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UNITED
STATES Filed by Registrant:
x Filed
by a Party other than the Registrant:
Check
the appropriate box:
Preliminary
Proxy Statement
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive
Proxy Statement
x Definitive
Additional Materials
Soliciting
Materials Pursuant to § 240.14a-11(c) or § 240.14a-12 TOR Minerals
International, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement if other
than the Registrant) Payment
of Filing Fee (Check the appropriate box):
x No fee
required.
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title
of each class of securities to which transaction applies: 2) Aggregate
number of securities to which transaction applies: 3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing is calculated
and state how it was determined): 4) Proposed
maximum aggregate value of transaction: 5) Total
fee paid:
Fee
paid previously by written preliminary materials.
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. 1) Amount
Previously Paid: 2) Form,
Schedule or Registration Statement No.: 3) Filing
Party:
4) Date
Filed:
TOR Minerals International, Inc. This document is a supplement (this
“Supplement”) to our Proxy Statement dated July 15, 2009 (the
“Proxy Statement”) furnished to our stockholders of record at the
close of business on June 24, 2009 in connection with our 2009 Annual Meeting
of Stockholders (the “Annual Meeting”), which will be held on
Friday, August 21, 2009. The purpose of this Supplement is to inform you about
some additional terms and conditions relating to one of the proposed matters to
be submitted to a vote of the stockholders at the Annual Meeting. In connection with Proposal Five in the Proxy
Statement, “To approve the potential issuance of shares of our Common
Stock issuable upon the conversion of Debentures and Warrants to purchase
shares of our Common Stock to be sold in a private placement,” Nasdaq
interpretative guidance requires us to include a maximum potential discount in
stockholder proposals such as this one. The actual discount, if any, subject to
the maximum discount, will be determined by our board of directors and will
depend upon market conditions at the time of the financing or financings.
Therefore, in addition to the other terms and conditions described in Proposal
Five, we are also seeking approval for up to a 30% discount from the greater of
book or market value of our common stock in the potential private placement
transactions described in Proposal Five in accordance with the Nasdaq
Marketplace Rules. In addition, we wish to inform you that generally, under published
Nasdaq interpretative guidance, general authorizations by the stockholders for purposes
of Nasdaq Marketplace Rules 5635(b) and 5635(d) for transactions such as those
covered by Proposal Five will be effective only if limited to transactions which
are completed within three months of the approval.
Important Information We filed a definitive Proxy Statement with the
Securities and Exchange Commission on July 14, 2009 in connection with the Annual
Meeting. Stockholders are strongly advised to read the Proxy Statement
carefully, as it contains important information. This Supplement to the Proxy Statement
should be read together with the Proxy Statement.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
722 Burleson Street
Corpus Christi, Texas 78402
Supplement to Proxy Statement dated July 15, 2009
August 19, 2009