8-K 1 x8kbasf.htm 8-K, Purchase Order from BASF

 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):

January 2, 2007

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))

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ITEM 1.01             Entry into a Material Definitive Agreement

On January 2, 2007, TOR Minerals International (the "Company"), (NASDAQ: TORM) received a purchase order for Alumina from a subsidiary of BASF AG ("BASF").  The purchase order covers deliveries of Alumina by the Company in 2007 with the possibility of extension into 2008 by mutual agreement.  The purchase order does not contain any minimum purchase requirements by BASF.  If BASF purchases quantities of Alumina in 2007 at levels presently estimated by the Company and BASF, the net sales generated by the purchase order could exceed 10% of the Company's 2007 annual sales revenue.  However, there can be no assurance that BASF will in fact purchase quantities that approach the levels presently estimated, which it is not obligated to do, and as such, the impact of the purchase order on the Company's future results of operations therefore is necessarily uncertain.

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 January 4, 2007, announcing the receipt of a significant Alumina Purchase Order

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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 5, 2007

/s/ STEVEN H. PARKER

Steven H. Parker
Treasurer and CFO

EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press Release, dated January 4, 2007, announcing the receipt of a significant Alumina Purchase Order

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