CORPUS CHRISTI, Texas,
Feb. 2, 2018 /PRNewswire/ -- TOR
Minerals International, Inc. (NASDAQ Capital Market: TORM) today
announced its Board of Directors approved the voluntary suspension
of its duty to file reports with the Securities and Exchange
Commission (the "SEC") and the voluntary deregistration of its
common stock. These actions will result in the Company's
common shares no longer being listed on the NASDAQ and the Company
no longer being a reporting issuer to the SEC. The Company is
eligible to suspend its reporting obligations and deregister its
common stock because there are fewer than 300 holders of record of
the Company's common stock.
In accordance with the resolutions adopted by its Board of
Directors, the Company will file certain notices and certifications
under the Securities Exchange Act of 1934, including a Form 25 and
a Form 15. The Company intends to file a Form 25 to delist its
shares on the NASDAQ Capital Market in mid February and a Form 15
in late February, 2018 and expects that delisting of its common
stock to become effective 10 days after the filing of the Form 25
and the deregistration of its common stock will become effective 90
days after the date of the Form 15 filing. Upon filing of Form 15,
the Company's obligation to file periodic and current reports with
the SEC under Section 13(a), including Forms 10-K, 10-Q and 8-K,
will be immediately suspended. The Company intends to file
its Annual Report on Form 10-K for the year ended December 31, 2017.
After careful consideration, the Board of Directors concluded
that the costs associated with operating as a reporting company,
and the attendant demands on management, are not justified by the
limited benefits. In that regard, in the last several years, the
volume of trading in the Company's common stock has declined
significantly, the public market has not offered liquidity for
significant amounts of stock, and the stock often has not traded at
all.
The Company is unable to predict the precise cost savings that
are expected to result from the decision to suspend its reporting
obligations, but it believes such costs will be substantial. These
include, but are not limited to, reduced costs arising from audits
of financial statements; elimination of quarterly reviews by
auditors of interim financial statements; elimination of costs
associated with preparation and filing of Forms 10-K, 10-Q, 8-K and
other reports, and of proxy statements; and elimination of stock
exchange listing fees. In addition, the Company expects that some
legal and accounting fees and corporate insurance costs should be
reduced over time because of the elimination of required SEC
reporting.
Although the Company will no longer file reports with the SEC or
be subject to rules of the NASDAQ Capital Market, for the
foreseeable future it intends to continue making information
available to shareholders and to observe corporate governance
practices comparable to those which have existed in recent years.
Specifically:
- The Company intends to obtain and make available to
shareholders annual audited financial statements prepared in
accordance with generally accepted accounting principles, beginning
with the statements for the year ended December 31, 2018.
- The Company expects to make available quarterly and annual
financial statements of TOR Minerals International, Inc. via the
Company's website at www.torminerals.com.
- The Company expects to continue to hold an annual meeting of
shareholders each year, but it anticipates not distributing a proxy
statement or soliciting proxies from shareholders. Notice of the
meeting would be given to shareholders.
- The Board of Directors of the Company currently consists of six
independent directors and one management director. Although it will
not be under a legal requirement to do so, the Company plans for
the foreseeable future to maintain a majority of independent
directors on the Board and its Audit, Corporate Governance and
Compensation Committees.
TOR Minerals International, Inc., established in 1980, is
headquartered in Corpus Christi,
Texas, with manufacturing and regional offices located in
the United States, Netherlands and Malaysia. The Company is
a global producer of high performance, specialty mineral products
focused on product innovation and technical support. Our
specialty mineral products, which include flame retardant and smoke
suppressant fillers, engineered fillers, and titanium dioxide color
hybrid pigments, are designed for use in plastic, coatings, paints
and catalysts applications, as well as a wide range of other
industrial applications.
Some of the statements made in this release may be
forward-looking statements. Forward-looking statements relate to
expectations or may involve known or unknown risks, uncertainties
and other factors which may cause actual results, performance or
achievements to be materially different from future results,
performance or achievements expressed or implied by such
forward-looking statements.
These forward-looking statements reflect current views but are
based on assumptions and are subject to risks, uncertainties and
other variables which should be considered when making an
investment decision. Please refer to the Company's recent SEC
filings and the Annual Report on Form 10-K for the year ended
December 31, 2016, for more
information regarding factors that could affect the Company's
results.
Forward-looking statements are relevant only as of the dates
made, and the Company undertakes no obligation to update any
forward-looking statement to reflect new information, events or
circumstances after the date on which the statement is made. All
written or oral forward-looking statements that are made by or are
attributable to the Company are expressly qualified in their
entirety by this cautionary notice. Actual results may differ
significantly from the results discussed in these forward-looking
statements.
Contact for Further Information:
Barbara Russell
Chief Financial Officer
361-826-2043
View original
content:http://www.prnewswire.com/news-releases/tor-minerals-international-inc-to-deregister-its-common-stock-300592655.html
SOURCE TOR Minerals International, Inc.