-----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, B7j2SjNq65yJkjqysTsSRFl72diSjhHgIZVGnOQrLyK3UvBTt+QwfQ8j/afbinpy u96ubKlA1rku6xuzxJiNWw== 0000842295-09-000086.txt : 20090918 0000842295-09-000086.hdr.sgml : 20090918 20090918160734 ACCESSION NUMBER: 0000842295-09-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090915 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090918 DATE AS OF CHANGE: 20090918 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: 091076954 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 x2009nasdaqdefletter.htm FORM 8-K, NASDAQ STAFF DEFICIENCY LETTER REGARDING MINIMUM BID PRICE Form 8-K, Nasdaq Deficiency Letter Regarding Minimum Bid Price

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):  September 15, 2009

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)

722 Burleson Street
Corpus Christi, Texas
(Address of Principal Executive Offices)

74-2081929
(IRS Employer Identification No.)


78402
(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 3.01               Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On September 18, 2009, TOR Minerals International, Inc. (the "Company") announced receipt of a Staff Deficiency Letter on September 15, 2009 from Nasdaq indicating that the Company fails to comply with the "Minimum Bid Price" requirement for continued listing set forth in Listing Rule 5550(a)(2) (the "Rule").

The Rule requires listed securities to maintain a minimum bid price of $1.00 per share.  Based upon the closing bid price for the last 30 consecutive business days through September 14, 2009, the Company no longer meets this requirement.  Consequently, a deficiency exists with regard to the Rule.  However, the Rules also provide the Company with a grace period of 180 calendar days, or until March 15, 2010, in which to regain compliance.

If at anytime during this grace period the bid price of the Company's security closes at $1.00 per share or more for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and this matter will be closed.

In the event the Company does not regain compliance with the Rule prior to the expiration of the grace period on March 15, 2010, it will receive written notification that its securities are subject to delisting.  At that time, the Company may appeal the delisting determination to a hearing's panel. Alternatively, the Company may be eligible for an additional grace period if it meets the initial listing standards, with the exception of bid price, for The Nasdaq Capital Market.  If it meets the initial listing criteria, Nasdaq will notify the Company that it has been granted an additional 180 calendar day compliance period.

A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

2



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 September 18, 2009, announcing the Company's receipt of Nasdaq Staff Deficiency Letter related to Minimum Bid Price


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:  September 18, 2009

/s/ BARBARA RUSSELL

Barbara Russell
Acting Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Press Release, dated September 18, 2009, announcing the Company's receipt of Nasdaq Staff Deficiency Letter related to Minimum Bid Price

3


EX-99 2 exhibit99.htm PRESS RELEASE Exhibit 99.1 - Press Release

 

EXHIBIT 99.1

 

TOR Minerals Announces Receipt of Nasdaq Staff Deficiency Letter

Related to Minimum Bid Price

CORPUS CHRISTI, Texas, September 18, 2009 - TOR Minerals International (the "Company") (Nasdaq:  TORM), producer of synthetic titanium dioxide and color pigments, specialty aluminas, and other high performance mineral fillers, today announced receipt of a Staff Deficiency Letter, dated September 15, 2009, from Nasdaq indicating that the Company fails to comply with the "Minimum Bid Price" requirement for continued listing set forth in Listing Rule 5550(a)(2) (the "Rule").

The Rule requires listed securities to maintain a minimum bid price of $1.00 per share.  Based upon the closing bid price for the last 30 consecutive business days through September 14, 2009, the Company no longer meets this requirement.  Consequently, a deficiency exists with regard to the Rule.  However, the Rules also provide the Company with a grace period of 180 calendar days, or until March 15, 2010, in which to regain compliance.

If at anytime during this grace period the bid price of the Company's security closes at $1.00 per share or more for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and this matter will be closed.

In the event the Company does not regain compliance with the Rule prior to the expiration of the grace period on March 15, 2010, it will receive written notification that its securities are subject to delisting.  At that time, the Company may appeal the delisting determination to a hearing's panel. Alternatively, the Company may be eligible for an additional grace period if it meets the initial listing standards, with the exception of bid price, for The Nasdaq Capital Market.  If it meets the initial listing criteria, Nasdaq will notify the Company that it has been granted an additional 180 calendar day compliance period.

Headquartered in Corpus Christi, Texas, TOR Minerals International is a global manufacturer and marketer of specialty mineral and pigment products for high performance applications with manufacturing 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 present slow down in U.S. construction and the risks of a general business slow down or recession, the increasing cost of energy, raw materials and labor, competition, the receptivity of the markets for our anticipated new products, advances in technology, changes in foreign currency rates, freight price increase, commodity price increases, delays in delivery of required equipment, the possibility that the Company's common stock may be delisted by Nasdaq and other factors.

Contact for Further Information:
David Mossberg
Three Point Advisors, LLC
(817) 310-0051


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