TOR MINERALS INTERNATIONAL INC - FORM 8-K - December 2, 2014

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EX-16 - EXHIBIT 16.1 - TOR MINERALS INTERNATIONAL INCexhibit16.htm

 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 1, 2014

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))

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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

 

UHY LLP ("UHY") served as TOR Minerals International, Inc.'s ("the Company") independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ended December 31, 2013. The Audit Committee of the Board of Directors selected UHY to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. On December 1, 2014 UHY informed the Company that effective on that date, its Texas practice had been acquired by BDO USA, LLP. As a result of this transaction, UHY resigned as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

The audit reports of UHY on the Company's consolidated financial statements for the years ended December 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion, and these statements were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2013 and 2012, and the subsequent interim period through December 1, 2014, there were no disagreements with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, had it not been resolved to the satisfaction of UHY, would have caused UHY to make reference thereto in its reports on the financial statements for such periods. During this time, there have been no "reportable events," as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company has requested that UHY furnish it with a letter addressed to the Securities and Exchange Commission stating whether UHY agrees with the above statements. A copy of such letter dated December 1, 2014, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

As a result of the UHY transaction, the Audit Committee appointed BDO USA, LLP ("BDO") as the successor independent registered public accounting firm on December 1, 2014. Prior to such appointment, the Company had not consulted with BDO with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.

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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

16.1

Letter dated December 1, 2014 from UHY, LLP to the Securities and Exchange commission regarding statements included in this Form 8-K




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:  December 2, 2014

/s/ BARBARA RUSSELL

Barbara Russell
Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

 

16.1

Letter dated December 1, 2014 from UHY, LLP to the Securities and Exchange commission regarding statements included in this Form 8-K

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