As filed with the Securities and Exchange Commission on April 10, 2003
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the
Securities Act of 1933
ALTAIR NANOTECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Canada None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
Telephone: (307) 587-8245
(Address of Principal Executive Offices,
including Zip Code)
Altair Nanotechnologies Inc. 2002 Wage Stock Purchase Plan
(Full title of the plan)
William P. Long Copy to:
Chief Executive Officer Bryan T. Allen
Altair Nanotechnologies Inc. Stoel Rives, LLP
1725 Sheridan Avenue, Suite 140 201 South Main Street, Suite 1100
Cody, Wyoming 82414 Salt Lake City, Utah 84111
(307) 587-8245 (801) 578-6908
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed Maximum
Amount to be Offering Price Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) per Share(2) Aggregate Offering Registration
Price(2) Fee(2)
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Common Shares, without par value 500,000 $0.40 $200,000 $18
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(1) This Registration Statement shall also cover any additional common
shares which become issuable under the 2002 Wage Stock Purchase Plan by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of outstanding common shares of
Altair Nanotechnologies Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low price per common shares of Altair Nanotechnologies
Inc. as reported on the Nasdaq National Market on April 4, 2003.
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Explanatory Note.
-----------------
On September 3, 2002, the Registrant filed a Registration Statement on
Form S-8 for the Registrant 2002 Wage Stock Purchase Plan, Registration Number
333-99099 (the "Old Registration Statement"). The Old Registration Statement
related to 500,000 common shares of Registrant subject to the Registrant 2002
Wage Stock Purchase Plan (the "Plan"). Except as supplemented and superseded
hereby, the contents of the Old Registration Statement are incorporated by
reference herein. On March 24, 2003, the Plan was amended to increase the number
of common shares of Registrant authorized for issuance under the Plan from
500,000 shares to 1,000,000 shares (the "Amendment").
Consistent with General Instruction E. on Form S-8, the Registrant is
filing this Registration Statement on Form S-8 (the "New Registration Statement)
for the purpose of registering the additional 500,000 common shares of
Registrant issuable under the Plan in accordance with the Amendment.
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Altair Nanotechnologies Inc. (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are hereby
incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002 filed with the SEC on March 17, 2003.
(2) The description of the Common Stock contained in the
Registrant's registration statement on Form 10-SB, File No.
0-24372, as amended by the Current Report on Form 8-K filed
with the SEC on July 18, 2002.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.
Item 8. Exhibits.
-----------------
Exhibit No. Description Incorporated by Reference/
Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
Incorporated by reference to Registration Statement
4.1 on Form 10-SB filed with the Commission on November
Form of Common Stock Certificate 25, 1996, File No. 1-12497.
Amended and Restated Shareholder
Rights Plan dated October 15, 1999, Incorporated by reference to the Registrant's Current
4.2 between the Registrant and Equity Report on Form 8-K filed with the Commission on
Transfer Services, Inc. November 19, 1999, File No. 1-12497.
Incorporated by reference to the Registrant's
4.3 2002 Wage Stock Purchase Plan Registration Statement on Form S-8 filed with the
Commission on September 3, 2002, File No. 333-99099.
Amendment No. 1 to the Registrant 2002
4.4 Wage Stock Purchase Plan Filed herewith
5 Opinion of Goodman and Carr LLP Filed herewith
23.1 Consent of Deloitte & Touche LLP Filed herewith
23.2 Consent of Goodman and Carr LLP Included in Exhibit No. 5.
24 Powers of Attorney Included on page 4 hereof
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cody, State of Wyoming on this 9th day of April,
2003.
ALTAIR NANOTECHNOLOGIES INC.
By /s/ William P. Long
--------------------------------------------------
William P. Long, Chief Executive Officer
ADDITIONAL SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints William P.
Long and Edward H. Dickinson, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ William P. Long Chief Executive Officer and Director April 9, 2003
------------------------------------
William P. Long (Principal Executive Officer and authorized
representative of the Registrant in the United States)
/s/ Edward H. Dickinson Chief Financial Officer, Secretary, and Director April 9, 2003
---------------------------
Edward H. Dickinson (Principal Financial Officer and Principal
Accounting Officer)
/s/ James I. Golla Director April 9, 2003
------------------------------------
James I. Golla
Director
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George E. Hartman
/s/ Robert Sheldon Director April 9, 2003
------------------------------------
Robert Sheldon
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