- Current report filing (8-K)
2010年2月20日 - 3:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM
8‑K
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CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported):
February 12, 2010
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TOR
Minerals International, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-17321
(Commission File Number)
722 Burleson Street
Corpus Christi, Texas
(Address of Principal Executive Offices)
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74-2081929
(IRS Employer Identification No.)
78402
(Zip Code)
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(361) 883-5591
(Registrant's
Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last
Report)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02
APPOINTMENT OF PRINCIPAL OFFICER
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On February 12, 2010, the Board of
Directors appointed Barbara Russell as Chief Financial Officer. Ms. Russell,
age 57, has served as the Company's Acting Chief Financial Officer since 2008
and as the Company's Controller since 1999. Prior to joining TOR in 1997, she
held the position of Chief Executive Officer at the South Texas Lighthouse for
the Blind.
The terms of Ms. Russell's compensation
have not yet been determined. In accordance with Instruction 2 of Item 5.02 of
Form 8-K, the Company will amend this Current Report on Form 8-K within four
business days after such information is determined or becomes available.
ITEM 5.03
AMENDMENT
TO ARTICLES OF INCORPORATION
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On February 18, 2010, TOR Minerals
International, Inc. (the "Company") announced that the Shareholders approved an
Amendment to the Company's Articles of Incorporation which will effect a one
for five reverse stock split of the Company's issued and outstanding common
stock, effective February 19, 2010, and in connection therewith, will reduce
the number of authorized shares of common stock by the same ratio. A copy of
the Amendment was filed with the Company's DEF-14A filed with the Securities
and Exchange Commission on January 26, 2010, and is incorporated herewith by
reference.
Trading of the Company's common stock on
the NASDAQ Global Market on a split-adjusted basis will begin at the open of
trading on February 19, 2010.
The Company's shares will continue to trade
on the NASDAQ Capital Market under the symbol "TORM" with the letter "D" added
to the end of the trading symbol for a period of 20 trading days to indicate
that the reverse stock split has occurred. As a result of the reverse stock
split, every five shares of the Company's common stock issued and outstanding
immediately prior to the effective date will be combined into one share of
common stock. The Company will not issue fractional shares of common stock.
Fractional shares resulting from the reverse stock split will be will be
rounded up to the nearest whole share.
Letters of transmittal are expected to be
sent to stockholders shortly after the effectiveness of the reverse stock
split.
A copy of the press release relating to
this Item 5.03 is furnished as Exhibit 99.1 to this Current Report on Form
8-K. A copy of the press release is also available on the Company's website at
www.torminerals.com, under the News tab.
ITEM 9.01
FINANCIAL
STATEMENTS AND EXHIBITS
(a)
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Financial Statements of Businesses Acquired.
Not applicable.
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(b)
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Pro Forma Financial Information.
Not applicable.
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(c)
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Shell
company transaction
Not applicable
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(d)
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Exhibits.
The following exhibit is furnished in accordance with the provisions of Item
601 of Regulation S-B:
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Exhibit
Number
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Description
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99.1
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Press Release, dated February 18, 2010, announcing one
for five reverse stock split
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SIGNATURES
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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.
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TOR MINERALS
INTERNATIONAL, INC.
_____________________
(Registrant)
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Date:
February 19, 2010
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/s/ BARBARA
RUSSELL
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Barbara Russell
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No.
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Description
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99.1
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Press Release, dated February 18, 2010, announcing one
for five reverse stock split
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Tor Minerals International (MM) (NASDAQ:TORMD)
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Tor Minerals International (MM) (NASDAQ:TORMD)
過去 株価チャート
から 6 2023 まで 6 2024