EX-99 2 exhibit991.htm EXHIBIT 99.1 - MAY 19, 2008 LETTER FROM NASDAQ Exhibit 99.1 - NASDAQ Notification of Non-Compliance to Marketplace Rule 4350

EXHIBIT 99.1


By Electronic Delivery to sparker@TorMinerals.com

May 19, 2008

Mr. Steven H. Parker
Treasurer and Chief Financial Officer
TOR Minerals International, Inc.
722 Burleson Street
Corpus Christi, Texas 78402

Re:      TOR Minerals International, Inc. (the "Company")
Nasdaq Symbol: TORM

Dear Mr. Parker:

In its Proxy Statement filed on April 16, 2008, the Company indicated that John J. Buckley, a member of the Company's Board of Directors and the Audit Committee, passed away on April 8, 2008.  Accordingly, the Company no longer complies with Nasdaq's audit committee requirements as set forth in Marketplace Rule 4350.

However, consistent with Marketplace Rule 4350(d)(4), Nasdaq will provide the Company a cure period in order to regain compliance as follows:

•           until the earlier of the Company's next annual shareholders' meeting or April 8, 2009; or

•           if the next annual shareholders' meeting is held before October 6, 2008, then the Company must evidence compliance no later than October 6, 2008.

The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than this date. In the event the Company does not regain compliance by this date, Nasdaq rules require Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Listing Qualifications Panel.

Marketplace Rule 4803(a) requires that the Company, as promptly as possible but no later than four business days from the receipt of this letter, make a public announcement through the news media which discloses receipt of this letter and the Nasdaq rules upon which it is based.1 The Company must provide a copy of this announcement to Nasdaq's MarketWatch Department, the Listing Qualifications Department, and the Listing Qualifications Hearings Department (the "Hearings Department") at least

1 We also note that Item 3.01 of Form 8-K requires disclosure of the receipt of this notification within four business days.

See, SEC Release No. 34-49424.



Mr. Steven H. Parker
May 19, 2008
Page 2

10 minutes prior to its public dissemination.2 For your convenience, we have enclosed a list of news services.3

In the event the Company does not make the required public announcement, trading in your securities will be halted.

In addition, an indicator will be broadcast over Nasdaq's market data dissemination network noting the Company's non-compliance. The indicator will be displayed with quotation information related to the Company's securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the reason(s) for such noncompliance is posted on our website at www.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.

If you have any questions, please contact Nikolai Utochkin, Listing Analyst, at +1 301 978 8029.

Sincerely,

Randy Genau
Director
Nasdaq Listing Qualifications

 

 

 

 

 


2  The notice should be submitted to Nasdaq's MarketWatch Department through the Electronic Disclosure service available at www.NASDAQ.net. The facsimile numbers for Nasdaq's Listing Qualifications and Hearings Departments are +1 301 978 4028 and +1 301 978 8080, respectively.

3  The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story. Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS' EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Marketplace Rule(s)     .