-----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, K918/H+h2AnJZEQ1ahvKSzqPu29Ka9ibrto+qXZqPOKXmllbtO2Hz/uGYqvFoEQU oHyWrnMEKdsXaM8gTgB3Jg== 0000842295-06-000098.txt : 20061215 0000842295-06-000098.hdr.sgml : 20061215 20061215142830 ACCESSION NUMBER: 0000842295-06-000098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061211 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061215 DATE AS OF CHANGE: 20061215 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: 061279951 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 x8knewcfo.htm 8-K, ITEM 5.02, APPOINTMENT OF NEW CFO 8-K, Appointment of New CFO

 

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 11, 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 Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2006, TOR Minerals International (the “Company”), (NASDAQ: TORM) announced the appointment of Steven H. Parker as Chief Financial Officer.  The appointment is effective January 1, 2007.

Mr. Parker, 55, is presently a Group Finance Director at Smith & Nephew Co, a global manufacturer of medical devices, where he is responsible for accounting and treasury operations.  He joined Smith & Nephew in 1997 as Director of Finance – International.  Prior to that, Mr. Parker held a variety of increasingly responsible senior financial management and operations positions in manufacturing companies.  Mr. Parker holds a M.B.A. from the University of Memphis, is a Certified Public Accountant and member of the American Institute of CPAs.

Mr. Parker’s annual salary will be $156,000.  The Board of Directors will grant Mr. Parker 100,000 Incentive Stock Options effective January 2, 2007.  The exercise price will be set at the stock closing price on January 2, 2007.  The options will become exercisable ratable over a five year period beginning on the first anniversary of the date of grant.  The options expire on January 1, 2017 unless sooner terminated by their terms.  The options will be granted under the Company’s 2000 Incentive Plan and are subject to the terms of the Plan.  In addition, the Company will pay Mr. Parker’s moving expenses and real estate commission.

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 December 15, 2006, announcing the appointment of Steven H. Parker as Chief Financial Officer effective January 1, 2007.

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:  December 15, 2006

/s/ OLAF KARASCH

Olaf Karasch
President and CEO

EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press Release, dated December 15, 2006, announcing the appointment of Steven H. Parker as Chief Financial Officer effective January 1, 2007.

3


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

EXHIBIT 99.1

  

TOR Minerals Announces Hiring of Chief Financial Officer

CORPUS CHRISTI, Texas, December 15, 2006 TOR Minerals International (Nasdaq:TORM), producer of synthetic titanium dioxide pigments, specialty aluminas, and other high performance mineral fillers, today announced that Steven H. Parker  has been named Chief Financial Officer.  The appointment is effective January 1, 2007.

Mr. Parker is presently a Group Finance Director at Smith & Nephew Co, a global manufacturer of medical devices, where he is responsible for accounting and treasury operations.  He joined Smith & Nephew in 1997 as Director of Finance – International.  Prior to that, Mr. Parker held a variety of increasingly responsible senior financial management and operations positions in manufacturing companies.  Mr. Parker holds a M.B.A. from the University of Memphis, is a Certified Public Accountant and member of the American Institute of CPAs.

“Steve brings an impressive combination of financial management and controls expertise to TOR Minerals,” said Dr. Olaf Karasch, chief executive officer of TOR Minerals. “As TOR resumes its growth trajectory, Steve will be a significant contributor to TOR's long-term success."

"I am excited to join TOR Minerals at this dynamic point in the company's history," said Mr. Parker.  "Working with Dr. Karasch and the rest of TOR's management team, I look forward to helping TOR successfully manage the growth opportunities that lie ahead."

 

About TOR Minerals

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 increase, commodity price increases, delays in delivery of required equipment and other factors.

Contact for Further Information:
David Mossberg
Beacon Street Group, LLC


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