
fluctuations may be caused by factors such as:

o actual or anticipated variations in quarterly operating
results;
o announcements of technological innovations;
o new sales formats of new products or services;
o announcements by us or our competitors of significant
acquisitions, strategic partnerships or joint ventures;
o capital commitments;
o additions or departures of key personnel; and
o sales of common stock.

The sale of a significant number of shares could have a depressive
effect on the market price of our common stock.

It is possible that a significant number of shares could be sold at the
same time under this prospectus, and such sales, or the possibility thereof, may
have a depressive effect on the market price of our common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements can be identified by the use of predictive, future
tense or forward-looking terminology, such as "anticipates," "believes,"
"estimates," "expects," "intends," "may," "will" and words of similar meaning.
These statements include statements regarding, among other things, our product
and service development, projected capital expenditures, liquidity and capital,
development of additional revenue sources, expansion into new market segments,
technological advancement, ability to retain our customers and market acceptance
of our products. These statements are based on management's current expectations
and are subject to a number of uncertainties and risks that could cause actual
results to differ significantly from those described in the forward-looking
statements, including changes in demand for our products, changes in
competition, economic conditions, fluctuations in exchange rates, fluctuations
in market price for TiO2 pigments, interest rate fluctuations, changes in the
capital markets, changes in tax and other laws and governmental rules and
regulations applicable to our business. Readers of this prospectus are cautioned
to consider these risks and uncertainties and to not place undue reliance on
these forward-looking statements.

USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock by the
selling stockholders.

PLAN OF DISTRIBUTION; SELLING STOCKHOLDERS

This prospectus relates to up to 3,381,316 shares of our common stock
that may be offered and sold from time to time by the selling stockholders. The
shares offered by this prospectus include 3,381,316 present outstanding shares
of our common stock. The following table sets forth the name and relationship
with us of the selling stockholders and (i) the number of shares of common stock
beneficially owned by the selling stockholders as of February 12, 2004 (unless
otherwise indicated), (ii) the maximum number of shares of common stock which
may be offered by this prospectus for the account of the selling stockholders
and (iii) the amount and percentage of common stock that would be owned by the
selling stockholders after completion of the offering, assuming the sale of all
of the common stock which may be offered by this prospectus. The information set
forth below has been provided by the selling stockholders, as of the date of
this prospectus, regarding the beneficial ownership of shares of our common
stock by the selling stockholders.

Common Stock
Number of Shares Number of Beneficially Owned
Of Common Stock Shares of Common After Offering (2)
Beneficially Owned (1) Stock Registered and
Selling Stockholder ---------------------- Offered Number Percent
------------------- ------- ------ -------

Anthony Replacement Account 7,500 7,500 0 *
Bedrock Capital 40,000 40,000 0 *
W. Craig Epperson (3) 67,880 15,000 52,880 *
Donald V. Moline 3,000 3,000 0 *

Frost National Bank FBO Renaissance US
Growth Investment Trust PLC 290,000 290,000 0 *
Frost Prioleau 5,400 5,400 0 *
George Karutz 32,600 30,000 2,600 *
Gustave L. Levinson Marital Trust 10,000 10,000 0 *
Harold L. Gilbert 5,000 5,000 0 *
IRA FBO George S. Taylor 25,000 25,000 0 *
IRA FBO James R. Foutch 10,000 10,000 0 *
John Bertsch 10,000 10,000 0 *
John S. Lemak 25,000 25,000 0 *
John W. Anthony 5,000 5,000 0 *
Joseph D. Chamberlain 10,000 10,000 0 *
Joseph Martha 2,000 2,000 0 *
Kuekenhof Equity Fund, L.P. 45,000 45,000 0 *
LKCM Investment Partnership 105,000 105,000 0 *
Mark E. Anthony 8,916 3,416 5,500 *
Megamin Ventures Sdn Bhd(4) 1,294,000 1,000,000 294,000 3.82%
Michael N. Taglich 5,000 5,000 0 *
MTB Capital, LLC 15,000 15,000 0 *
Paulson Ranch, Ltd.(5) 1,201,774 300,000 901,774 11.71%
Robert F. Taglich 5,000 5,000 0 *
Robert W. Main 5,000 5,000 0 *
Sandor Capital Master Fund, LP 45,000 45,000 0 *
Special Trust for Nina B Sando 5,000 5,000 0 *
T2, Ltd. 30,000 30,000 0 *
The D and CH Trust (6) 615,000 600,000 15,000 *
The Douglas MacDonald Hartman Family
Irrevocable Trust(7) 615,000 600,000 15,000 *
Thomas J. Bean 5,000 5,000 0 *
Victory Equity Portfolio, LP 15,000 15,000 0 *
WS Opportunity Fund (QP), LP 36,600(8) 36,600 0 *

WS Opportunity Fund International, Ltd. 39,200(8) 39,200 0 *
WS Opportunity Fund, LP 29,200(8) 29,200 0 *

*Indicates less than 1%.

(1) Unless otherwise indicated, to our knowledge, the entities named in
the table have the sole voting and sole investment power with
respect to all shares of our common stock beneficially owned,
subject to community property laws where applicable.

(2) Because the selling stockholders may sell all or a portion of their
shares of common stock pursuant to this prospectus at any time, and
from time to time, no estimate can be made of the number of shares
of common stock that the selling stockholders may retain upon
completion of the offering by the selling stockholders. Therefore,
this table assumes that all shares of our common stock offered by
this prospectus by the selling stockholders are actually sold. Such
presentation is based on 7,701,753 shares of our common stock
outstanding as of March 10, 2004.

(3) W. Craig Epperson has been a member of the Board of Directors since
1999. Includes currently exercisable options to acquire 20,000
shares of our common stock.

(4) Dato K. K. Lim, who is the controlling shareholder of Megamin
Ventures Sdn Bhd, has been represented on our Board of Directors by
his son, Lim Si Boon, and his son-in-law, Dr. Tan Chin Yong, since
the years 2000 and 2001, respectively.

(5) Bernard A. Paulson is Chairman of the Board and has been a board
member since 1992. Paulson Ranch Management, L.L.C., a Texas limited
liability company, is the general partner of Paulson Ranch Ltd. The
members of Paulson Ranch Management, L.L.C. are Bernard A. Paulson
and his wife. The principal business is investment in securities.
Paulson Ranch, Ltd. disclaims beneficial ownership of the 48,100
shares held by Mr. Paulson and his wife and disclaims beneficial
ownership of the 14,600 shares held by his wife. This number
includes (a) 1,109,074 shares held for the account of Paulson Ranch,
Ltd. (b) 62,700 shares held by Mr. Paulson's account and (c) options
to acquire 30,000 shares of our common stock exercisable at or
within 60 days of March 19, 2004 held for Mr. Paulson's account.

(6) David A. Hartman has been a member of the Board of Directors since
2001. Mr. Hartman is trustee of the D and CH Trust. Includes options
to acquire 15,000 shares of our common stock exercisable at or
within 60 days of March 19, 2004 held for Mr. Hartman's account.

(7) Douglas M. Hartman has been a member of the Board of Directors since
2001. Mr. Hartman is trustee of The Douglas MacDonald Hartman Family
Irrevocable Trust. Includes options to acquire 15,000 shares of our
common stock exercisable at or within 60 days of March 19, 2004 held
for Mr. Hartman's account.

(8) Total amount of shares held collectively between WS Opportunity
Fund, LP, WS Opportunity Fund (QP), LP, and WS Opportunity Fund
International, Ltd. is 105,000. This information is as of March 9,
2004.

Effective January 19, 2004, we sold 526,316 shares of common stock at
$4.75 per share to existing stockholders and new institutional holders for $2.5
million in cash. In connection with the private placement of the 526,316 shares,
we entered into a Common Stock Purchase Agreement with the selling stockholders,
whereby we agreed to prepare and file with the Securities and Exchange
Commission a registration statement with respect to the offer and sale of the
shares from the private placement. Additionally, we have agreed to register the
resale of 100,000 shares of common stock acquired by certain stockholders in a
private resale on October 21, 2003 and 1,000,000 shares of common stock held by
Megamin Ventures Sdn Bhd. We have additionally agreed to register the resale of
1,755,000 shares of our common stock that was privately placed by us with
investors in April 2001. In that transaction, we issued 301,000 shares of our
common stock and $2,709,000 principal amount of convertible debentures for total
consideration of $3,010,000. The common stock was sold for $1.00 per share,

which was a price above our closing price at that time, and the convertible
debentures were convertible at $1.80 per share of common stock. All convertible
debentures have been converted. Of the 1,755,000 shares we are registering for
resale, 1,515,000 shares of common stock are held by our directors or their
affiliates.

The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. As used
herein, "selling stockholders" includes pledgees, donees, transferees and other
successors in interest to the selling stockholders selling shares received from
the selling stockholders after the date of this prospectus. The selling
stockholders may effect such transactions by selling the shares of common stock
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the selling
stockholders and/or the purchasers of the shares of common stock for which such
broker-dealers may act as agent or to whom they may sell as principal, or both.
We are not aware as of the date of this prospectus of any agreements between the
selling stockholders and any broker-dealers with respect to the sale of the
shares of common stock offered by this prospectus.

In connection with distributions of the shares of common stock or
otherwise, the selling stockholders may enter into hedging transactions with
broker-dealers. In connection with such transactions, broker-dealers may engage
in short sales of the shares of common stock registered under this prospectus in
the course of hedging the positions they assume with selling stockholders. The
selling stockholders may also sell shares of our common stock short and deliver
the shares of common stock to close out such short positions. The selling
stockholders may also enter into option or other transactions with
broker-dealers that require the delivery to the broker-dealer of the shares of
common stock registered under this prospectus, which the broker-dealer may
resell pursuant to this prospectus. The selling stockholders may also pledge the
shares of common stock registered hereunder to a broker or dealer and upon a
default, the broker or dealer may affect sales of the pledged shares of common
stock pursuant to this prospectus.

The selling stockholders and any broker, dealer or other agent
executing sell orders on behalf of the selling stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event
commissions received by any such broker, dealer or agent and profit on any
resale of the shares of principal may be deemed to be underwriting commissions
under the Securities Act. Such commissions received by a broker, dealer or agent
may be in excess of customary compensation. Michael Taglich has informed us that
he is a broker-dealer, and, as a result, he is an underwriter in connection with
the sale of the common stock.

The shares of common stock may also be sold in accordance with Section
4(l) of the Securities Act or Rule 144 under the Securities Act.

Information as to whether underwriters who may be selected by the
selling stockholders, or any other broker-dealer, are acting as principal or
agent for the selling stockholders, the compensation to be received by
underwriters who may be selected by the selling stockholders, or any
broker-dealer, acting as principal or agent for the selling stockholders and the
compensation to be received by other broker-dealers, will, to the extent
required by law be set forth in a supplement to this prospectus. Any dealer or
broker participating in any distribution of the shares of our common stock may
be required to deliver a copy of this prospectus, including the prospectus
supplement, if any, to any person who purchases any of the shares of our common
stock from or through such dealer or broker.

All expenses of registration incurred in connection with the offering
will be borne by us. All selling and other expenses incurred by the selling
stockholders will be borne by the selling stockholders.

The selling stockholders will be subject to applicable provisions of
the Securities Exchange Act of 1934 and its rules and regulations, including
without limitation, Rule 102 under Regulation M, which provisions may limit the
timing of purchases and sales of any of the common stock by the selling
stockholders. Rule 102 under Regulation M provides, with certain exceptions,
that it is unlawful for a selling stockholder or its affiliated purchaser to,
directly or indirectly, bid for or purchase or attempt to induce any person to
bid for or purchase, for an account in which the selling stockholder or
affiliated purchaser has a beneficial interest in any securities that are the
subject of the distribution during the applicable restricted period under
Regulation M. All of the foregoing may affect the marketability of the common
stock. We will require the selling stockholder, and his or her broker if

applicable, to provide a letter that acknowledges his compliance with applicable
securities laws, including Regulation M under the Securities Exchange Act,
before authorizing the transfer of such selling stockholder's shares of common
stock.

LEGAL MATTERS

The validity of the common stock offered by this prospectus has been
passed upon by Jenkens & Gilchrist, a Professional Corporation, Dallas, Texas.

INDEMNIFICATION OF DIRECTORS

Section 145 of the Delaware General Corporation permits a corporation
to indemnify its directors and officers against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with a
pending or completed action, suit or proceeding if the officer or director acted
in good faith and in a manner the officer or director reasonably believed to be
in the best interests of the corporation.

Our bylaws require us to indemnify each person who was or is made a
party or is threatened to be made a party or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether formal or
informal, whether of a civil, criminal, administrative or investigative nature,
by reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was our director or officer, whether the basis of such
proceeding is an alleged action or inaction in an official capacity or in any
other capacity, from and against all costs, charges, liabilities and losses
(including without limitation, judgments, fines, ERISA excise taxes, or
penalties and amounts paid or to be paid in settlement) suffered and expenses
(including, without limitation, attorneys' fees and expenses) reasonably
incurred by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of his or her heirs, executors and administrators. We are
required to indemnify a director or officer in connection with a proceeding
initiated by such person only if such proceeding was authorized by our Board of
Directors. Our Bylaws require us to pay expenses actually incurred by a director
or officer in connection with any proceeding in advance of its final
disposition; provided, however, that if Delaware law then requires, the payment
of such expenses incurred by a director or officer in advance of the final
disposition of a proceeding shall be made only upon delivery to us of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under the Bylaws or otherwise. Our obligation,
if any, to indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or non-profit entity shall be reduced by any amount
such person has collected as indemnification from such other corporation,
partnership, joint venture, trust, enterprise or non-profit enterprise. Delaware
law also permits indemnification in connection with a proceeding brought by or
in the right of a company to procure a judgment in its favor.

To the extent that indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling us
under the provisions described above, we have been informed that in the opinion
of the Commission, indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

EXPERTS

The consolidated financial statements of TOR Minerals International,
Inc. appearing in its Annual Report (Form 10-KSB) for the year ended December
31, 2003, have been audited by Ernst & Young, LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

RECENT DEVELOPMENTS

Effective January 19, 2004, we successfully raised $3.5 million in a
private placement for equity and convertible preferred stock with existing
stockholders and new institutional holders. As part of the transaction, we sold

526,316 restricted shares of our common stock in return for $2.5 million in cash
and agreed to file with the Securities and Exchange Commission a registration
statement covering the resale of the common shares. Additionally, we sold
200,000 shares of convertible preferred stock in return for $1 million in cash.
The preferred stock has a 6% coupon rate and is convertible into 0.84 shares of
our common stock. The preferred stock is redeemable at our option after two
years.

WHERE YOU CAN FIND MORE INFORMATION

We are a reporting company and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and
copy these reports, proxy statements and other information at the SEC's public
reference rooms, which are located at 450 Fifth Street N.W. Washington, D.C.
20549 and 500 West Madison Street, Suite 1400, Chicago, IL 60661.

You can request copies of these documents by writing to the SEC and
paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
more information about the operation of the public reference rooms. Our SEC
filings are also available at the SEC's web site at "http://www.sec. gov." In
addition, you can read and copy our SEC filings at the office of the National
Association of Securities Dealers, Inc. at 1735 "K" Street, Washington, DC
20006.

Also, we will provide (free of charge) any of our documents filed with
the SEC (including exhibits), as you may reasonably request orally or in
writing. To obtain free copies, please call or write to:

Elizabeth Morgan, Secretary
TOR Minerals International, Inc.
P.O. Box 2544 Corpus Christi, Texas
78403 (316) 883-5591

INCORPORATION BY REFERENCE

The SEC permits us to "incorporate by reference" certain of our
publicly filed documents into this prospectus, which means that we can disclose
important information to you by referring you to other documents. Information
that we file with the SEC after the effective date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or
until we terminate the effectiveness of this registration statement.

The following documents filed with the SEC are incorporated by
reference in this prospectus:

1. Our Annual Report on Form 10-KSB for the year ended December
31, 2003, filed on March 29, 2004.

2. The description of our common stock contained in our
Registration Statement on Form 8-A, filed on November 21,
1988, including any amendments or reports filed for the
purpose of updating such description.

3. Our Current Report on Form 8-K, filed January 21, 2004, March
5, 2004 and March 11, 2004.

This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information incorporated by reference or
provided in this prospectus and the registration statement.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by TOR in connection with the registration of
the common stock. All the amounts shown are estimates except for the
registration fee.

Securities and Exchange Commission registration fee $ 2,459
Printing and engraving expenses $ 2,500
Legal fees and expenses $ 8,000
Accounting fees and expenses $ 10,000
Miscellaneous $ 200
Total $ 23,159

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Registrant's Certificate of Incorporation, as amended, permits
indemnification to the fullest extent permitted by Delaware law. The
Registrant's Bylaws require the Registrant to indemnify each person who was or
is made a party or is threatened to be made a party or is otherwise involved in
any threatened, pending or completed action, suit or proceeding, whether formal
or informal, whether of a civil, criminal, administrative or investigative
nature, by reason of the fact that he or she, or a person of whom he or she is
the legal representative, is or was a director or officer of the Registrant,
whether the basis of such proceeding is an alleged action or inaction in an
official capacity or in any other capacity, from and against all costs, charges,
liabilities and losses (including without limitation, judgments, fines, ERISA
excise taxes, or penalties and amounts paid or to be paid in settlement)
suffered and expenses (including, without limitation, attorneys' fees and
expenses) reasonably incurred by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of his or her heirs, executors and
administrators. The Registrant shall be required to indemnify a director or
officer in connection with a proceeding initiated by such person only if such
proceeding was authorized by the Board of Directors of the Registrant. The
Registrant's Bylaws require the Registrant to pay expenses actually incurred by
a director or officer in connection with any proceeding in advance of its final
disposition; provided, however, that if Delaware law then requires, the payment
of such expenses incurred by a director or officer in advance of the final
disposition of a proceeding shall be made only upon delivery to the Registrant
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under the Bylaws or otherwise. The
Registrant's obligation, if any, to indemnify any person who was or is serving
at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or non-profit entity shall be
reduced by any amount such person has collected as indemnification from such
other corporation, partnership, joint venture, trust, enterprise or non-profit
enterprise. Delaware law also permits indemnification in connection with a
proceeding brought by or in the right of the Registrant to procure a judgment in
its favor.

ITEM 16. EXHIBITS.

The following exhibits either are filed as part of this registration
statement or incorporated by reference to documents previously filed or will be
filed by amendment. Exhibit numbers correspond to the exhibits required by Item
601 of Regulation S-K.

Exhibit No. Description

5.1 Opinion and consent of Jenkens & Gilchrist, a Professional
Corporation, as to legality of the common stock to be issued
by TOR Minerals International, Inc.
10.1* Common Stock Purchase Agreement, effective as of January 19,
2005, by and between TOR Minerals International, Inc. and the
selling stockholders (incorporated by reference from the
Company's Form 8-K, filed on January 21, 2004).
23.1* Consent of Ernst & Young, LLP

23.2 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in Exhibit 5.1 herein)
24.1* Power of Attorney of certain officers and directors of TOR
Minerals International, Inc. (included on signature page)

* Filed herewith.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

(iii) To include any additional or changed material
information on the plan of distribution.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to the
initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions referenced in Item 15 of this
registration statement or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission this indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against these
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether the indemnification by it is against public
policy as expressed in the Securities Act of 1933, and will be governed by the
final adjudication of this issue.

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
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Corpus Christi, State of Texas, on the 15th day of
April, 2004.

TOR MINERALS INTERNATIONAL, INC.
By:

/s/ Richard Bowers
---------------------------------
Richard Bowers
President and Chief
Executive Officer

POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed below by the following persons in the
capacities and on the dates stated. Each of the directors and/or officers of
whose signature appears below hereby appoints Lawrence W. Haas, as his
attorney-in-fact to sign in his or her name and behalf, in any and all
capacities stated below and to file with the Securities and Exchange Commission
any and all amendments (including, without limitation, post-effective
amendments) to this registration statement, making such changes in the
registration statement as appropriate, and generally to do all such things on
their behalf in their capacities as directors and/or officers to enable TOR
Minerals International, Inc. to comply with the provisions of the Securities
Act, and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.

Signatures Capacity with the Company Date
---------- ------------------------- ----

/s/ Richard L. Bowers President and Chief Executive Officer April 13, 2004
-------------------------- Director
(Richard L. Bowers)

/s/ Bernard A. Paulson Chairman of the Board April 13, 2004
--------------------------
(Bernard A. Paulson)

/s/ Lawrence W. Haas Chief Financial Officer and Treasurer April 13, 2004
-------------------------- (Principal Financial and Accounting Officer)
(Lawrence W. Haas)

/s/ W. Craig Epperson Director April 13, 2004
--------------------------
(W. Craig Epperson)

/s/ David Hartman Director April 13, 2004
--------------------------
(David Hartman)

/s/ Doug Hartman Director April 13, 2004
--------------------------
(Doug Hartman)

/s/ Si Boon Lim Director April 14, 2004
--------------------------
(Si Boon Lim)

/s/ Thomas W. Pauken Director April 13, 2004
--------------------------
(Thomas W. Pauken)

/s/ Tan Chin Yong Director April 13, 2004
--------------------------
(Tan Chin Yong)

EXHIBIT INDEX

Exhibit No. Description

5.1 Opinion and consent of Jenkens & Gilchrist, a Professional
Corporation, as to legality of the common stock to be issued
by TOR Minerals International, Inc.

10.1* Common Stock Purchase Agreement, effective as of January 19,
2005, by and between TOR Minerals International, Inc. and the
selling stockholders (incorporated by reference from the
Company's Form 8-K filed on January 21, 2004).

23.1* Consent of Ernst & Young, LLP

23.2 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in Exhibit 5.1 herein)

24.1* Power of Attorney of certain officers and directors of TOR
Minerals International, Inc. (included on signature page)

______________________
* Filed herewith.