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):  December 30, 2015

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))

 

 

 

ITEM 1.01           ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT .

 

On December 30, 2015, TOR Minerals International, Inc. (the “Company”) entered into the Sixth amendment (the “Amendment”) to the loan agreement with American Bank, N.A. (the “Lender”).  As a result of the Company paying off the term loan owed to the Lender, the Company no longer has regularly-scheduled principal and interest payments owed under its debt service obligations.  Therefore, the Lender replaced the cash flow coverage ratio requirement comparing cash flow to debt service obligations with a new financial covenant designed to monitor the Company’s cash-flow and net earnings.  Under the terms of the Amendment, the Company is required to maintain positive net earnings before taxes, interest, depreciation, amortization and all other non-cash charges on a rolling four-quarter basis.

 

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.

 

 

 

ITEM 9.01           FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits.
The following exhibit is furnished in accordance with the provisions of Item 601 of Regulation S-B:

 

Exhibit
Number

10.1


Description

Sixth Amendment to Loan Agreement with American Bank, dated December 30, 2015



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 4, 2016

/s/ BARBARA RUSSELL

 

Barbara Russell
Chief Financial Officer

 


 

 

 

EXHIBIT INDEX

 

 

Exhibit
Number

10.1


Description

Sixth Amendment to Loan Agreement with American Bank, dated December 30, 2015

 

 

 

EXHIBIT 10.1

 

SIXTH AMENDMENT TO LOAN AGREEMENT

 


 

This Sixth Amendment to Loan Agreement is effective as of the 30th day of December, 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, August 1, 2014, and May 15, 2015.

 

Whereas, Borrower has paid in full the term loan owing to Lender and no longer has regularly-scheduled principal and interest payments owing under its debt service obligations;

 

Now, Therefore, Lender agrees to replace the cash flow coverage ratio requirement comparing cash flow to debt service obligations with a new financial covenant designed to monitor Borrower’s cash-flow and net earnings on a regular basis.

 

In Article Five, Section 5.03 is amended to revise subsection “a” to hereafter read as follows:

 

  1. Net Earnings Requirement .  Borrower will maintain positive net earnings before taxes, interest, depreciation, amortization and all other non-cash charges (including but not limited to inventory write-downs) on a rolling four-quarter basis.

 

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.

 

 

BORROWER:

 

LENDER:

TOR MINERALS INTERNATIONAL, INC.

 

AMERICAN BANK, N.A.

 

 

 

 

 

 

 

 

 

By:

BARBARA RUSSELL

 

By:

PHILLIP J. RITLEY

 

Barbara Russell
Chief Financial Officer

 

 

Phillip J. Ritley
Senior Lending Officer

 

 

 

 

 

 

December 30, 2015

 

 

December 30, 2015

 

Date

 

 

Date