Edgar Filing: TOR MINERALS INTERNATIONAL INC

As filed with the Securities and Exchange Commission on August 16, 2004

Registration No. 333-114483
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 2
to
Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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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 agent (214) 855-4500
for service)
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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. [ ]

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.

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PROSPECTUS

TOR MINERALS INTERNATIONAL, INC.
3,376,316 SHARES OF COMMON STOCK

This is a public offering of up to 3,376,316 shares of our common stock by
certain of our stockholders. The shares offered by this prospectus include
3,376,316 presently 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 August 13, 2004, the last reported sale price for
our common stock was $3.98 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 their 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

PROSPECTUS SUMMARY...........................................................1
RISK FACTORS.................................................................3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS............................6
USE OF PROCEEDS..............................................................6
PLAN OF DISTRIBUTION; SELLING STOCKHOLDERS...................................7
LEGAL MATTERS...............................................................10
INDEMNIFICATION OF DIRECTORS................................................10
EXPERTS.....................................................................11
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.

PROSPECTUS SUMMARY

This summary highlights the most significant aspects of this offering that
should be considered by prospective investors but 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 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.

We maintain three manufacturing sites located in Corpus Christi, Texas;
Ipoh, Perak, Malaysia; and Hattem, The Netherlands.

Our Products

Our mineral products include:

o HITOX, a light buff-colored titanium dioxide pigment made from
synthetic rutile, which is our principal product.

o ALUPREM,(R) which is used 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.

o SYNTHETIC RUTILE, which the basic building block for HITOX.

o BARTEX,(R) which 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.

o HALTEX,(R) which 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

Effective January 19, 2004, we sold in a privately negotiated transaction
200,000 shares of convertible preferred stock in return for $1 million in cash.
The preferred stock has a 6% dividend rate and each share of preferred stock is
convertible into 0.84 shares of our common stock. The preferred stock is
redeemable at our option after two years. We also sold in the same privately
negotiated transaction 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 common 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 resale of the shares purchased from
us in 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, 1,000,000 shares held by Megamin Ventures Sdn Bnd,
which were acquired by Megamin from us or our stockholders in multiple
transactions in 1995, 1996 and 2000, and 1,755,000 shares of our common stock
acquired by certain stockholders, including several of our directors or their
affiliates, in April 2001. Beginning in 1995, Megamin purchased shares of our
common stock on the open market. In June 1996, Megamin purchased from us
1,000,000 shares of our common stock for $4.00 per share in an arms length
transaction. At the same time, Megamin purchased 200,000 shares from individual
stockholders of TOR also at a $4.00 purchase price. In March 2000, TOR issued
500,000 shares of common stock to Megamin as part of the purchase of a private
Malaysian company from Megamin. Our shares closed at $2.00 on the effective date
of purchase. In the April 2001 transaction, we issued 301,000 shares of our
common stock for $1.00 per share, which was above the closing price at that
time, and we issued $2,709,000 principal amount of convertible debentures at a
conversion price of $1.80. All the debentures have subsequently been converted
into shares of our common stock. The terms of the private placement were agreed
to with two lead investors who had no previous investment in our relationship to
us but purchased approximately 66% of the amount raised. In total, we are
registering 3,376,316 shares of common stock for public resale pursuant to this
prospectus.

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 that allow our lending institutions to accelerate payment at any
time. If our debt were accelerated under the demand provisions, we do not have
sufficient resources to repay that debt.

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, which
could be exercised at any time.

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 one primary source for synthetic rutile and if that source was not
available, we could not produce our primary product, HITOX.

TOR Minerals Malaysia, our wholly-owned subsidiary, is our primary 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 and we are unable to
arrange for an alternative source, this could result in our inability to produce
HITOX, which accounts for approximately 48% of our sales for the year ended
December 31, 2003.

We are dependent on a limited number of customers and could experience
significant revenue reductions if they use alternative sources.

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 through a multi-year contract accounted for approximately
15% of our total revenues. Our top 10 customers, including Kerr-McGee Chemical
Corporation, accounted for approximately 48% of our sales in 2003. 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 that
could result in inventory write-downs if market demands or conditions erode.

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, 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 to determine if the carrying
value has been impaired. If we were to determine that our goodwill has been
impaired, it could result in a significant charge to our results from operations
and income.

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
related to the $1,283,000 carrying value of goodwill. There can be no assurance
that future goodwill impairment tests will not result in a charge to net
earnings (loss).

Foreign currency fluctuations could adversely impact our financial
condition.

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 which may require us to take a charge to net earnings (loss).

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).

We borrow funds from time to time from members of our board of directors
for working capital purposes.

In the past, we have had to borrow funds from members of our board of
directors for working capital purposes. At December 31, 2003, we had loans
amounting to $1,230,735 outstanding to various directors. The purpose of the
loans was for working capital. As of March 31, 2004, the remaining outstanding
balance was reduced to $500,000. It is possible we could require additional
working capital loans in the future, but it is possible that such loans from our
board members would not be available as they have made no commitment to provide
additional loans.

Our competitors are established companies that have greater experience than
us in a number of crucial areas, including manufacturing and distribution.

There is intense competition with respect to each of our products. In order
to maintain sales volume, we must consistently deliver high quality products on
schedule at competitive prices. Our competitors range from large corporations
with full lines of production capabilities and products, such as E.I. DuPont de
Nemours & Co., Inc., Millenium Chemical Inc., Kerr-McGee Chemical Corporation,
Kronos Inc. and J.M. Huber, to small local firms specializing in one or two
products. The established companies have significantly greater experience than
us in manufacturing and distributing our products and have considerably more
resources and market share, and we may have difficulty in competing with these
companies.

Increases in freight costs and certain raw material prices could negatively
affect future gross margins.

Recent increases in freight costs and prices of certain raw materials will
negatively affect our future gross margins. The extent of that impact will
depend on future product mix and whether the cost increases could be absorbed
through end customer price increases. It is possible that increases in freight
costs and prices of raw materials will adversely impact our future results from
operations where these increased costs cannot be offset by correspondingly high
sales prices.

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 or increases
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 freight and transportation charges,
changes in the cost to us if natural gas necessary to conduct our business,
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 3,376,316 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 3,376,316 presently 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 May 27, 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 Beneficially Owned
Number of Shares Shares of Common After Offering (2)
Of Common Stock Stock Registered and --------------------
Selling Stockholder Beneficially Owned (1) Offered Number Percent
------------------- ---------------------- -------------------- ------- -------

Anthony Replacement Account (3) 7,500 7,500 0 *
Bedrock Capital (4) 40,000 40,000 0 *
W. Craig Epperson (5) 59,880 15,000 44,880 *
Donald V. Moline 3,000 3,000 0 *
Frost National Bank FBO
Renaissance US Growth Investment
Trust PLC (6) 290,000 290,000 0 *
Frost Prioleau 5,400 5,400 0 *
George Karutz 40,400 30,000 10,400 *
Gustave L. Levinson Marital Trust (7) 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. (8) 45,000 45,000 0 *
LKCM Investment Partnership (9) 105,000 105,000 0 *
Mark E. Anthony 8,916 3,416 5,500 *
Megamin Ventures Sdn Bhd(10) 1,106,355 1,000,000 106,355 1.38%
MTB Capital, LLC (11) 15,000 15,000 0 *
Paulson Ranch, Ltd.(12) 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 (13) 45,000 45,000 0 *
Special Trust for Nina B. Sando (14) 5,000 5,000 0 *
T2, Ltd. (15) 30,000 30,000 0 *
The D and CH Trust (16) 617,500 600,000 17,500 *
The Douglas MacDonald Hartman Family
Irrevocable Trust(17) 617,500 600,000 17,500 *
Thomas J. Bean 5,000 5,000 0 *
Victory Equity Portfolio, LP (18) 15,000 15,000 0 *
WS Opportunity Fund (QP), LP (19) 36,600(8) 36,600 0 *
WS Opportunity Fund International, Ltd. (19) 39,200(8) 39,200 0 *
WS Opportunity Fund, LP (19) 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) James Anthony has voting or investment control over the securities
listed.
(4) 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.
(5) James C. Smith or James F. Gallan, Jr. have voting or investment
control over the securities listed.
(6) Russell Cleveland has voting or investment control over the securities
listed.
(7) Gustave L. Levinson has voting or investment control over the
securities listed.
(8) Michael James has voting or investment control over the securities
listed.
(9) J. Luther King, Jr., general partner, has voting or investment control
over the securities listed.
(10) 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.
(11) Tristan Barr is the managing member of MTB Capital LLC and has voting
or investment control over the securities listed.
(12) 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 May 17, 2004
held for Mr. Paulson's account.
(13) John S. Lemak, general partner, has voting or investment control over
the securities listed.
(14) Nina B. Sando has voting or investment control over the securities
listed.
(15) James C. Smith, manager, has voting or investment control over the
securities listed.
(16) 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 17,500 shares of our common stock exercisable at or within
60 days of May 17, 2004 held for Mr. Hartman's account.
(17) 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 17,500 shares of our
common stock exercisable at or within 60 days of May 17, 2004 held for
Mr. Hartman's account.
(18) Mark Anthony and William Baldwin have voting or investment control
over the securities listed.
(19) 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. Patrick P. Walker, Reid S. Walker and
G. Stacy Smith have voting or investment control over the securities
listed.

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 acquired from us in multiple transactions in 1996, 1996

and 2000. Beginning in 1995, Megamin purchased shares of our common stock on the
open market. In June 1996, Megamin purchased from us 1,000,000 shares of our
common stock for $4.00 per share in an arms length transaction. At the same
time, Megamin purchased 200,000 shares from individual stockholders of TOR also
at a $4.00 purchase price. In March 2000, TOR issued 500,000 shares of common
stock to Megamin as part of the purchase of a private Malaysian company from
Megamin. Our shares closed at $2.00 on the effective date of purchase. 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. The terms of the private placement were agreed to with two lead
investors who had no previous investment in or relationship to us but purchased
approximately 66% of the amount raised. 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. WS Opportunity
Fund, L.P., WS Opportunity Fund (QP), L.P. and WS Opportunity Fund
International, Ltd. have informed us that as of July 19, 2004, they have
established a short position in our shares. 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. Five selling stockholders, namely
John S. Lemak, Mark E. Anthony, Robert F. Taglich, Sandor Capital Master Fund,
L.P. and Victory Equity Portfolio, L.P., have informed us that they are
affiliates of broker dealers. Each of these five selling stockholders also
certified to us that they bought the common stock in the ordinary course of
business, and at the time of the purchase of the common stock to be resold, had
no agreements or understandings, directly or indirectly, with any person to
distribute the common stock.

The shares of common stock may also be sold in privately negotiated
transactions or pursuant to 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 registered public
accounting firm, 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.

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. Our Quarterly Report on Form 10-QSB for the quarter ended March 31,
2004 filed on May 17, 2004 as amended by a Form 10-QSB/A filed June 2,
2004 and June 10, 2004 and our Quarterly Report on Form 10-QSB filed
on August 16, 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 Form 8-K, filed January 21, 2004, March 11, 2004,
July 15, 2004, July 20, 2004, August 5, 2004 and August 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 $ 12,500
------------
Accounting fees and expenses $ 10,000
------------
Miscellaneous $ 200
------------
Total $ 27,659
------------

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.

10.2**+ Sales Agreement, dated March 28, 2003 and effective April 1,
2003, between TOR Minerals International, Inc. and
Kerr-McGee Chemical, LLC.
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)
--------------
* Previously filed.
** Filed herewith.
+ Confidential treatment requested.

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 Amendment No. 1 to 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 16th day
of August, 2004.

TOR MINERALS INTERNATIONAL, INC.
By:

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

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 August 16, 2004
---------------------- Officer, Director
(Richard L. Bowers)

/s/ Bernard A. Paulson* Chairman of the Board August 16, 2004
-----------------------
(Bernard A. Paulson)

/s/ Lawrence W. Haas Chief Financial Officer August 16, 2004
-------------------- and Treasurer
(Lawrence W. Haas) (Principal Financial and
Accounting Officer)

/s/ W. Craig Epperson* Director August 16, 2004
-----------------------
(W. Craig Epperson)

/s/ David Hartman* Director August 16, 2004
-------------------
David Hartman)

/s/ Doug Hartman* Director August 16, 2004
-----------------
(Doug Hartman)

/s/ Si Boon Lim* Director August 16, 2004
-----------------
(Si Boon Lim)

/s/ Thomas W. Pauken* Director August 16, 2004
----------------------
(Thomas W. Pauken)

/s/ Tan Chin Yong* Director August 16, 2004
-------------------
(Tan Chin Yong)

* By: /s/ Lawrence W. Haas
---------------------------
Lawrence W. Haas
Agent and Attorney-in-fact

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).
10.2**+ Sales Agreement, dated March 28, 2003 and effective April 1,
2003, between TOR Minerals International, Inc. and
Kerr-McGee Chemical, LLC.
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)
--------------
* Previously filed.
** Filed herewith.
+ Confidential treatment requested.