8-K 1 engelhard8kjan3.htm 8-K, ITEM 2.02, RESULTS OF OPERATIONS & FINANCIAL CONDITION 8-K, January 3, 2006 Press Release

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8‑K


CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report  (Date of earliest event reported):

December 28, 2005

TOR Minerals International, Inc.
(Exact Name of Registrant as Specified in Its Charter)


Delaware
(State or Other Jurisdiction of Incorporation)

0-17321
(Commission File Number)

722 Burleson Street
Corpus Christi, Texas
(Address of Principal Executive Offices)

74-2081929
(IRS Employer Identification No.)


78402
(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))

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ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 3, 2006, TOR Minerals International, Inc. (the “TOR” or “Company”) announced that the Engelhard Corporation, a major alumina customer, has notified the Company that it is not renewing its purchase order for the Company’s specialty aluminas in 2006.  These purchases are expected to account for approximately $7,000,000, or 21 percent, of TOR’s sales in 2005.

The Company is still determining the financial impact.  The Company anticipates a significant impact on earnings in the first half of 2006, with the full-year impact dependent on the Company’s ability to expand existing customer relationships and to gain new customers.

A copy of the press release relating to this Item 2.02 is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is also available on its website at www.torminerals.com, under the News tab.

The information in this Current Report on Form 8-K, including the exhibits, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933 regardless of any general incorporation language in such filings.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(a)

Financial Statements of Businesses Acquired.
Not applicable.

(b)

Pro Forma Financial Information.
Not applicable.

(c)

Shell company transactions.
Not applicable.

(d)

Exhibits.
The following exhibit is filed in accordance with the provisions of Item 601 of Regulation S-B:

Exhibit No.

Description

99.1

Press Release, dated January 3, 2006 – TOR Minerals Announces End of Alumina Customer Relationship

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 3, 2006

LAWRENCE W. HAAS
Lawrence W. Haas Treasurer and CFO

 

 

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release, dated January 3, 2006 – TOR Minerals Announces End of Alumina Customer Relationship

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