alti_8k-102008.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 14,
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
5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
Appointment of Iqbal Al
Yousuf as Director. As previously reported, Altair Nanotechnologies Inc.
(the “Company”) entered into a Stock Purchase and Settlement Agreement dated as
of September 30, 2008 (the “Agreement”) with Al Yousuf, LLC, a United Arab
Emirates limited liability company (the “Investor”). Pursuant
to the Agreement, the Company agreed to appoint Iqbal Al Yousuf, the President
and an equity owner of the Investor, to the Board of Directors of the Company
upon the closing of the purchase by the Investor of 5,882,353 common shares
being acquired by the Investor at a purchase price of $1.70 per share, for an
aggregate purchase price of $10 million. As contemplated by the Agreement, upon
the Company’s receipt of $10 million for such shares on October 14, 2008, the
Company expanded its Board of Directors to an aggregate of eight directors and
appointed Iqbal Al Yousuf to fill the vacancy. Mr. Al Yousuf was also
appointed to the Compensation Nominating and Governance Committee of the
Company.
Mr. Al
Yousuf, age 50, has been the President of the Investor since
2004. The Investor controls the Al Yousuf Group, a 55-year old
United Arab Emirates company founded by Mr. Yousuf Habib Al Yousuf, the father
of Iqbal Al Yousuf. The Al Yousuf Group has operations in motor
vehicles, boat manufacturing, auto rental, real estate development, home
electrical appliances, computer operating systems, electronics, and
transportation. Mr. Al Yousuf earned Bachelor of Science degrees in
computer science and economics from the University of Minnesota in
1983. After graduating, he joined the Al Yousuf Group as Managing
Director of Al Yousuf Computer. In 1988, he was appointed as Deputy
Chairman of the Al Yousuf Group, in 2001 as Vice Chairman, and then as President
in 2004.
Mr. Al
Yousuf serves as the Chairman of the Board of Directors of ZAP (ZAAP.ob), a
provider of electric and high technology vehicles; serves as a director of
Phoenix MC, Inc., a developer of electric motor vehicles; serves as a director
of ETI Tech Corporation Berhad, a Malaysian corporation principally involved in
the research and development of intelligent battery management systems for
rechargeable energy storage solutions; and serves as the President of Al Sadiq
English School in the United Arab Emirates.
Arrangements Related to
Appointment. Mr. Al Yousuf was appointed to the Board of Directors
pursuant to a covenant in the Agreement under which the Company agreed (a) to
appoint a designee of the Investor to the Board of Directors and the
Compensation Nominating and Governance Committee of the Company from the date of
the closing of the purchase shares under the Agreement until expiration of the
Rights Period (defined below), and (b) to grant a second designee of the
Investor observation rights until the Company’s next shareholders meeting, at
which time the designee would be appointed or elected to the Board of Directors
until expiration of the Rights Period. The “Rights Period”
expires on the earliest to occur of (i) the first date that common shares held
by the Investor constitute no more than ten percent of the Company’s outstanding
common shares (on a fully diluted basis assuming exercise or conversion of all
options, warrants, conversion rights and other rights exercisable for or
convertible into common shares), (ii) the first date after January 1, 2010 that
the market price of the common shares has exceeded $4.50 (adjusted for stock
splits, consolidations and similar transactions) for 60 consecutive trading
days, and (iii) the closing of the sale of substantially all of the assets of
the Company, a merger involving the Company in which the shareholders of the
Company prior to the transaction own less than 50% of the surviving entity or a
similar change of control transaction.
Recent Transactions with Al
Yousuf, LLC and Affiliates. On November 29, 2007, the Company
entered into a Purchase Agreement with the Investor relating to the purchase by
the Investor of 11,428,572 common shares of the Company at a purchase price of
$3.50 per share, for an aggregate purchase price of $40
million. Pursuant to the Agreement, on October 14, 2008, the
Company sold to the Investor 5,882,353 common shares at a purchase price of
$1.70 per share. In addition, on October 6, 2008, pursuant to the
Agreement, the Company issued to the Investor 2,117,647 common shares 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.
Based
upon information provided on behalf of Mr. Al Yousuf, the Al Yousuf Group is
100% owned by Mr. Yousuf Habib Al Yousuf, the father of Iqbal Al Yousuf,
together with his spouses and children, including Mr. Iqbal Al
Yousuf.
Director
Compensation. In connection with his service, Mr. Al Yousuf will be
entitled to standard board compensation of $6,250 per quarter, plus $1,500 per
quarter for each of standing committees on which he serves. It is
also expected that the Board of Directors will approve an initial grant of
10,000 common shares to Mr. Al Yousuf under the Company’s stock incentive plan,
5,000 of which will be subject to no risk of forfeiture and 5,000 of which will
be forfeited if he does not serve as a director for at least one
year. In addition, as a director, Mr. Al Yousuf is eligible to
receive future awards under the Company’s stock incentive plan, and directors
are generally granted an incentive award valued at $55,000 on the date of each
annual shareholders meeting.
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 20, 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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