UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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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 4, 2002 (November
25, 2002)
Altair Nanotechnologies Inc.
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(Exact name of registrant as specified in its charter)
Province of
Ontario,
Canada 1-12497 None
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(State or other (Commission File No.) (IRS Employer
jurisdiction Identification No.)
of incorporation)
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
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(Address of principal executive offices, including zip code)
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Registrant's telephone number, including area code: (307) 587-8245
Altair International Inc.
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(Former Name, if Changed Since Last Report)
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Item 5. Other Events
Altair Nanotechnologies Inc. (the "Company") is filing this Amendment No. 1
to Current Report on Form 8-K/A (this "Amendment") in order to file a Second
Amended and Restated Note dated November 21, 2002 (the "Second Restated Note"),
which supersedes and replaces the Amended and Restated Note dated November 21,
2002 (the "First Restated Note") filed as Exhibit 4.1 to the Company's Current
Report on Form 8-K/A filed with the Securities and Exchange Commission on
November 27, 2002 (the "Form 8-K").
In the Form 8-K, the Company reported that, on November 25, 2002, the
Company, together with its consolidated subsidiaries, and Doral 18, LLC (the
"Investor") entered into a Note Amendment Agreement dated November 21, 2002 (the
"Amendment Agreement"), pursuant to which, among other things, (1) the principal
amount of an existing $2,000,000 Secured Term Note (the "Note") was reduced from
$2,000,000 to $1,400,000 in exchange for the Company's issuance of 1,500,000
common shares, and (2) the Note was amended to extend the maturity date from
March 31, 2003 to March 31, 2004. In order to effect these and other amendments
to the Note, the parties entered into the First Restated Note, which superseded
the Note.
The common shares of Altair are currently listed on the Nasdaq SmallCap
Market. Rule 4350(i)(1)(D) promulgated by the NASD with respect to the Nasdaq
SmallCap Market requires that an issuer whose securities are listed on the
Nasdaq SmallCap Market obtain shareholder approval prior to entering into any
agreement, or issuing any security, under which the total number of common
shares of the Company issued could exceed 19.9% of the outstanding common shares
outstanding immediately prior to the transaction (or the first in a series of
related transactions). In order to ensure compliance with Rule 4350(i)(1)(D),
Altair and the Investor included in the Amendment Agreement a provision
prohibiting the exercise of conversion rights arising under the First Restated
Note or any related warrants if, following such exercise, the total number of
common shares of the Company issued in connection with the Restated Notes, all
predecessor notes and all related warrants and agreements would exceed 19.9% of
the outstanding common shares of the Company on December 15, 2000 (the date the
first predecessor note was issued).
The staff at Nasdaq notified the Company of its belief that inclusion of
such provision in the Amendment Agreement, as opposed to the First Restated Note
itself, was not sufficient to assure compliance with Rule 4350(i)(1)(D).
Accordingly, in order to satisfy the concerns of the Nasdaq staff, the Company
and the Investor have executed the Second Restated Note, a copy of which is
filed as Exhibit 4.1 to this Amendment. The Second Restated Note is
substantially identical to the First Restated Note, except that (i) it includes
a new Section 6(R), which prohibits exercise of any conversion rights under the
Second Restated Note if, following such exercise, the total number of common
shares of the Company issued in connection with the Second Restated Note, all
predecessor notes and all related warrants and agreements would exceed 19.9% of
the outstanding common shares of the Company on December 15, 2000, and (ii) it
includes a covenant on the part of the Company to submit the Second Restated
Note and related transactions to its shareholders for approval at its next
annual meeting (and provides that the Second Restated Note becomes callable if
such transactions are not approved at such meeting).
The foregoing descriptions do not purport to be complete and are qualified
by reference to the text of the Form 8-K and the definitive agreements, notes
and warrants filed as Exhibits hereto and to the Form 8-K filed with Securities
and Exchange Commission on November 27, 2002.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Exhibit Incorporated by Reference/ Filed Herewith
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4.1 Second Amended and Restated Secured Term Filed herewith.
Note dated November 21, 2002
4.2 Warrant to Purchase Common Stock (Note Incorporated by reference to the Current
Amendment Agreement Report on Form 8-K filed with the SEC on
November 27, 2002, file no. 1-12497.
10.1 Note Amendment Agreement dated November 21, Incorporated by reference to the Current
2002 Report on Form 8-K filed with the SEC on
November 27, 2002, file no. 1-12497.
10.2 Registration Rights Agreement Incorporated by reference to the Current
Report on Form 8-K filed with the SEC on
November 27, 2002, file no. 1-12497.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment No. 1 to Current Report on Form
8-K/A to be signed on its behalf by the undersigned thereunto duly authorized.
Altair Nanotechnologies Inc.
December 4, 2002 By: /s/ Edward Dickinson
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Date Edward Dickinson, Chief Financial Officer
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