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):
May 26, 2015
TOR Minerals International,
Inc.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware
(State or
Other Jurisdiction
of Incorporation)
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0-17321
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74-2081929
(IRS Employer Identification No.) |
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(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT .
On May 26, 2015, TOR Minerals International, Inc. (the “Company”) entered into the fifth amendment (the “Amendment”) to the loan agreement with American Bank, N.A. (the “Lender”). Under the terms of the Amendment, which has an effective date of May 15, 2015, the Lender extended the maturity date on the line of credit to October 15, 2016 and added a commitment fee equal to one quarter of one percent (0.25%) per annum of the difference between (i) the total amount for which the Lender was committed to advance on the line of credit hereunder during the preceding three months and (ii) the average daily principal amount outstanding and owing by the Company on the line of credit during such period.
In addition, the Company and the Lender entered into the third amendment relating to the revolving credit promissory note for the purpose of extending the maturity date of the $2 million line of credit from October 15, 2015, to October 15, 2016.
All other terms of the agreements remained unchanged.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT .
The information contained in Item 1.01 of this report is incorporated herein by reference.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Date: May 26, 2015 |
/s/ BARBARA RUSSELL |
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Barbara Russell
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EXHIBIT INDEX
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Exhibit
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EXHIBIT 10.1
FIFTH AMENDMENT TO LOAN AGREEMENT
This Fifth Amendment to Loan Agreement is effective as of the 15th day of May, 2015, between American Bank, N.A. (“Lender”), and TOR Minerals International, Inc., (“Borrower”) and amends that prior Loan Agreement between the parties dated December 30, 2010 (the “Agreement”), as previously amended on February 15, 2012, May 15, 2013, January 1, 2014, and August 1, 2014.
The first two paragraphs of Section One are amended to provide as follows:
The line of credit is extended to October 15, 2016, and on and after such date the Lender shall not be obligated to make any additional advances on the line of credit. Principal advanced and owing under the line of credit shall be repayable in any event on October 15, 2016.
The following paragraph is added to Section Seven of the Agreement:
7.13 Standby Commitment Fee . Commencing August 15, 2015, at the end of each three months of the loan term and at maturity, Borrower shall pay to Lender a standby commitment fee equal to one quarter of one percent (0.25%) per annum of the difference between (i) the total amount for which Lender was committed to advance on the line of credit hereunder during the preceding three months and (ii) the average daily principal amount outstanding and owing by Borrower on the line of credit during such period.
Except as amended hereby, all other provisions of the Loan Agreement, as previously amended, shall remain in full force and effect and are hereby ratified and confirmed.
EXECUTED in multiple originals the date first set forth above.
THIS WRITTEN LOAN AGREEMENT AND THE PROMISSORY NOTES, SECURITY AGREEMENTS, GUARANTY AGREEMENTS AND OTHER LOAN DOCUMENTS EXECUTED BY THE PARTIES REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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BORROWER: |
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LENDER: |
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TOR MINERALS INTERNATIONAL, INC. |
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AMERICAN BANK, N.A. |
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By: |
BARBARA RUSSELL |
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By: |
PHILLIP J. RITLEY |
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Barbara Russell
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Phillip J. Ritley
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May 26, 2015 |
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May 26, 2015 |
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EXHIBIT 10.2
ALLONGE AND AMENDMENT NO. THREE
TO REVOLVING CREDIT PROMISSORY NOTE
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MAKER: |
TOR MINERALS INTERNATIONAL, INC. |
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ORIGINAL PRINCIPAL SUM: |
$2,000,000.00 |
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DATE OF NOTE: |
February 15, 2012 |
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PAYEE: |
AMERICAN BANK, N.A. |
This is an amendment and allonge to the Promissory Note described above, as previously amended or modified by Allonge and Amended No. One dated May 15, 2013 and Allonge and Amendment No. Two dated August 1, 2014. The said Promissory Note is hereby amended as follows:
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Maturity is extended to October 15, 2016. |
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The interest rate prior to maturity is amended to be a variable rate which is one percent (1%) per annum ABOVE THE REFERENCE RATE, with such variable rate to change and be adjusted to reflect any change in such Reference Rate at the time of any such change; provided, such variable rate shall never be less than 4.5% per annum nor ever exceed the lesser of: (i) the maximum legal rate which may be lawfully contracted for, charged or received hereon from time to time under applicable law; or (ii) 17.5% per annum. |
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Principal shall be due and payable on or before October 15, 2016 (the “maturity date”). Accrued interest shall be due and payable on a monthly basis commencing June 15, 2015, and on the same day of each succeeding month thereafter, and at maturity. |
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The loan and Note, as extended, continues to be subject to and governed by a Loan Agreement dated December 30, 2010, as amended. |
Except as so amended, and as such may have been previously amended, said Promissory Note shall remain in full force and effect.
EXECUTED effective the 15th day of May, 2015.
NOTICE TO MAKER: THIS LOAN IS PAYABLE IN FULL ON THE MATURITY DATE. YOU MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE LOAN AND UNPAID ACCRUED INTEREST THEN DUE. THE PAYEE IS UNDER NO OBLIGATION TO REFINANCE THE LOAN AT THAT TIME. YOU WILL THEREFORE BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS YOU MAY OWN, OR YOU WILL HAVE TO FIND A PAYEE WILLING TO LEND YOU THE MONEY AT PREVAILING MARKET RATES, WHICH MAY BE CONSIDERABLY HIGHER OR LOWER THAN THE INTEREST RATE ON THIS LOAN. IF YOU REFINANCE THIS LOAN AT MATURITY, YOU MAY HAVE TO PAY SOME OR ALL CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF YOU OBTAIN REFINANCING FROM THE SAME PAYEE.
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HOLDER: |
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MAKER: |
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AMERICAN BANK, N.A. |
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TOR MINERALS INTERNATIONAL, INC. |
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By: |
PHILLIP J. RITLEY |
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By: |
BARBARA RUSSELL |
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Phillip J. Ritley
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Barbara Russell
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May 26, 2015 |
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May 26, 2015 |
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