alti_8k-100608.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): October 6,
2008
Altair Nanotechnologies Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Canada
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1-12497
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33-1084375
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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204
Edison Way
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Reno, NV
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89502
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number, Including Area Code:
(Former
name, former address, and formal fiscal year, 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
October 6, 2008, Altair Nanotechnologies Inc. (the “Company”) entered into a
Stock Purchase and Settlement Agreement (the “Agreement”) with Al Yousuf, LLC, a
United Arab Emirates limited liability company (the
“Investor”). Pursuant to the Agreement, the Company agreed to
issue an aggregate of 8,000,000 common shares (the “Shares”) to the
Investor. Of such Shares, 5,882,353 shares (the “Purchase
Shares”) are being acquired by the Investor at a purchase price of $1.70 per
share, for an aggregate purchase price of $10,000,000, to be paid at a closing
to occur within 15 days. The remaining 2,117,647 Shares (the “Release
Shares”) were issued upon execution of the Agreement in exchange for a release
by the Investor of all potential claims arising from design concerns related to
battery packs delivered to Phoenix Motorcars, Inc. in 2007, the Company’s
related offer of a warranty replacement and inventory write-off, and any other
known claims existing as of the date of the Agreement. Under
the Purchase Agreement dated November 29, 2007 between the Company and the
Investor, pursuant to which the Investor purchased $40 million in common shares,
the Company made certain representations and warranties related to its
inventory, warranty reserve and similar matters that were affected by the
write-off of battery inventories and warranty offer announced in March
2008.
The
Agreement includes a lock-up provision under which the Investor is prohibited
from transferring any of the Shares for at least two years. On each
of the second, third, and fourth anniversaries of the closing, one-third of the
Shares will be released from this lock-up restriction. The Agreement also
includes a right of first offer, permitting the Investor to purchase a
percentage of the common shares offered in certain future offerings equal to its
percentage ownership of the Company’s common shares, and contains
representations, warranties and covenants as are customarily found in such
transactions.
Under the
Agreement, the Company has agreed to appoint Iqbal Al Yousuf, the President of
the Investor, to the Company’s Board of Directors and its Compensation,
Nomination and Corporate Governance Committee upon the closing of the purchase
and sale of the Purchase Shares. The Company has also granted a
second designee of the Investor observation rights until the Company’s next
shareholders meeting and agreed to appoint that second designee to the Board of
Directors at the time of such meeting.
Simultaneously
with the Agreement, the Investor and the Company executed an Amendment No. 1 to
Registration Rights Agreement (the “Registration Rights Amendment”) pursuant to
which the Shares were added to the registrable securities subject to the
Registration Rights Agreement executed by the Company and the Investor on
November 29, 2007.
The disclosure set forth in Item 3.03
below is incorporated herein by this reference.
The
descriptions of the Agreement and the Registration Rights Amendment set forth
above are summary in nature and omit certain detailed terms set forth in the
underlying documents. The summaries set forth above are qualified by
the terms and conditions of the definitive documents as filed
herewith.
Item
3.02. Unregistered
Sales of Equity Securities.
Information on Securities
Sold. The information provided under Item 1.01 above is
incorporated herein by this reference.
Exemption From Registration
Claimed. The Shares have been and will be issued in reliance
upon the exemption from registration afforded by the provisions
of Regulation S, as promulgated by the U.S. Securities and Exchange
Commission under the Securities Act, based upon the following: (a) the Investor
represented to us that it is not a “U.S. Person,” as defined in Rule 902 under
the Securities Act; (b) the Investor confirmed to us that it was outside the
United States at all times relevant to the offering, (c) no directed
selling efforts were made with respect to the offering in the United States, and
(d) governing agreements, documents and certificates included the offering
restrictions, transfer restrictions and legends required by Regulation
S.
Item
3.03
Material Modification to Rights of Security Holders.
In order
to facilitate the transaction contemplated by the Agreement, the Company
executed an Amendment No. 1 to Amended and Restated Shareholder Rights Plan
Agreement (the “Rights Plan Amendment”) pursuant to Article 5.4(a) of that
certain Amended and Restated Shareholder Rights Plan Agreement (the "Shareholder
Rights Plan") dated October 15, 1999, by and between the Company and Equity
Transfer Services Inc. The purpose of the Rights Plan Amendment is to
prevent the transaction effected by the Agreement from triggering a flip-in of
the rights issued under the Shareholder Rights Plan. Under the Rights
Plan Amendment, the Investor is permitted to maintain the percentage ownership
that results from the closing of the transaction contemplated by the Agreement,
plus an additional 1%, without triggering a flip-in of the rights.
The
description of the Rights Plan Amendment set forth above is summary in nature
and omits certain detailed terms set forth in the underlying
document. The summaries set forth above are qualified by the terms
and conditions of the definitive document as filed herewith.
Item
7.01
Regulation FD Disclosure.
On
October 6, 2008, the Company issued a press release entitled “Altar
Nanotechnologies Announces $10 Million Private Placement,” a copy of which is
attached hereto as Exhibit 99.1.
The
information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is
intended to be furnished and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act, or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act or the Securities Exchange Act, except as expressly set
forth by specific reference in such filing.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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10.1
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Stock
Purchase and Settlement Agreement with Al Yousuf,
LLC
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10.2
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Amendment
No. 1 to Registration Rights Agreement with Al Yousuf,
LLC
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10.3
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Amendment
No. 1 to Amended and Restated Shareholder Rights Plan
Agreement
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99.1
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Press
Release dated October 6, 2008
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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Altair
Nanotechnologies Inc. |
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Dated:
October 6, 2008
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By:
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/s/ John
Fallini |
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John
Fallini, Chief Financial Officer |
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