ITEM 1.02           TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

Six-percent Convertible Subordinated Debentures

As reported in TOR Minerals International, Inc.'s (the "Company") Forms 8-K filed with the Securities and Exchange Commission on May 6, 2009 and August 10, 2009, the Company's Board of Directors authorized the issuance of its six-percent (6%) convertible subordinated debentures with detachable warrants (the "Debentures") for the purpose of refinancing, in whole or in part, its debt to the bank and for general corporate purposes.  Under the current authorization, the Company received $1,500,000 from the sale of Debentures, due May 4, 2016, from nine accredited investors. 

On May 3, 2012, the remaining five holders of the Debentures, four of whom are directors of the Company and one of whom is a greater than five percent shareholder, have converted Debentures in the aggregate amount of $1,450,000 held by them into 547,142 shares of common stock of the Company in accordance with the terms of the Debentures.

ITEM 3.02           UNREGISTERED SALES OF EQUITY SECURITIES.

See our discussion in Item 1.02 with respect to the conversion of the Debentures, which is incorporated herein by reference. The common stock issued upon conversion of the Debentures was issued in reliance on the exemption from registration provided by Section 4(2) under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, based on the private sale of the securities to "accredited investors" (as such term is defined under Regulation D).      

ITEM 9.01           FINANCIAL STATEMENTS AND EXHIBITS.

EXHIBIT INDEX