UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 25, 2005
TOR Minerals International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-17321 74-2081929
(Commission File Number) (IRS Employer Identification No.)
722 Burleson Street
Corpus Christi, Texas 78402
(Address of Principal Executive Offices) (Zip Code)
(361) 883-5591
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
___ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
This 8-K/A is filed solely to amend in its entirety Item 1.01 of TOR
Minerals International, Inc.'s (the "Company") Form 8-K filed on December 22,
2004. The Company has identified the counterparty to the purchase order
described below, which was omitted from the original filing in accordance with a
Confidentiality Request that has been withdrawn.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 20, 2004, we agreed to accept a purchase order from Engelhard
Corporation to supply them with 100% of their Aluprem requirements for 2005. The
value of this purchase order is estimated to be up to $10,500,000. In addition
to this purchase order, we supplied Engelhard Corporation with their Aluprem
requirements for 2004 resulting in sales of approximately $4,800,000.
Either party may cancel the agreement in the event the other has failed to
perform or observe the terms and conditions of the purchase order by giving ten
days prior written notice. We have also agreed to indemnify Engelhard
Corporation for claims, damages or expenses caused by our breach of the purchase
order or our negligent, reckless or intentional acts or omissions.
On December 21, 2004, we entered into a loan agreement with Bank of America,
N.A. (the "Bank"), which amended and restated our previous loan agreement with
the Bank dated August 23, 2002, as amended. Under the loan agreement, the Bank
has agreed to continue to provide us with a $5,000,000 revolving line of credit
subject to a defined borrowing base limited to the lesser of $5,000,000 or 80%
of eligible accounts receivable and 50% of eligible inventory up to a maximum of
$2,850,000. The revolving loan is due on October 1, 2006. The Bank has also
agreed to issue standby letters of credit for our account up to the amount
available under the revolving line of credit. Our prior term loan with the Bank
in the amount of $782,500 was restated under the loan agreement to the unpaid
balance of $581,858.93. The term loan bears interest at 5.2% and matures on May
1, 2007. We are required to make monthly principal payments in the amount of
$20,064.10. Both the revolving and the term loan are secured by our property,
plant and equipment as well as inventory and accounts receivable.
The loan agreement contains covenants that, among other things, require
maintenance of financial ratios based on our consolidated results of operations.
The loan agreement also requires us to notify the Bank upon the occurrence of a
"material adverse event," which among other items, is considered to be an event
that may adversely affect our financial condition, business, properties,
operations, the Bank's collateral or the Bank's ability to enforce its rights
under the loan agreement and ancillary documents. Any such notification is
considered an event of default under the loan agreement. Under our prior loan
agreement with the Bank, the determination of an occurrence of a "material
adverse event" was in the discretion of the Bank.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOR MINERALS INTERNATIONAL, INC.
(Registrant)
Date: January 26, 2005 /s/ RICHARD BOWERS
Richard Bowers
President and CEO
Date: January 26, 2005 /s/ LAWRENCE W. HAAS
Lawrence W. Haas
Treasurer and CFO