-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PwrfuaoeKI3rgKYmJEFXbdZ335zyBT2l+5YoKDYKoWDFNhwv6+/zu6o2fzn3JYjr 3pMXsz4/JwqFLl0PMFKNiA== 0000842295-06-000046.txt : 20060517 0000842295-06-000046.hdr.sgml : 20060517 20060517135924 ACCESSION NUMBER: 0000842295-06-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060516 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060517 DATE AS OF CHANGE: 20060517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOR MINERALS INTERNATIONAL INC CENTRAL INDEX KEY: 0000842295 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742081929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17321 FILM NUMBER: 06848554 BUSINESS ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 BUSINESS PHONE: 3618825175 MAIL ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 FORMER COMPANY: FORMER CONFORMED NAME: HITOX CORPORATION OF AMERICA DATE OF NAME CHANGE: 19920703 8-K 1 x8kceo.htm FORM 8-K, APPOINTMENT OF CEO & PRESIDENT Form 8-K, Appointment of CEO & Preisdent

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):

May 16, 2006

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)

74-2081929
(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))

1



ITEM 5.02             DEPARTURE OF PRINCIPAL OFFICER.

On May 16, 2006, Bernard Paulson, Chairman of TOR Minerals International (the “Company”), (Nasdaq: TORM) announced that Dr. Olaf Karasch will become the Company’s President and CEO effective July 1, 2006.  The Company also announced that Mark Schomp has been promoted to Executive Vice President for Sales and Marketing.  Richard Bowers, who will be stepping down as President of the Company, will serve as a senior advisor to the new CEO and will remain a member of the Board of Directors.

Dr. Karasch, age 49, had served as the Company’s Executive Vice President, Operations since September 4, 2002.  Dr. Karasch had served as Managing Director of TOR's wholly owned Netherlands subsidiary, TP&T, since joining the company on May 16, 2001.  In January 1996, Dr. Karasch was managing director for Flohme Chrome Plating and Plasma Coating.  In 1997, he joined the Royal Begemann Group in the Netherlands until its purchase by TOR in 2001.  Dr. Karasch received his Ph.D. in Mineralogy at Reinisch-Westfalische University in Aachen, Germany where he specialized in submicronization (particle size reduction below one micron).

Mr. Schomp, age 46, had served as the Company’s Vice President, Sales and Marketing since September 4, 2002.  Mr. Schomp is a Chemical Engineer who spent 15 years in sales and sales management with Alusuisse-Lonza, a large European manufacturer of aluminum, specialty aluminas, and other products.  He has wide experience in selling pigments and fillers to plastics and coatings applications.  Mr. Schomp joined the Company’s sales department in 2001.

The terms of Dr Karasch and Mr. Schomp’s compensation have not yet been determined.  In accordance with Instruction 2 to Item 5t.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.

A copy of the press release relating to this Item 5.02 is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  A copy of the press release is also available on its website at www.torminerals.com, under the News tab.

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 transaction
Not applicable

(d)

Exhibits.

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

Exhibit

Number                                  Description

   99.1              Press Release, dated May 16, 2006, announcing the appointment of Dr. Olaf Karasch as President and CEO, effective July 1, 2006.

2



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:  May 17, 2006

/s/ LAWRENCE W. HAAS

Lawrence W. Haas
Treasurer and CFO

EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press Release, dated May 16, 2006, announcing the appointment of Dr. Olaf Karasch as President and CEO, effective July 1, 2006.

3


EX-99 2 exhibit99.htm EXHIBIT 99.1, PRESS RELEASE Exhibit 99

Exhibit 99.1

DR. OLAF KARASCH NAMED PRESIDENT AND CEO
OF TOR MINERALS INTERNATIONAL

Corpus Christi, Texas, May 16, 2006 TOR Minerals International’s (Nasdaq: TORM) Chairman, Bernard Paulson, announced today that Dr. Olaf Karasch will become its President and CEO effective July 1, 2006.  Dr. Karasch currently is Executive Vice President of Operations for the Company.  The Company also announced that Mark Schomp has been promoted to Executive Vice President for Sales and Marketing.  Richard Bowers, who will be stepping down as President of the Company, will serve as a senior advisor to the new CEO and will remain a member of the Board of Directors.

In making the announcement, Mr. Paulson had this to say, “We appreciate the many years of dedicated service to the Company by Dick Bowers.  We are pleased that Dick has agreed to remain with the Company as a senior advisor to Dr. Karasch.”

Chairman Paulson added, Dr. Karasch has shown an ability to develop innovative products and processes in our business while successfully bringing those new products to the market.  As TOR moves in new products and market directions, we believe that Dr. Karasch’s energy and knowledge of our business which will translate into successful results at the bottom line.”

Based in Corpus Christi, Texas, TOR Minerals is an international manufacturer of specialty mineral products for high performance applications with plants and regional offices located in the United States, Netherlands and Malaysia.

This statement provides forward-looking information as that term is defined in the Private Securities Litigation Reform Act of 1995, and, therefore, is subject to certain risks and uncertainties.  There can be no assurance that the actual results, business conditions, business developments, losses and contingencies and local and foreign factors will not differ materially from those suggested in the forward-looking statements as a result of various factors, including market conditions, general economic conditions, including the risks of a general business slow down or recession, the increasing cost of energy, raw materials and labor, competition, advances in technology, changes in foreign currency rates, freight price increases, commodity price increases, delays in delivery of requirement equipment and other factors.

For Further Information Contact:

Bernard Paulson

361-883-5591 Ext. 25


-----END PRIVACY-ENHANCED MESSAGE-----