As filed with the Securities and Exchange Commission on January 31, 2002
Registration No. 333-76820
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to FORM S-3
REGISTRATION STATEMENT
Under the
Securities Act of 1933
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Altair International Inc.
(Exact name of registrant as specified in its charter)
Province of Ontario, Canada None
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
----------------------
William P. Long Copies to:
President
Altair International Inc. Brian G. Lloyd, Esq.
1725 Sheridan Avenue, Suite 140 Bryan T. Allen, Esq.
Cody, Wyoming 82414 STOEL RIVES LLP
(307) 587-8245 201 South Main Street, Suite 1100
(Name, address, including zip code, Salt Lake City, Utah 84111
and telephone number, including area code, (801) 328-3131
of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box:[ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus filed as
part of this Registration Statement will be used as a combined prospectus in
connection with this Registration Statement and registration statement Nos.
333-45511, 333-36462 and 333-54092.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the SEC, acting pursuant to said Section 8(a), may
determine.
(LOGO OMITTED)
ALTAIR INTERNATIONAL INC.
8,497,693 Common Shares
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This prospectus relates to the offering and sale of 8,497,693 common
shares of Altair International Inc., without par value. All of the offered
shares are to be sold by persons who are existing security holders and
identified in the section of this prospectus entitled "Selling Shareholders." Of
the common shares offered hereby, 2,848,186 are currently owned by the selling
shareholders and 5,099,507 are issuable upon the exercise of outstanding
warrants to purchase our common shares. The remaining 550,000 offered shares are
being registered pursuant to a contractual obligation with one of the selling
shareholders and represent common shares that we could be required to issue to
such selling shareholder pursuant to a Secured Term Note. In addition, pursuant
to Rule 416 of the Securities Act of 1933, as amended, this prospectus, and the
registration statements of which it is a part, cover a presently indeterminate
number of common shares issuable upon the occurrence of a stock split, stock
dividend, or other similar transaction.
We will not receive any of the proceeds from the sale of the shares
offered hereunder. In the United States, our common shares are listed for
trading under the symbol ALTI on the Nasdaq National Market. On January 28,
2002, the closing sale price of a common share, as reported by the Nasdaq
National Market, was $1.28 per share. Unless otherwise expressly indicated, all
monetary amounts set forth in this prospectus are expressed in United States
Dollars.
Our principal office is located at 1725 Sheridan Avenue, Suite 140,
Cody, Wyoming 82414 U.S.A., and our telephone number is (307) 587-8245.
The shares offered under this prospectus include 6,690,836 common
shares first registered on Registration Statement No. 333-76820, which became
effective during February 2002. The remaining 1,806,857 shares offered under
this prospectus were previously registered under Registration Statements Nos.
333-45511, 333-36462 and 333-54092. Other than the remaining 1,806,857 shares,
all shares registered under the three previous registration statements have been
sold or have not been issued as a result of the expiration or cancellation of
the option, warrant or note under which they were to be issued.
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Consider carefully the risk factors beginning on page 2 in this prospectus
before investing in the offered shares being sold with this prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
Dated January 29, 2002
TABLE OF CONTENTS
RISK FACTORS.................................................................2
FORWARD-LOOKING STATEMENTS...................................................9
OUR COMPANY'S COMMON STOCK...................................................9
USE OF PROCEEDS.............................................................11
DILUTION....................................................................11
SELLING SHAREHOLDERS........................................................12
PLAN OF DISTRIBUTION........................................................23
DESCRIPTION OF OFFERED SECURITIES...........................................25
LEGAL MATTERS...............................................................25
EXPERTS.....................................................................25
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................25
WHERE YOU CAN FIND MORE INFORMATION.........................................26
1
RISK FACTORS
Before you invest in the offered securities described in this
prospectus, you should be aware that such investment involves the assumption of
various risks. You should consider carefully the risk factors described below
together with all of the other information included in this prospectus before
you decide to purchase the offered securities.
We have not generated, and may never generate, significant operating revenues.
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To date, we have not generated any significant revenues from
operations. We have not completed development of the jig or the titanium
processing technology and have not completed exploration of the Tennessee
mineral property. We can provide no assurance that we will ever generate
significant revenues from the jig or the Tennessee mineral property or that we
will generate significant revenues from the titanium processing technology.
We may continue to experience significant losses from operations.
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We have experienced a loss from operations in every fiscal year since
our inception. Our losses from operations in 1999 were $3,729,534, our losses
from operations in 2000 were $6,647,367, and our losses from operations during
the first three-quarters of 2001 were $4,967,433. We will continue to experience
a net operating loss until, and if, the titanium processing technology, the jig
and/or the Tennessee mineral property begin generating significant revenues.
Even if any or all such products or projects begin generating significant
revenues, the revenues may not exceed our costs of production and operating
expenses. We may not ever realize a profit from operations.
We may not be able to raise sufficient capital to meet future obligations.
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As of December 31, 2001, we had approximately $600,000 in cash. In the
absence of significant revenue, this amount of capital will likely prove
insufficient to complete the testing and additional development work necessary
to place the titanium processing technology into continuous operation. In
addition, we will likely need additional capital for testing and development of
the jig or exploration of the Tennessee mineral property. If we determine to
construct and operate a mine on the Tennessee mineral property, we will need to
obtain a significant amount of additional capital to complete construction of
the mine and commence operations.
We may not be able to obtain the amount of additional capital needed or
may be forced to pay an extremely high price for capital. Factors affecting the
availability and price of capital may include the following:
o market factors affecting the availability and cost of capital
generally;
o our financial results;
o the amount of our capital needs;
o the market's perception of mining, technology and/or minerals
stocks;
o the economics of projects being pursued;
o industry perception of our ability to recover and sell minerals
with the jig or titanium processing technology or from the
Tennessee mineral property; and
o the price, volatility and trading volume of our common shares.
2
If we are unable to obtain sufficient capital or are forced to pay a high price
for capital, we may be unable to meet future obligations or adequately exploit
existing or future opportunities, and may be forced to discontinue operations.
Our competitors may be able to raise money and exploit opportunities more
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rapidly, easily and thoroughly than we can.
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We have limited financial and other resources and, because of our
earlier stage of development, have limited access to capital. We compete or may
compete against entities that are much larger than we are, have more extensive
resources than we do and have an established reputation and operating history.
Because of their size, resources, reputation, history and other factors, certain
of our competitors may have better access to capital and other significant
resources than we do and, as a result, may be able to exploit acquisition and
development opportunities more rapidly, easily or thoroughly than we can.
The issuance of common shares received upon exercise of exchange rights or
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warrants may place downward pressure on the market price of our common shares
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and encourage short selling.
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The sale in the open market of common shares issuable upon the exercise
of exchange rights under existing and recently terminated notes and warrants may
place downward pressure on the market price of our common shares. Speculative
traders may anticipate the exercise of exchange rights or warrants and, in
anticipation of a decline in the market price of our common shares, engage in
short sales of our common shares. Such short sales could further negatively
affect the market price of our common shares.
We have pledged substantial assets to secure the Secured Term Note.
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We have pledged all of the intellectual property, fixed assets and
common stock of Altair Nanomaterials Inc., our second-tier wholly-owned
subsidiary, to secure repayment of a $2,000,000 Secured Term Note issued on
December 28, 2001. Altair Nanomaterials Inc. owns and operates the titanium
processing technology we acquired from BHP Minerals in 1999. The Secured Term
Note is also secured by a pledge of the common stock and leasehold assets of
Mineral Recovery Systems, Inc., which owns and operates our leasehold interests
in the Camden, Tennessee area. If we default on the Secured Term Note, severe
remedies will be available to the holder of the Secured Term Note, including
immediate seizure and disposition of all pledged assets.
Operations using the titanium processing technology, the jig or the Tennessee
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mineral property may lead to substantial environmental liability.
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Virtually any proposed use of the titanium processing technology, the
jig or the Tennessee mineral property would be subject to federal, state and
local environmental laws. Under such laws, we may be jointly and severally
liable with prior property owners for the treatment, cleanup, remediation and/or
removal of any hazardous substances discovered at any property we use. In
addition, courts or government agencies may impose liability for, among other
things, the improper release, discharge, storage, use, disposal or
transportation of hazardous substances. We might use hazardous substances and,
if we do, we will be subject to substantial risks that environmental remediation
will be required.
3
Certain of our experts and directors reside in Canada and may be able to avoid
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civil liability.
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We are an Ontario corporation, and a majority of our directors and our
Canadian legal counsel are residents of Canada. As a result, investors may be
unable to effect service of process upon such persons within the United States
and may be unable to enforce court judgments against such persons predicated
upon civil liability provisions of the United States securities laws. It is
uncertain whether Canadian courts would (i) enforce judgments of United States
courts obtained against us or such directors, officers or experts predicated
upon the civil liability provisions of United States securities laws or (ii)
impose liability in original actions against Altair or its directors, officers
or experts predicated upon United States securities laws.
We are dependent on key personnel.
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Our continued success will depend to a significant extent on the
services of Dr. William P. Long, our President and Chief Executive Officer, and
Mr. C. Patrick Costin, our Vice President and President of Fine Gold and MRS.
The loss or unavailability of Dr. Long or Mr. Costin could have a material
adverse effect on us. We do not carry key man insurance on the lives of Dr. Long
or Mr. Costin.
We may issue substantial amounts of additional shares without stockholder
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approval.
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Our Articles of Incorporation authorize the issuance of an unlimited
number of common shares. All such shares may be issued without any action or
approval by our stockholders. In addition, we have two stock option plans which
have potential for diluting of the ownership interests of our stockholders. The
issuance of any additional common shares would further dilute the percentage
ownership of Altair held by existing stockholders. Additional common shares
could be issued at a lower price per share than the price you are being offered.
The market price of our common shares is extremely volatile.
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Our common shares have been listed on the Nasdaq National Market since
January 26, 1998. Trading in our common shares has been characterized by a high
degree of volatility. Trading in our common shares may continue to be
characterized by extreme volatility for numerous reasons, including the
following:
o Uncertainty regarding the viability of the titanium processing
technology, the jig or the Tennessee mineral property;
o Continued dominance of trading in our common shares by a small
number of firms;
o Positive or negative announcements by us or our competitors;
o Industry trends, general economic conditions in the United States
or elsewhere, or the general markets for equity securities,
minerals, or commodities; and
4
o Speculation by short sellers of our common shares or other persons
who stand to profit from a rapid increase or decrease in the price
of our common shares.
Future sales of currently restricted securities or common shares subject to
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outstanding options may affect the market price of our common shares.
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In general, Rule 144 of the Securities Act provides that outstanding
restricted common shares of Altair may be sold subject to certain conditions
beginning one year after issuance and, unless held by an affiliate of Altair,
may be sold without limitation beginning two years after issuance. Future sales
of currently restricted securities may have a negative effect on the market
price of our common shares.
In addition, shares issued upon exercise of options granted pursuant to
our employee stock option plans are presently registered under the Securities
Act. Subject to certain restrictions on resale by affiliates, such shares may be
sold without restriction. The sale of any substantial number of common shares
may have a depressive effect on the market price of our common shares.
We have never declared, and are currently prohibited from declaring, a dividend.
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We have never declared or paid dividends on our common shares. We
currently intend to retain any future earnings, if any, for use in our business
and, therefore, do not anticipate paying dividends on our common shares in the
foreseeable future.
We may not be able to sell nanoparticles produced using the titanium processing
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technology.
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In the short run, we plan to use the titanium processing technology to
produce titanium dioxide ("TiO2") nanoparticles. TiO2 nanoparticles are TiO2
crystals that are approximately one-tenth the size of conventional pigmentary
TiO2 particles. Because of their small size, photocatalytic and ultraviolet
shielding capabilities and other unique characteristics, TiO2 nanoparticles sell
at a much higher price than conventional TiO2 particles and are used in products
such as specialty surface coatings, UV protectant cosmetics and battery
components.
TiO2 nanoparticles and other products we intend to initially produce
with the titanium processing technology generally must be customized for a
specific application working in cooperation with the end user. We are still
testing and customizing our TiO2 nanoparticle products for various applications
and have no long-term agreements with end users to purchase any of TiO2
nanoparticle products. If we are unable to customize our TiO2 nanoparticle
products to the satisfaction of customers or otherwise unable to obtain any
long-term commitments from end-users of our TiO2 nanoparticle products, we may
be unable to recoup our investment in the titanium processing technology and
titanium processing equipment.
In addition, the uses for such nanoparticles are limited, and the
market for such nanoparticles is small, currently estimated at 3,800 tons per
annum. In light of the small size of the market, we may not be able to
profitably market any proposed nanoparticle products for any of the following
reasons:
5
o there may be insufficient demand for such products;
o despite strong initial demand for any such products, the market for
such products may contract as a result of a decrease in demand for
goods incorporating such products or other event;
o potential purchasers may have concerns about the quality and
performance of our nanoparticle products;
o the increased supply of such products as a result of our entrance
into the market may cause the price to drop, reducing or
eliminating profitability; and
o competing entities may begin producing, or increase their
production of nanoparticles, causing the price to drop or
displacing potential sales.
Our costs of production may be too high to permit profitability.
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We have not produced any mineral products using our titanium processing
technology and equipment on a commercial basis. Our actual costs of production
may exceed those of competitors and, even if our costs of production are lower,
competitors may be able to sell TiO2 and other products at a lower price than is
economical for Altair.
In addition, even if our initial costs are as anticipated, the titanium
processing equipment may break down, prove unreliable or prove inefficient in a
commercial setting. If so, related costs, delays and related problems may cause
production of TiO2 nanoparticles and related products to be unprofitable.
We have not completed testing and development of the jig and are presently
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focusing our resources on other projects.
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We have not completed testing of, or developed a production model of,
any series of the jig. We do not expect to complete testing and development of
the jig during the coming year and have determined to focus most of our limited
resources on the titanium processing technology and the Tennessee mineral
property. We may never develop a production model of the jig.
Even if we complete development of the jig, the jig may prove unmarketable and
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may not perform as anticipated in a commercial operation.
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The designed capacity of the Series 12 jig is too small for coal
washing, heavy minerals extraction, and most other intended applications of the
jig, except use in small placer gold mines or similar operations. Even if the
Series 12 jig is completed and performs to design specifications in subsequent
tests or at a commercial facility, we believe that, because of its small
capacity, the potential market for the Series 12 jig is limited.
If we complete development of and begin marketing a production model of
the Series 30 jig, it may not prove attractive to potential end users, may be
rendered obsolete by competing technologies or may not recover end product at a
commercially viable rate. Even if technology included in the jig initially
proves attractive to potential end users, performance problems and maintenance
issues may limit the market for the jig.
6
The jig faces competition from other jig-like products and from alternative
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technologies.
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Various jig-like products and alternative mineral processing
technologies perform many functions similar or identical to those for which the
jig is designed. Results from further tests or actual operations may reveal that
these alternative products and technologies are better adapted to any or all of
the uses for which the jig is intended. Moreover, regardless of test results,
consumers may view any or all of such alternative products and technologies as
technically superior to, or more cost effective than, the jig.
Certain patents for the jig have expired, and those that have not expired may be
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difficult to enforce.
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All of the initial patents issued on the jig have expired, and we are
unable to prevent competitors from copying the technology once protected by such
patents. Additional patents related to the process through which water is pulsed
through the cylindrical screen on the jig expire beginning in 2010, and patents
for an efficiency-enhancing aspect of the cylindrical screen expire during 2018.
The cost of enforcing patents is often significant, especially outside of North
America. Accordingly, we may be unable to enforce even our patents that have not
yet expired.
We have not completed examining the feasibility of mining the Tennessee mineral
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property.
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We are currently in the process of conducting feasibility testing of
the Tennessee mineral property. Because we are at an early stage of testing, we
are unable to provide any assurance that mining of the Tennessee mineral
property is feasible or to identify all processes that we would need to complete
before we could commence a mining operation on the Tennessee mineral property.
To the extent early feasibility testing yields positive results, we expect
feasibility testing to involve, among other things, the following:
o operating a pilot mining facility to determine mineral recovery
efficiencies and the quality of end products;
o additional drilling and sampling in order to more accurately
determine the quantity; quality and continuity of minerals on the
Tennessee mineral property;
o examining production costs and the market for products produced at
the pilot facility;
o designing any proposed mining facility;
o identifying and applying for the permits necessary for any proposed
full-scale mining facility; and
o attempting to secure financing for any proposed full-scale mining
facility.
Our test production at the pilot plant, economic analysis and
additional exploration activities may indicate any of the following:
o that the Tennessee mineral property does not contain heavy minerals
of a sufficient quantity, quality or continuity to permit any
mining;
o that production costs exceed anticipated revenues;
o that end products do not meet market requirements or customer
expectations;
o that there is an insufficient market for products minable from the
Tennessee mineral property; or
o that mining the Tennessee mineral property is otherwise not
economically or technically feasible.
7
Even if we conclude that mining is economically and technically feasible on the
Tennessee mineral property, we may be unable to obtain the capital, resources
and permits necessary to mine the Tennessee mineral property. Market factors,
such as a decline in the price of, or demand for, minerals recoverable at the
Tennessee mineral property, may adversely affect the development of mining
operations on such property. In addition, as we move through the testing
process, we may identify additional items that need to be researched and
resolved before any proposed mining operation could commence.
We cannot forecast the life of any potential mining operation located on the
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Tennessee mineral property.
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We have not explored and tested the Tennessee mineral property enough
to establish the existence of a commercially minable deposit (i.e. a reserve) on
such property. Until such time as a reserve is established (of which there can
be no assurance), we cannot provide an estimate as to how long the Tennessee
mineral property could sustain any proposed mining operation.
We may be unable to obtain necessary environmental permits and may expend
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significant resources in order to comply with environmental laws.
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In order to begin construction and commercial mining on the Tennessee
mineral property, we must obtain additional federal, state and local permits. We
will also be required to conform our operations to the requirements of numerous
federal, state and local environmental laws. Because we have not yet commenced
design of a commercial mining facility on the Tennessee mineral property, we are
not in a position to definitively ascertain which federal, state and local
mining and environmental laws or regulations would apply to a mine on the
Tennessee mineral property. Nevertheless, we anticipate having to comply with
and/or obtain permits under the Clean Air Act, Clean Water Act and Resource
Conservation and Recovery Act, in addition to numerous state laws and
regulations before commencing construction or operation of a mine on the
Tennessee mineral property. We can provide no assurance that we will be able to
comply with such laws and regulations or obtain any such permits. In addition,
obtaining such permits and complying with such environmental laws and
regulations may be cost prohibitive.
The market for commodities produced using the jig or at the Tennessee mineral
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property may significantly decline.
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If the jig is successfully developed and manufactured on a commercial
basis, we intend to use the jig, or lease the jig for use, to separate and
recover valuable, heavy mineral particles. Active international markets exist
for gold, titanium, zircon and many other minerals potentially recoverable with
the jig. Prices of such minerals fluctuate widely and are beyond our control. A
significant decline in the price of minerals capable of being extracted by the
jig could have significant negative effect on the value of the jig. Similarly, a
significant decline in the price of minerals expected to be produced on the
Tennessee mineral property could have a significant negative effect on the
viability of a mine or processing facility on such property.
8
FORWARD-LOOKING STATEMENTS
This prospectus contains various forward-looking statements. Such
statements can be identified by the use of the forward-looking words
"anticipate," "estimate," "project," "likely," "believe," "intend," "expect," or
similar words. These statements discuss future expectations, contain projections
regarding future developments, operations, or financial conditions, or state
other forward-looking information. When considering such forward-looking
statements, you should keep in mind the risk factors noted in the previous
section and other cautionary statements throughout this prospectus and our
periodic filings with the SEC that are incorporated herein by reference. You
should also keep in mind that all forward-looking statements are based on
management's existing beliefs about present and future events outside of
management's control and on assumptions that may prove to be incorrect. If one
or more risks identified in this prospectus or any applicable filings
materializes, or any other underlying assumptions prove incorrect, our actual
results may vary materially from those anticipated, estimated, projected, or
intended.
Among the key factors that may have a direct bearing on our operating
results are risks and uncertainties described under "Risk Factors," including
those attributable to the absence of operating revenues or profits,
uncertainties regarding the development and commercialization of the titanium
processing technology and the jig, development risks associated with the
Tennessee mineral property and uncertainties regarding our ability to obtain
capital sufficient to continue our operations and pursue our proposed business
strategy.
OUR COMPANY'S COMMON STOCK
Price Range of Common Stock
Beginning on January 26, 1998, our common shares began trading on the
Nasdaq National Market under the symbol "ALTIF" (changed to "ALTI" on May 23,
2000) The following table sets forth, for the periods indicated, the high and
low sales prices for our common shares, as reported on the Nasdaq National
Market.
Fiscal Year Ended December 31, 1999 Low High
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1st Quarter $6.063 $9.875
2nd Quarter 4.125 6.875
3rd Quarter 3.875 5.000
4th Quarter 3.453 5.063
Fiscal Year Ended December 31, 2000 Low High
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1st Quarter $3.625 $9.469
2nd Quarter $2.750 $5.625
3rd Quarter $2.000 $4.469
4th Quarter $0.719 $3.500
9
Fiscal Year Ended December 31, 2001 Low High
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1st Quarter $1.313 $3.438
2nd Quarter $2.00 $2.910
3rd Quarter $1.240 $2.740
4th Quarter $1.01 $1.80
Fiscal Year Ended December 31, 2002 Low High
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1st Quarter
(through January 28, 2002) $1.24 $1.56
The last sale price of the common shares, as reported on the Nasdaq National
Market, on January 28, 2002 was $1.28.
Outstanding Shares and Number of Shareholders
As of January 15, 2002, the number of common shares outstanding was
22,744,142, held by approximately 500 holders of record. In addition, as of the
same date, we had reserved 5,241,700 common shares for issuance upon exercise of
options that have been, or may be, granted under our employee stock option plans
and 4,762,007 common shares for issuance upon the exercise of outstanding
warrants. In addition, we have issued the Secured Term Note, pursuant to which a
presently indeterminable number of additional common shares may be issued.
Of our outstanding common shares, approximately 1,866,668 were
"restricted securities," as defined in Rule 144, as of January 15, 2002. The
resale of substantially all of such restricted securities has been registered
under the registration statements of which this prospectus is part.
Dividends
We have never declared or paid dividends on our common shares.
Moreover, we currently intend to retain any future earnings for use in our
business and, therefore, do not anticipate paying any dividends on our common
shares in the foreseeable future.
Transfer Agent and Registrar
The Transfer Agent and Registrar for our common shares is Equity
Transfer Services, Inc., Suite 420, 120 Adelaide Street West, Toronto, Ontario,
M5H 4C3.
10
Canadian Taxation Considerations
Dividends paid on common shares owned by non-residents of Canada are
subject to Canadian withholding tax. The rate of withholding tax on dividends
under the Income Tax Act (Canada) (the "Act") is 25%. However, Article X of the
reciprocal tax treaty between Canada and the United States of America (the
"Treaty") generally limits the rate of withholding tax on dividends paid to
United States residents to 15%. The Treaty further generally limits the rate of
withholding tax to 5% if the beneficial owner of the dividends is a U.S.
corporation which owns at least 10% of the voting shares of the company.
If the beneficial owner of the dividend carries on business in Canada
through a permanent establishment in Canada, or performs in Canada independent
personal services from a fixed base in Canada, and the shares of stock with
respect to which the dividends are paid are effectively connected with such
permanent establishment or fixed base, the dividends are taxable in Canada as
business profits at rates which may exceed the 5% or 15% rates applicable to
dividends that are not so connected with a Canadian permanent establishment or
fixed base. Under the provisions of the Treaty, Canada is permitted to apply its
domestic law rules for differentiating dividends from interest and other
disbursements.
A capital gain realized on the disposition of our common shares by a
person resident in the United States (a "Non-resident") will be subject to tax
under the Act if the shares held by the Non-resident are "taxable Canadian
property." In general, our common shares will be taxable Canadian property if
the particular Non-resident used (or in the case of a Non-resident insurer, used
or held) the common shares in carrying on business in Canada or, where at any
time during the five-year period immediately preceding the realization of the
gain, not less than 25% of the issued and outstanding shares of any class or
series of shares of the Company were owned by the particular Non-resident, by
persons with whom the particular Non-resident did not deal at arms' length, or
by any combination thereof. If the common shares constitute taxable Canadian
property, relief nevertheless may be available under the Treaty. Under the
Treaty, gains from the alienation of common shares owned by a Non-resident who
has never been resident in Canada generally will be exempt from Canadian capital
gains tax if the shares do not relate to a permanent establishment or fixed base
which the Non-resident has or had in Canada, and if not more than 50% of the
value of the shares was derived from real property (which includes rights to
explore for or to exploit mineral deposits) situated in Canada.
USE OF PROCEEDS
All proceeds from any sale of offered shares, less commissions and
other customary fees and expenses, will be paid directly to the selling
shareholders selling the offered shares. We will not receive any proceeds from
the sale of any of the offered shares.
DILUTION
Our unaudited net tangible book value at September 30, 2001 was
$3,716,444, or approximately $.18 per each of the 20,578,909 common shares then
outstanding. Accordingly, new investors who purchase shares may suffer an
immediate dilution of the difference between the purchase price per share and
approximately $.18 per share.
As of January 15, 2002, there were outstanding warrants and options to
purchase up to 10,003,707 common shares. The existence of such warrants and
options may hinder future equity offerings by us, and the exercise of such
11
warrants and options may have an adverse effect on the prevailing market price
of the common shares. Furthermore, the holders of warrants and options may
exercise them at a time when we would otherwise be able to obtain additional
equity capital on terms more favorable to us.
SELLING SHAREHOLDERS
All of the offered shares are to be sold by persons who are existing
security holders of Altair. The selling shareholders acquired their shares,
warrants and Secured Term Note in private placements of (i) 700,000 common
shares and 1,750,000 warrants that we completed between December 15, 2001 and
December 27, 2001, (ii) the Secured Term Note, 200,000 warrants and up to
500,000 contingent warrants that we completed on December 28, 2001, (iii) 25,000
warrants that we completed on November 1, 2001, (iv) 1,266,668 common shares and
1,266,668 warrants that we completed between June 18, 2001 and July 23, 2001,
(v) 300,000 warrants that we completed on June 7, 2001, (vi) 50,000 warrants
that we completed on May 21, 2001, (vii) 82,500 warrants that we completed on
March 26, 2001, (viii) 350,000 warrants that we completed on December 15, 2000
(ix) 50,000 common shares and 50,000 warrants that we completed on August 22,
2000, (x) 325,339 warrants that we completed on March 31, 2000, (xi) 75,000
warrants that we completed on February 15, 2000, (xii) 125,000 common shares and
125,000 warrants that we completed on August 4, 2000, and (xiii) 100,000 shares
that we completed on December 29, 1997.
Of the common shares offered hereby, 2,848,186 are currently owned by
the selling shareholders and 5,099,057 are issuable upon exercise of outstanding
warrants. The remaining 550,000 offered shares relate to the Secured Term Note,
the monthly interest payment of which is convertible into common shares if not
paid in cash by Altair. Because we are required to redeem all interest payments
under the Secured Term Note in cash if the market price of our common shares is
below $1.00 per share, we believe that the maximum number of common shares that
may be issued in connection with the Secured Term Note is 367,269 shares.
For purposes of this prospectus, we have assumed that the number of
shares issuable upon exercise of each of the warrants is the number stated on
the face thereof. The number of shares issuable upon exercise of the warrants,
and available for resale hereunder, is subject to adjustment and could
materially differ from the estimated amount depending on the occurrence of a
stock split, stock dividend, or similar transaction resulting in an adjustment
in the number of shares subject to the warrants.
Beneficial Ownership of Selling Shareholders
The table that begins on the top of the next page sets forth, as of the
date of this prospectus:
o the name of each selling shareholder,
o certain beneficial ownership information with respect to the
selling shareholders,
o the number of shares that may be sold from time to time by each
selling shareholder pursuant to this prospectus, and
12
o the amount (and, if one percent or more, the percentage) of common
shares to be owned by each selling shareholder if all offered
shares are sold.
Beneficial ownership is determined in accordance with SEC rules and generally
includes voting or investment power with respect to securities. Common shares
that are issuable upon the exercise of outstanding options, warrants or other
purchase rights, to the extent exercisable within 60 days of the date of this
prospectus, are treated as outstanding for purposes of computing each selling
shareholder's percentage ownership of outstanding common shares.
Shares Beneficially Owned
Beneficial Ownership upon Completion of the
Prior to Offering Offering(1)
--------------------------------- -----------------------------
Number of
Number of Shares Being Number of
Beneficial Owner Shares Percent(2) Offered Shares Percent(2)
------------------------------ ---------------- ------------- -------------- ------------ ------------
Louis Schnur 4,182,500(3) 9.9%(4) 4,182,500 0 --
Doral 18, LLC 1,456,518(5) 4.9%(6) 2,550,000 0 --
David White**
John Fern**
MBRT Trust(7) 412,500(8) 1.8% 350,000 62,500 *
Shayne Davis**
Adams Capital Management 350,000(9) 1.5% 350,000 0 --
LTD and
S. Kent Lauson, DDS, M/S.
Retirement Fund
S. Kent Lauson**
Gibson Family Limited 253,834(10) 1.1% 233,334 20,500 --
Partnership
Tom Gibson**
Anderson LLC 250,261(11) 1.1% 250,261 0 --
David Sims**
Brandon Harrison 133,334(12) * 133,334 0 --
Rebecca Long(13) 186,691(14) * 133,334 53,357 --
Thomas L. Long 187,834(16) * 133,334 54,500 --
UWYUTMA (15)
William R. Marsh**
De Jong & Associates, Inc. 75,000(17) * 75,000 0 --
Ron de Jong**
13
Shares Beneficially Owned
Beneficial Ownership upon Completion of the
Prior to Offering Offering(1)
--------------------------------- -----------------------------
Number of
Number of Shares Being Number of
Beneficial Owner Shares Percent(2) Offered Shares Percent(2)
------------------------------ ---------------- ------------- -------------- ------------ ------------
Ladenburg Thalmann & Co., 75,078(18) * 75,078 0 --
Inc.
The Shemano Group, Inc. 50,000(19) * 50,000 0 --
Gary Shemano**
Murilyn Tulio 22,500(20) * 22,500 0 --
Sandra Versacce 2,500(21) * 2,500 0 --
All Selling Shareholders as 7,778,550(22) 27.9% 8,497,693 190,857 *
a Group
---------------------
* Represents less than one percent of the outstanding common shares.
** Such individual has authority to make voting and investment decisions
with respect to the securities of Altair held by the entity listed
above such individual's name. Where two or more individuals are listed,
each has such authority acting without the other.
(1) Assuming the sale by each selling shareholder of all of the shares
offered hereunder by such selling shareholder. There can be no
assurance that any of the shares offered hereby will be sold.
(2) The percentages set forth above have been computed assuming the number
of common shares outstanding equals the sum of (a) 22,744,142, which is
the number of common shares actually outstanding on January 15, 2002,
and (b) common shares subject to exercisable warrants and exchange
rights with respect to which such percentage is calculated.
(3) Includes 2,582,500 common shares issuable by us upon the exercise of
warrants held by Mr. Schnur, all of which are offered pursuant to this
prospectus.
(4) Under the terms of the Warrants held by Mr. Schnur, the holder may not
exercise any Warrants if, after such exercise, he/it would beneficially
own more than 9.999% of the outstanding common shares. But for the
effect of such provision, Mr. Schnur would beneficially own 16.5% of
the outstanding common shares.
(5) Includes 850,000 common shares issuable by us upon the exercise of
warrants held by Doral 18, LLC, all of which are offered pursuant to
this prospectus. Does not include shares issuable upon the exercise of
a contingent warrant for 500,000 common shares that vests with respect
to 25,000 common shares on the day following the first time after the
December 31, 2001 the closing price of our common shares exceeds $2.00
for ten consecutive trading days and, thereafter, vests with respect to
an additional 25,000 common shares, up to a maximum of 500,000 Common
Shares, the day following the first time the closing price of the
common shares exceeds a number greater than $2.00 that is evenly
divisible by .5 (e.g. $2.50, $3.00., $3.50) for ten consecutive trading
days. Also does not include common shares that may be issuable upon the
exercise of exchange rights that may accrue in the future under the
Secured Term Note. If we elect not to redeem monthly interest payments
under the $2,000,000 Secured Term Note on each due date, the holder of
the Secured Term Note will automatically receive the right to exchange
(immediately or at any later date during the term) such amount into
common shares at an exchange price equal to 75% of the average closing
price of the common shares as reported by Bloomberg for the five
preceding trading days. As required by a registration rights agreement
with Doral, we have registered 500,000 common shares with respect to
the contingent warrant and 550,000 common shares on behalf of Doral
with respect to the Secured Term Note.
(6) Under the terms of the Secured Term Note and warrants held by Doral,
Doral is prohibited from exercising any accrued exchange rights or
warrants if, after such exercise, it would beneficially own more than
4.999% of the outstanding common shares.
14
(7) The MBRT Trust is an irrevocable trust established by William P. Long,
President of the Company, and is administered by an independent trustee
for the benefit of the children of Mr. Long. Mr. Long disclaims any
beneficial interest in the common shares owned by the MBRT Trust.
(8) Includes 125,000 common shares issuable by us upon the exercise of
warrants held by such entity.
(9) Includes 250,000 common shares issuable by us upon the exercise of
warrants held by such person.
(10) Includes 116,667 common shares issuable by us upon the exercise of
warrants held by such entity.
(11) Includes 250,261 common shares issuable by us upon the exercise of
warrants held by such entity.
(12) Includes 66,667 common shares issuable by us upon the exercise of
warrants held by such person.
(13) Rebecca Long is the daughter of William P. Long, President of Altair,
but is not a minor.
(14) Includes 66,667 common shares issuable by us upon the exercise of
warrants held by such person.
(15) Thomas Long is the son of William P. Long, President of Altair, and the
Thomas L. Long UWYUTMA is administered by William R. Marsh on behalf of
Thomas L. Long.
(16) Includes 66,667 common shares issuable by us upon the exercise of
warrants held by such person.
(17) Includes 75,000 common shares issuable by us upon the exercise of
warrants held by such entity.
(18) Includes 75,078 common shares issuable by us upon the exercise of
warrants held by such entity.
(19) Includes 50,000 common shares issuable by us upon the exercise of
warrants held by such entity.
(20) Includes 22,500 common shares issuable by us upon the exercise of
warrants held by such person.
(21) Includes 2,500 common shares issuable by us upon the exercise of
warrants held by such person.
(22) Includes 5,099,507 common shares issuable by us upon the exercise of
warrants held by the selling shareholders.
We believe that the selling shareholders who are individuals have sole
voting and investment power with respect to all shares shown as beneficially
owned by them. We believe that voting and investment power with respect to
shares shown as beneficially owned by selling shareholders who are entities
resides with the individuals identified in the preceding table. There can be no
assurance that any of the shares offered hereby will be sold.
Private Placement of Shares, Warrants and Secured Note
Louis Schnur
------------
Louis Schnur acquired 600,000 common shares and 1,500,000 warrants in a
private placement pursuant to the terms of a stock purchase agreement dated as
of December 14, 2001. The 1,500,000 warrants include the following:
o 600,000 Series 2001C warrants entitling the holder to purchase one
common share at an exercise price of $1.50 per share at any time
prior to the earlier of (i) December 14, 2006, and (ii) the 180th
day following the date on which the closing price of the common
shares on the Nasdaq National Market has equaled or exceeded U.S.
$2.50 for 10 days, whether or not consecutive.
o 600,000 Series 2001D warrants entitling the holder to purchase one
common share at an exercise price of $2.00 per share at any time
prior to the earlier of (i) December 14, 2006, and (ii) the 180th
day following the date on which the closing price of the common
shares on the Nasdaq National Market has equaled or exceeded U.S.
$3.00 for 10 days, whether or not consecutive; and
o 300,000 Series 2001E warrants entitling the holder to purchase one
common share at an exercise price of $2.50 per share at any time
15
prior to the earlier of (i) December 14, 2006, and (ii) the 180th
day following the date on which the closing price of the common
shares on the Nasdaq National Market has equaled or exceeded U.S.
$3.50 for 10 days, whether or not consecutive.
Mr. Schnur acquired 200,000 common shares and 200,000 warrants in a
private placement pursuant to the terms of a stock purchase agreement dated as
of July 23, 2001. The 200,000 warrants include 100,000 Series 2001A warrants
entitling the holder to purchase one common share at an exercise price of $2.50
per share at any time prior to the earlier of (i) July 23, 2006, and (ii) the
date sixty days following the fifth day (whether or not consecutive) the closing
price of the common shares equals or exceeds $3.50 and 100,000 Series 2001B
warrants entitling the holder to purchase one common share at an exercise price
of $3.50 per share at any time prior to the earlier of (i) July 23, 2006, and
(ii) the date sixty days following the fifth day (whether or not consecutive)
the closing price of the common shares equals or exceeds $4.50.
Mr. Schnur acquired 800,000 common shares and 800,000 warrants in a
private placement pursuant to the terms of a stock purchase agreement dated as
of June 19, 2001. The 800,000 warrants include 400,000 Series 2001A warrants
entitling the holder to purchase one common share at an exercise price of $2.50
per share at any time prior to the earlier of (i) June 19, 2006, and (ii) the
date sixty days following the fifth day (whether or not consecutive) the closing
price of the common shares equals or exceeds $3.50 and 400,000 Series 2001 B
warrants entitling the holder to purchase one common share at an exercise price
of $3.50 per share at any time prior to the earlier of (i) June 19, 2006, and
(ii) the date sixty days following the fifth day (whether or not consecutive)
the closing price of the common shares equals or exceeds $4.50.
Mr. Schnur acquired 82,500 Series 2000A warrants in a private placement
pursuant to the terms of a stock purchase agreement dated as of March 26, 2001.
The 82,500 Series 2000A warrants permit the holder to purchase up to 82,500
common shares at an exercise price of $5.00 at any time prior to the earlier of
(i) March 26, 2006, and (ii) the date thirty days following the fifth day
(whether or not consecutive) the closing price of the common shares equals or
exceeds $8.00.
All of the warrants held by Mr. Schnur include standard anti-dilution
provisions pursuant to which the exercise price and number of shares issuable
thereunder is adjusted proportionately in the event of a stock split, stock
dividend, recapitalization or similar transaction. In addition, all of the
warrants held by Mr. Schnur contain a provision which provides that the holder
may not exercise the warrant if such exercise would result in the holder,
together with any affiliate thereof, beneficially owning in excess of 9.999% of
our then issued and outstanding common shares. The shares that may be offered
pursuant to this prospectus include the common shares issued to Mr. Schnur and
issuable upon the exercise of the warrants held by Mr. Schnur.
Doral 18, LLC
-------------
On December 28, 2001, pursuant to a note termination and issued
agreement, we issued Doral 18, LLC a warrant to purchase 200,000 common shares,
a contingent warrant to purchase up to 500,000 common shares and a $2,000,000
Secured Term Note in connection with the termination of our $7,000,000 10%
Asset-Backed Exchangeable Term Note.
16
The Secured Term Note is in the principal amount of $2,000,000 and
bears interest at a rate of 11% per annum. Under the Secured Term Note, we are
required to make monthly interest payments on or before the 28th day of each
calendar month. If we do not make interest payments in cash on or before the due
date, the holder will receive the right to exchange the amount of the monthly
interest payment into common shares at a price equal to 75% of the average
closing price of the common shares as reported by Bloomberg for the five
preceding trading days. Under certain circumstances specified in the Secured
Term Note, we are required to make interest payments in cash. The principal
amount of the Note is not subject to exchange for common shares. The entire
principal balance is due in full on March 31, 2003. We may prepay the Secured
Term Note subject to a prepayment penalty equal to 5% of the principal amount
being prepaid. Pursuant to a Registration Rights Agreement we have registered,
and Doral is permitted to offer and sell pursuant to this prospectus, 550,000
common shares issuable upon the exercise of exchange rights that may accrue
under the Secured Term Note. Because we are required to redeem all interest
payments under the Secured Term Note in cash if the market price of our common
shares is below $1.00 per share, we believe that the maximum number of common
shares that may be issued in connection with the Secured Term Note is 367,269
shares.
The 200,000 warrants issued to Doral in connection with the Secured
Term Note have an exercise price of $1.50 per share and are exercisable at any
time on or before December 15, 2006.
Of the 500,000 contingent warrants issued to Doral in connection with
the Secured Term Note, 25,000 vest on the day following the first time after
December 31, 2001 that the closing price of our common shares exceeds $2.00 for
ten consecutive trading days. Thereafter, 25,000 additional warrants vest, up to
a maximum of 500,000 warrants, on the day following the first time the closing
price of the common shares exceeds a number greater than $2.00 that is evenly
divisible by .5 (e.g. $2.50, $3.00, $3.50) for ten consecutive trading days. By
way of illustration, if the closing price is $4.01 for ten consecutive trading
days, the total number of warrants that shall have vested is 125,000 shares.
Each vested contingent warrant permits the holder to purchase one common share
at an exercise price of $.01 per share. The contingent warrants expire on the
later of (i) March 31, 2003, or (ii) the date we pay the Secured Term Note in
full.
On June 7, 2001, Doral acquired warrants to purchase 300,000 common
shares in a private placement in connection with an amendment to the
now-terminated 10% Asset Backed Exchangeable Term Note. The warrants permit the
holder to purchase up to 300,000 common shares at an exercise price of $1.50 at
any time prior to the earlier of (i) December 15, 2005, and (ii) the date sixty
days following the fifth day (whether or not consecutive) the closing price of
the common shares equals or exceeds $12.00.
On December 15, 2001, Doral acquired warrants to purchase 350,000
common shares in a private placement in connection with the original issuance of
the now-terminated 10% Asset Backed Exchangeable Term Note. The warrants permit
the holder to purchase up to 350,000 common shares at an exercise price of $1.50
at any time prior to the earlier of (i) December 15, 2005, and (ii) the date
sixty days following the fifth day (whether or not consecutive) the closing
price of the common shares equals or exceeds $12.00.
17
All of the warrants held by Doral include standard anti-dilution
provisions pursuant to which the exercise price and number of common shares
issuable thereunder are adjusted proportionately in the event of a stock split,
stock dividend, recapitalization or similar transaction. The shares that may be
offered pursuant to this prospectus include the common shares issuable upon the
exercise of the warrants held by Doral and upon exercise of any exchange rights
that may accrue under the Secured Term Note.
Pursuant to a registration rights agreement dated as of December 28,
2001 and entered into in conjunction with the note termination and issuance
agreement, we are obligated to file a registration statement registering the
common shares issuable upon the exercise of Secured Term Note and warrants held
by Doral.
The common shares issuable upon exercise of the 350,000 warrants issued
to Doral on December 15, 2001 were previously registered on registration
statement no. 333-54092.
MBRT Trust
----------
MBRT Trust, an irrevocable trust for the benefit of the children of
William P. Long, President of the Company, acquired 125,000 common shares and
125,000 warrants in a private placement pursuant to the terms of a stock
purchase agreement dated as of August 4, 2000. The 125,000 warrants include
62,500 Series 2000B warrants entitling the holder to purchase one common share
at an exercise price of $5.00 at any time prior to the earlier of (i) July 9,
2006, and (ii) the date thirty days following the fifth day (whether or not
consecutive) the closing price of the common shares equals or exceeds $7.00 and
62,500 Series 2000C warrants entitling the holder to purchase one common share
at an exercise price of $4.00 at any time prior to the earlier of (i) July 9,
2006, and (ii) the date thirty days following the fifth day (whether or not
consecutive) the closing price of the common shares equals or exceeds $6.00. The
warrants include standard anti-dilution provisions pursuant to which the
exercise price and number of shares issuable thereunder is adjusted
proportionately in the event of a stock split, stock dividend, recapitalization
or similar transaction.
Pursuant to a registration rights agreement dated as of August 4, 2000
and entered into in conjunction with the MBRT purchase agreement, we are
obligated to file a registration statement registering the common shares, and
shares issuable upon the exercise of warrants, acquired by the MBRT Trust on
August 4, 2000.
The shares that may be offered pursuant to this prospectus include the
125,000 shares issued to MBRT Trust and the 125,000 shares issuable upon the
exercise of the warrants. Such shares were previously registered on registration
statement no. 333-54092. In addition, the shares that may be offered pursuant to
this prospectus include 100,000 shares acquired by MBRT Trust in a private
placement completed on December 29, 1997 and previously registered on
registration statement no. 333-45511.
18
Adams Capital Management Ltd. and S. Kent Lauson, DDS, MS. Retirement Fund
---------------------------------------------------------------------------
Adams Capital Management Ltd. and S. Kent Lauson, DDS, MS. Retirement
Fund collectively acquired 100,000 common shares and 250,000 warrants in a
private placement pursuant to the terms of a stock purchase agreement dated as
of December 27, 2001. The 250,000 warrants include the following:
o 100,000 Series 2001C warrants entitling the holder to purchase one
common share at an exercise price of $1.50 per share at any time
prior to the earlier of (i) December 27, 2006, and (ii) the 180th
day following the date on which the closing price of the common
shares on the Nasdaq National Market has equaled or exceeded U.S.
$2.50 for 10 days, whether or not consecutive.
o 100,000 Series 2001D warrants entitling the holder to purchase one
common share at an exercise price of $2.00 per share at any time
prior to the earlier of (i) December 27, 2006, and (ii) the 180th
day following the date on which the closing price of the common
shares on the Nasdaq National Market has equaled or exceeded U.S.
$3.00 for 10 days, whether or not consecutive; and
o 50,000 Series 2001E warrants entitling the holder to purchase one
common share at an exercise price of $2.50 per share at any time
prior to the earlier of (i) December 27, 2006, and (ii) the 180th
day following the date on which the closing price of the common
shares on the Nasdaq National Market has equaled or exceeded U.S.
$3.50 for 10 days, whether or not consecutive.
The warrants include standard anti-dilution provisions pursuant to which the
exercise price and number of shares issuable thereunder is adjusted
proportionately in the event of a stock split, stock dividend, recapitalization
or similar transaction. The shares that may be offered pursuant to this
prospectus include the 100,000 common shares issued to Adams Capital Management
Ltd. and S. Kent Lauson, DDS, MS. Retirement Fund and the common shares issuable
upon the exercise of the warrants.
Gibson Family Limited Partnership
---------------------------------
Gibson Family Limited Partnership acquired 66,667 shares and 66,667
warrants in a private placement pursuant to the terms of a stock purchase
agreement dated as of June 18, 2001. The 66,667 warrants include 33,334 Series
2001A warrants entitling the holder to purchase one common share at an exercise
price of $2.50 at any time prior to the earlier of (i) June 18, 2006, and (ii)
the date sixty days following the fifth day (whether or not consecutive) the
closing price of the common shares equals or exceeds $3.50 and 33,333 Series
2001B warrants entitling the holder to purchase one common share at an exercise
price of $3.50 at any time prior to the earlier of (i) June 18, 2006, and (ii)
the date sixty days following the fifth day (whether or not consecutive) the
closing price of the common shares equals or exceeds $4.50. The warrants include
standard anti-dilution provisions pursuant to which the exercise price and
number of shares issuable thereunder is adjusted proportionately in the event of
a stock split, stock dividend, recapitalization or similar transaction.
19
Gibson Family Limited Partnership acquired 50,000 shares and 50,000
warrants in a private placement pursuant to the terms of a stock purchase
agreement dated as of August 22, 2000. The 50,000 warrants include 25,000 Series
2000B warrants entitling the holder to purchase one common share at an exercise
price of $5.00 at any time prior to the earlier of (i) July 9, 2006, and (ii)
the date thirty days following the fifth day (whether or not consecutive) the
closing price of the common shares equals or exceeds $7.00 and 25,000 Series
2000C warrants entitling the holder to purchase one common share at an exercise
price of $4.00 at any time prior to the earlier of (i) July 9, 2006, and (ii)
the date thirty days following the fifth day (whether or not consecutive) the
closing price of the common shares equals or exceeds $6.00. The warrants include
standard anti-dilution provisions pursuant to which the exercise price and
number of shares issuable thereunder is adjusted proportionately in the event of
a stock split, stock dividend, recapitalization or similar transaction.
The shares that may be offered pursuant to this prospectus include the
116,667 common shares issued to the Gibson Family Limited Partnership and the
common shares issuable upon the exercise of the warrants.
Pursuant to a registration rights agreement dated as of August 22, 2000
and entered into in conjunction with the Gibson Family purchase agreement, we
are obligated to file a registration statement registering the common shares,
and shares issuable upon the exercise of warrants, acquired by the Gibson Family
Limited Partnership on August 22, 2000. The common shares issued on August 22,
2000 and issuable upon exercise of the 50,000 warrants issued to the Gibson
Family Limited Partnership on such date were previously registered on
registration statement no. 333-54092.
Anderson LLC
------------
Anderson LLC acquired 250,261 warrants in a private placement pursuant
to the terms of a common stock purchase agreement dated as of March 31, 2000.
Pursuant to the Anderson purchase agreement, we granted Anderson warrants to
purchase 250,261 shares at an exercise of $6.75 per share (or pursuant to a
cashless exercise provision) at any time on or before March 31, 2003. The
cashless exercise provision permits the holder, in lieu of paying the exercise
price, to tender the warrant certificate and receive a number of common shares
equal in market value (defined to be the previous 10 days average closing bid
price) to the difference between the aggregate market value of the common shares
issuable upon exercise of the warrant, and the aggregate cash exercise price of
the common shares issuable upon exercise of the warrant.
The warrants include standard anti-dilution provisions pursuant to
which the exercise price and number of shares issuable thereunder is adjusted
proportionately in the event of a stock split, stock dividend, recapitalization
or similar transaction. The shares that may be offered pursuant to this
prospectus include the common shares issuable upon the exercise of the warrants.
The common shares issuable upon exercise of the warrants were previously
registered on registration statement no. 333-36462.
20
Brandon Harrison
----------------
Brandon Harrison acquired 66,667 shares and 66,667 warrants in a
private placement pursuant to the terms of a stock purchase agreement dated as
of June 21, 2001. The 66,667 warrants include 33,334 Series 2001A warrants
entitling the holder to purchase one common share at an exercise price of $2.50
at any time prior to the earlier of (i) June 21, 2006, and (ii) the date sixty
days following the fifth day (whether or not consecutive) the closing price of
the common shares equals or exceeds $3.50 and 33,333 Series 2001B warrants
entitling the holder to purchase one common share at an exercise price of $3.50
at any time prior to the earlier of (i) June 21, 2006, and (ii) the date sixty
days following the fifth day (whether or not consecutive) the closing price of
the common shares equals or exceeds $4.50. The warrants include standard
anti-dilution provisions pursuant to which the exercise price and number of
shares issuable thereunder is adjusted proportionately in the event of a stock
split, stock dividend, recapitalization or similar transaction.
The shares that may be offered pursuant to this prospectus include the
66,667 common shares issued to the Mr. Harrison and the common shares issuable
upon the exercise of the warrants.
Rebecca Long
------------
Rebecca Long acquired 66,667 shares and 66,667 warrants in a private
placement pursuant to the terms of a stock purchase agreement dated as of July
10, 2001. The 66,667 warrants include 33,334 Series 2001A warrants entitling the
holder to purchase one common share at an exercise price of $2.50 at any time
prior to the earlier of (i) July 10, 2006, and (ii) the date sixty days
following the fifth day (whether or not consecutive) the closing price of the
common shares equals or exceeds $3.50 and 33,333 Series 2001B warrants entitling
the holder to purchase one common share at an exercise price of $3.50 at any
time prior to the earlier of (i) July 10, 2006, and (ii) the date sixty days
following the fifth day (whether or not consecutive) the closing price of the
common shares equals or exceeds $4.50. The warrants include standard
anti-dilution provisions pursuant to which the exercise price and number of
shares issuable thereunder is adjusted proportionately in the event of a stock
split, stock dividend, recapitalization or similar transaction.
The shares that may be offered pursuant to this prospectus include the
66,667 common shares issued to the Ms. Long and the common shares issuable upon
the exercise of the warrants.
Thomas Long
-----------
Thomas Long acquired 66,667 shares and 66,667 warrants in a private
placement pursuant to the terms of a stock purchase agreement dated as of July
10, 2001. The 66,667 warrants include 33,334 Series 2001A warrants entitling the
holder to purchase one common share at an exercise price of $2.50 at any time
prior to the earlier of (i) July 10, 2006, and (ii) the date sixty days
following the fifth day (whether or not consecutive) the closing price of the
common shares equals or exceeds $3.50 and 33,333 Series 2001B warrants entitling
the holder to purchase one common share at an exercise price of $3.50 at any
time prior to the earlier of (i) July 10, 2006, and (ii) the date sixty days
following the fifth day (whether or not consecutive) the closing price of the
common shares equals or exceeds $4.50. The warrants include standard
anti-dilution provisions pursuant to which the exercise price and number of
shares issuable thereunder is adjusted proportionately in the event of a stock
split, stock dividend, recapitalization or similar transaction.
21
The shares that may be offered pursuant to this prospectus include the
66,667 common shares issued to the Mr. Long and the common shares issuable upon
the exercise of the warrants.
De Jong and Associates
----------------------
De Jong & Associates, Inc. acquired 75,000 warrants in a private
placement pursuant to the terms of a consulting agreement dated as of February
15, 2000 in consideration of consulting services provided to us by de Jong. The
warrants have an exercise price of $4.00 per share and are exercisable at any
time on or before February 15, 2003. The warrants include standard anti-dilution
provisions pursuant to which the exercise price and number of shares issuable
thereunder is adjusted proportionately in the event of a stock split, stock
dividend, recapitalization or similar transaction. The shares that may be
offered pursuant to this prospectus include the shares issuable upon the
exercise of such warrants. The common shares issuable upon exercise of the
warrants were previously registered on registration statement no. 333-36462.
Ladenburg Thalmann & Co., Inc.
------------------------------
On March 31, 2000, we granted Ladenburg Thalmann & Co., Inc. 75,078
Series N Warrants in return for serving as placement agent in connection with a
private placement of common shares as of March 31, 2000. The warrants permit
Ladenburg to purchase up to 75,078 shares at an exercise price of $6.75 (or
pursuant to a cashless exercise provision) at any time on or before the earlier
of (i) March 31, 2003 and (ii) the date thirty days following the fifth day
(whether or not consecutive) the closing price of a common share on the Nasdaq
National Market equals or exceeds $9.00. The cashless exercise provision permits
the holder, in lieu of paying the exercise price, to tender the warrant
certificate and receive a number of common shares equal in market value (defined
to be the previous 10 days average closing bid price) to the difference between
the aggregate market value of the common shares issuable upon exercise of the
warrant, and the aggregate cash exercise price of the common shares issuable
upon exercise of the warrant.
The warrants include standard anti-dilution provisions pursuant to
which the exercise price and number of shares issuable thereunder is adjusted
proportionately in the event of a stock split, stock dividend, recapitalization
or similar transaction. The shares that may be offered pursuant to this
prospectus include the common shares issuable upon the exercise of the warrant.
The common shares issuable upon exercise of the warrants were previously
registered by the Company on registration statement no. 333-36462.
The Shemano Group, Inc.
-----------------------
The Shemano Group acquired 50,000 warrants in a private placement
pursuant to the terms of a Consulting Agreement dated May 21, 2001 in exchange
for services provided to us. The 50,000 Series 2001F warrants entitle the holder
to purchase one common share at an exercise price of $3.36 at any time prior to
May 1, 2006. The warrants include standard anti-dilution provisions pursuant to
which the exercise price and number of shares issuable thereunder is adjusted
proportionately in the event of a stock split, stock dividend, recapitalization
or similar transaction. The shares that may be offered pursuant to this
prospectus include the common shares issuable upon the exercise of the warrants.
22
Murilyn Tulio
-------------
Murilyn Tulio acquired 22,500 warrants in a private placement pursuant
to the terms of a public relations letter of agreement dated November 1, 2001 in
exchange for services provided to us. The 22,500 Series 2001G warrants entitle
the holder to purchase one common share at an exercise price of $2.00 at any
time prior to November 1, 2004. The warrants include standard anti-dilution
provisions pursuant to which the exercise price and number of shares issuable
thereunder is adjusted proportionately in the event of a stock split, stock
dividend, recapitalization or similar transaction. The shares that may be
offered pursuant to this prospectus include the common shares issuable upon the
exercise of the warrants.
Sandra Versacce
---------------
Sandra Versacce acquired 2,500 warrants in a private placement pursuant
to the terms of a public relations letter of agreement dated November 1, 2001 in
exchange for services provided to us. The 2,500 Series 2001G warrants entitle
the holder to purchase one common share at an exercise price of $2.00 at any
time prior to November 1, 2004. The warrants include standard anti-dilution
provisions pursuant to which the exercise price and number of shares issuable
thereunder is adjusted proportionately in the event of a stock split, stock
dividend, recapitalization or similar transaction. The shares that may be
offered pursuant to this prospectus include the common shares issuable upon the
exercise of the warrants.
PLAN OF DISTRIBUTION
The Shares. The shares offered by this prospectus may be sold from time
to time by the selling shareholders, who consist of the persons named as
"selling shareholders" above and those persons' pledgees, donees, transferees or
other successors in interest. The selling shareholders may sell the offered
shares on the Nasdaq National Market, or otherwise, at market prices or at
negotiated prices. They may sell shares by one or a combination of the
following:
o a block trade in which a broker or dealer so engaged will attempt
to sell the offered shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers;
o an exchange distribution in accordance with the rules of such
exchange;
o privately negotiated transactions;
o if such a sale qualifies, in accordance with Rule 144 promulgated
under the Securities Act rather than pursuant to this prospectus;
or
o any other method permitted pursuant to applicable law.
23
The selling shareholders may also sell shares by means of short sales.
Short sales involve the sale by a selling shareholder, usually with a future
delivery date, of common shares that the seller does not own. Covered short
sales are sales made in an amount not greater than the number of shares subject
to the short seller's warrant, exchange right or other right to acquire common
shares. A selling shareholder may close out any covered short position by either
exercising its warrants or exchange rights to acquire common shares or
purchasing shares in the open market. In determining the source of shares to
close out the covered short position, a selling shareholder will likely
consider, among other things, the price of common shares available for purchase
in the open market as compared to the price at which it may purchase common
shares pursuant to its warrants or exchange rights.
Naked short sales are any sales in excess of the number of shares
subject to the short seller's warrant, exchange right or other right to acquire
common shares. A selling shareholder must close out any naked position by
purchasing shares. A naked short position is more likely to be created if a
selling shareholder is concerned that there may be downward pressure on the
price of the common shares in the open market.
The existence of a significant number of short sales generally causes
the price of the common shares to decline, in part because it indicates that a
number of market participants are taking a position that will profitable only if
the price of the common shares declines. Purchases to cover short sales may,
however, increase the demand for the common shares and have the effect of
raising or maintaining the price of the common shares.
In making sales, brokers or dealers engaged by the selling shareholders
may arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from such selling shareholders in amounts to be
negotiated prior to the sale. Such selling shareholders and any broker-dealers
that participate in the distribution may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act of 1933, and any proceeds or
commissions received by them, and any profits on the resale of shares sold by
broker-dealers, may be deemed to be underwriting discounts and commissions. If a
selling shareholder notifies us that a material arrangement has been entered
into with a broker-dealer for the sale of shares through a block trade, special
offering, exchange distribution or secondary distribution or a purchase by a
broker or dealer, we will file a prospectus supplement, if required pursuant to
the Securities Act of 1933, setting forth:
o the name of each of the participating broker-dealers,
o the number of shares involved,
o the price at which the offered shares were sold,
o the commissions paid or discounts or concessions allowed to the
broker-dealers, where applicable;
o a statement to the effect that the broker-dealers did not conduct
any investigation to verify the information set out or
incorporated by reference in this prospectus, and
o any other facts material to the transaction.
General. We are paying the expenses incurred in connection with
preparing and filing this prospectus and the registration statement to which it
relates, other than selling commissions. In addition, in the event a selling
shareholder effects a short sale of common shares, this prospectus may be
delivered in connection with such short sale and the shares offered by this
24
prospectus may be used to cover such short sale. To the extent, if any, that a
selling shareholder may be considered an "underwriter" within the meaning of the
Securities Act, the sale of the shares by it shall be covered by this
prospectus.
We have not retained any underwriter, broker or dealer to facilitate
the offer or sale of the offered shares offered hereby. We will pay no
underwriting commissions or discounts in connection therewith, and we will not
receive any proceeds from the sale of the offered shares.
In order to comply with the securities laws of certain states, if
applicable, the offered securities will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the offered shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available.
DESCRIPTION OF OFFERED SECURITIES
For a description of the common shares offered hereunder, please refer
to the description of the common shares provided in the Registration Statement
on Form 10-SB we filed with the SEC on November 25, 1996.
LEGAL MATTERS
The validity of the shares being offered hereby is being passed upon
for us by Goodman and Carr LLP, Ontario, Canada.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from the Company's Annual Report on Form 10-K/A for the year ended
December 31, 2000 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
As permitted by SEC rules, this prospectus does not contain all of the
information that prospective investors can find in the Registration Statement or
the exhibits to the Registration Statement. The SEC permits us to incorporate by
reference into this prospectus information filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except as superseded or modified by information contained directly in this
prospectus or in a subsequently filed document that also is (or is deemed to be)
incorporated herein by reference.
This prospectus incorporates by reference the documents set forth below
that we (File No. 1-12497) have previously filed with the SEC pursuant to the
25
Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
documents contain important information about the Company and its financial
condition.
(a) Our Annual Report on Form 10-K for the year ended December 31,
2000, filed with the SEC on April 2, 2001, as amended by Amendment
No. 4 on Form 10-K/A filed with the SEC on June 8, 2001
(b) Our Current Report on Form 8-K filed with the SEC on March 23,
2001, as amended by an Amendment No. 1 on Form 8-K/A filed with
the SEC on March 28, 2001.
(c) Our Current Report on Form 8-K/A filed with the SEC on December
26, 2000, as amended by an Amendment No.1 on Form 8-K/A filed with
the SEC on April 18, 2001, as amended by an Amendment No.2 on Form
8-K/A filed with the SEC on January 4, 2002.
(d) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2001 filed with the SEC on May 14, 2001.
(e) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2001 filed with the SEC on August 14, 2001.
(f) Our Quarterly Report on Form 10-Q for the quarter ended September
30, 2001 filed with the SEC on November 9, 2001.
(g) Our Current Report on Form 8-K filed with the SEC on January 4,
2002.
(h) The description of the common shares contained in our Registration
Statement on Form 10-SB filed with the SEC on November 25, 1996,
including any amendment or report filed under the Exchange Act for
the purpose of updating such description.
We hereby incorporate by reference all reports and other documents
filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus and prior to the termination of this offering.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other information with the SEC. You may read and copy any reports, statements,
or other information that the Company files at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. The SEC
also maintains an Internet site (http://www.sec.gov) that makes available to the
public reports, proxy statements, and other information regarding issuers, such
as the Company, that file electronically with the SEC.
26
In addition, we will provide, without charge, to each person to whom
this prospectus is delivered, upon written or oral request of any such person, a
copy of any or all of the foregoing documents (other than exhibits to such
documents which are not specifically incorporated by reference in such
documents). Please direct written requests for such copies to the Company c/o
Mineral Recovery Systems at 230 South Rock Boulevard, Suite 21, Reno, Nevada
89502, U.S.A., Attention: Ed Dickinson, Chief Financial Officer. Telephone
requests may be directed to the office of the Director of Finance at (800)
897-8245.
Our common shares are quoted on the Nasdaq National Market. Reports,
proxy statements and other information concerning the Company can be inspected
and copied at the Public Reference Room of the National Association of
Securities Dealers, 1735 K Street, N.W., Washington, D.C. 20006.
27
======================================================= ==============================
We have not authorized any dealer, salesperson or
other person to give any information or represent
anything not contained in this prospectus. This
prospectus does not offer to sell or buy any 8,497,693 Common Shares
securities in any jurisdiction where it is unlawful.
The information in this prospectus is current as of
January 29, 2002.
-----------------------
ALTAIR INTERNATIONAL INC.
8,497,693 COMMON SHARES
---------------
Prospectus
---------------
January 29, 2002
======================================================= ==============================
28
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
----------------------------------------------------
The following table sets forth the various expenses of the offering, sale and
distribution of the offered securities being registered pursuant to this
registration statement (the "Registration Statement"). All of the expenses
listed below will be borne by the Company. All of the amounts shown are
estimates except the SEC registration fees.
Item Amount
SEC Commission registration fees $2,165
NASD registration fees $17,500
Accounting fees and expenses $5,000
Legal fees and expenses $15,000
Blue Sky fees and expenses $3,000
Printing Expenses $1,000
Miscellaneous Expenses $1,335
Total: $45,000
Item 15. Indemnification of Directors and Officers
--------------------------------------------------
Subsection 136(1) of the Business Corporation Act, Ontario (the "Act") provides
that a corporation may indemnify a director or officer of the corporation, a
former director or officer of the corporation or a person who acts or acted at
the corporation's request as a director or officer of a body corporate of which
the corporation is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him or
her in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of such corporation or body corporation, if,
(a) he acted honestly and in good faith with a view to the best interests
of the corporation; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for believing that
his or her conduct was lawful.
Subsection 136(2) of the Act provides that a corporation may, with the approval
of the court, indemnify a person referred to in subsection 136(1) of the Act in
respect of an action by or on behalf of the corporation or body corporate to
procure a judgment in its favor, to which the person is made a party by reason
of being or having been a director or an officer of the corporation or body
corporate, against all costs, charges and expenses reasonably incurred by the
person in connection with such action if he fulfills the conditions set out in
clauses 136(1)(a) and 136(1))(b) of the Act.
II-1
Subsection 136(3) of the Act provides that despite anything in section 136 of
the Act, a person referred to in subsection 136(1) of the Act is entitled to
indemnity from the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body corporate,
if the person seeking indemnity,
(a) was substantially successful on the merits in his defense of the action
or proceeding; and
(b) fulfills the conditions set out in clauses 136(1)(a) and 136(1)(b) of
the Act.
Subsection 136(4) of the Act provides that a corporation may purchase and
maintain insurance for the benefit of any person referred to in subsection
136(1) of the Act against any liability incurred by the person,
(a) in his capacity as a director or officer of the corporation, except
where the liability relates to the person's failure to act honestly and in good
faith with a view to the best interests of the corporation; or
(b) in his capacity as a director or officer of another body corporate
where the person acts or acted in that capacity at the corporation's request,
except where the liability relates to the person's failure to act honestly and
in good faith with a view to the best interests of the body corporate.
Subsection 136(5) of the Act provides that a corporation or a person referred to
in subsection 136(1) of the Act may apply to the court for an order approving an
indemnity under section 136 of the Act and the court may so order and make any
further order it thinks fit.
Subsection 136(6) of the Act provides that upon an application under subsection
136(5) of the Act, the court may order notice to be given to any interested
person and such person is entitled to appear and be heard in person or by
counsel.
The Company's By-laws, as amended, provide that subject to subsection 2 of
section 147 of the Act, every director and officer of the Company and his heirs,
executors, administrators and other legal personal representatives shall, from
time to time, be indemnified and saved harmless by the Company from and against
any liability and all costs, charges and expenses that such director or officer
sustains or incurs in respect of any action, suit or proceeding that is proposed
or commenced against him for or in respect of anything done or permitted by him
in respect of the execution of the duties of his office and all other costs,
charges and expenses that he sustains or incurs in respect of the affairs of the
Company, except such costs, charges or expenses as are occasioned by his own
willful neglect or default. In addition, the board of directors of the Company
has passed, and the shareholders have confirmed, several special By-laws
authorizing the board of directors, among other things, to borrow money and
issue bonds or debentures and to secure any such borrowing by mortgaging or
pledging all or part of the Company's assets. The special By-laws further
authorize the board of directors to delegate the foregoing powers to any
director or officer and to give indemnities to any such director or other person
acting on behalf of the Company and secure any such person against loss by
giving him by way of security a mortgage or charge upon all of the currently
owned or subsequently acquired property, undertakings, and rights of the
Company.
Pursuant to an employment agreement with William P. Long, the President, Chief
Executive Officer and a director of the Company, the Company has agreed to
assume all liability for and to indemnify, protect, save, and hold Dr. Long
harmless from and against any and all losses, costs, expenses, attorneys' fees,
claims, demands, liability, suits, and actions of every kind and character which
may be imposed upon or incurred by Dr. Long on account of, arising directly or
indirectly from, or in any way connected with or related to Dr. Long's
activities as an officer and member of the board of directors of the Company,
except as arise as a result of fraud, felonious conduct, gross negligence or
acts of moral turpitude on the part of Dr. Long. In addition, Mineral Recovery
Systems, Inc. ("MRS"), a wholly-owned subsidiary of the Company, has agreed to
assume all liability for and to indemnify, protect, save, and hold harmless
Patrick Costin (Vice President of the Company and President of MRS) from and
against any and all losses, costs, expenses, attorneys' fees, claims, demands,
liabilities, suits and actions of every kind and character which may be imposed
on or incurred by Mr. Costin on account of, arising directly or indirectly from,
or in any way connected with Mr. Costin's activities as manager, officer, or
director of MRS or the Company.
II-2
Indemnification may be granted pursuant to any other agreement, bylaw, or vote
of shareholders or directors. In addition to the foregoing, the Company
maintains insurance through a commercial carrier against certain liabilities
which may be incurred by its directors and officers. The foregoing description
is necessarily general and does not describe all details regarding the
indemnification of officers, directors or controlling persons of the Company.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits.
------------------
The following exhibits required by Item 601 of Regulations S-K promulgated under
the Securities Act have been included herewith or have been filed previously
with the SEC as indicated below.
Incorporated by Reference/
Exhibit No. Description Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
Incorporated by reference to Registration Statement
4.1 Form of Common Stock Certificate on Form 10-SB filed with the Commission on November
25, 1996, File No. 1-12497.
Incorporated by reference to the Company's Current
4.2 Form of Warrant (Anderson) Report on Form 8-K filed with the Commission on April
24, 2000, File No. 1-12497.
Incorporated by reference to the Company's
4.3 Form of de Jong Warrant Registration Statement on Form S-3 filed with the
Commission on May 5, 2000, File No. 333-36462.
Incorporated by reference to the Company's
4.4 Form of Series N Warrant (Ladenburg) Registration Statement on Form S-3 filed with the
Commission on May 5, 2000, File No. 333-36462.
Shareholders Rights Plan Agreement
dated November 27, 1998, between Incorporated by reference to the Company's Current
4.5 Altair International Inc. and Equity Report on Form 8-K filed with the Commission on
Transfer Services Inc. December 29, 1998, File No. 1-12497.
Amended and Restated Shareholder
Rights Plan dated October 15, 1999, Incorporated by reference to the Company's Current
4.6 between the Company 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 Company's Current
Report on Form 8-K filed with the Commission on
4.7 Form of Doral Warrant (Warrants issued December 26, 2000, as amended by Amendment No. 1 on
to Doral prior to 12/28/01) Form 8-K/A filed with the Commission on April 18,
2001, File No. 001-12497.
II-3
Incorporated by Reference/
Exhibit No. Description Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
Incorporated by reference to the Company's Quarterly
4.8 Form of Series 2000A Warrant Report on Form 10-Q filed with the Commission on
November 14, 2000, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.9 Form of Series 2000B Warrant Report on Form 10-Q filed with the Commission on
November 14, 2000, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.10 Form of Series 2000C Warrant Report on Form 10-Q filed with the Commission on
November 14, 2000, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.11 Form of Series 2001A Warrant Report on Form 10-Q filed with the Commission on
August 14, 2001, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.12 Form of Series 2001B Warrant Report on Form 10-Q filed with the Commission on
August 14, 2001, File No. 1-12497.
Incorporated by reference to Registration Statement
4.13 Form of Series 2001C Warrant on Form S-3, File No. 333-76820, filed with the
Commission on January 16, 2002.
Incorporated by reference to Registration Statement
4.14 Form of Series 2001D Warrant on Form S-3, File No. 333-76820, filed with the
Commission on January 16, 2002.
Incorporated by reference to Registration Statement
4.15 Form of Series 2001E Warrant on Form S-3, File No. 333-76820, filed with the
Commission on January 16, 2002.
Incorporated by reference to Registration Statement
4.16 Form of Series 2001F Warrant on Form S-3, File No. 333-76820, filed with the
Commission on January 16, 2002.
Incorporated by reference to Registration Statement
4.17 Form of Series 2001G Warrant on Form S-3, File No. 333-76820, filed with the
Commission on January 16, 2002.
Incorporated by reference to the Company's Current
4.18 Doral Warrant (Warrants issued on Report on Form 8-K filed with the Commission on
December 28, 2001) January 4, 2002, File No. 1-12497.
Incorporated by reference to the Company's Current
4.19 Doral Conditional Warrant Report on Form 8-K filed with the Commission on
January 4, 2002, File No. 1-12497.
Incorporated by reference to the Company's Current
4.20 $2,000,000 Secured Term Note issued Report on Form 8-K filed with the Commission on
December 28, 2001 January 4, 2002, File No. 1-12497.
5 Opinion of Goodman and Carr LLP Incorporated by reference to Amendment No. 1 to
as to legality of securities offered Registration Statement on Form S-3, file No. 333-76820,
filed with the Commission on January 30, 2002.
Incorporated by reference to the Company's Current
10.1 Registration Rights Agreement dated Report on Form 8-K filed with the Commission on
December 28, 2001 with Doral 18, LLC January 4, 2002, File No. 1-12497.
II-4
Incorporated by Reference/
Exhibit No. Description Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
Form of Registration Rights Agreement
(with MBRT Trust dated August 4, 2000; Incorporated by reference to the Company's Quarterly
10.2 with Gibson Family Limited Partnership Report on Form 10-Q field with the Commission on
dated August 22, 2000; with Louis November 15, 2000, File No. 1-12497.
Schnur August 4, 2000)
23.1 Consent of Deloitte & Touche LLP Incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-3, file No. 333-76820,
filed with the Commission on January 30, 2002.
23.2 Consent of Goodman and Carr LLP Included in Exhibit No. 5.
24 Powers of Attorney Included on the signature page hereof.
-----------------------
Item 17. Undertakings.
----------------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
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Company, the Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Amendment No. 2
to Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cody, State of Wyoming,
on January 30, 2002.
ALTAIR INTERNATIONAL INC.
By /s/ William P. Long
----------------------
William P. Long
President and Chief Executive Officer
ADDITIONAL SIGNATURES
Signature Title Date
--------- ----- ----
/s/ William P. Long President, Chief Executive Officer, and Director January 30, 2002
------------------- (Principal Executive Officer and authorized
William P. Long representative of the Company in the United States)
/s/ Edward H. Dickinson Chief Financial Officer January 30, 2002
----------------------- (Principal Financial Officer and Principal
Edward H. Dickinson Accounting Officer)
/s/ James I. Golla* Director January 30, 2002
-------------------
James I. Golla
/s/ George E. Hartman* Director January 30, 2002
----------------------
George E. Hartman
/s/ Robert Sheldon* Director January 30, 2002
-------------------
Robert Sheldon
* By: William P. Long, attorney-in-fact
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EXHIBIT INDEX
The following exhibits required by Item 601 of Regulations S-K promulgated under
the Securities Act have been included herewith or have been filed previously
with the SEC as indicated below.
Incorporated by Reference/
Exhibit No. Description Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
Incorporated by reference to Registration Statement
4.1 Form of Common Stock Certificate on Form 10-SB filed with the Commission on November
25, 1996, File No. 1-12497.
Incorporated by reference to the Company's Current
4.2 Form of Warrant (Anderson) Report on Form 8-K filed with the Commission on April
24, 2000, File No. 1-12497.
Incorporated by reference to the Company's
4.3 Form of de Jong Warrant Registration Statement on Form S-3 filed with the
Commission on May 5, 2000, File No. 333-36462.
Incorporated by reference to the Company's
4.4 Form of Series N Warrant (Ladenburg) Registration Statement on Form S-3 filed with the
Commission on May 5, 2000, File No. 333-36462.
Shareholders Rights Plan Agreement
dated November 27, 1998, between Incorporated by reference to the Company's Current
4.5 Altair International Inc. and Equity Report on Form 8-K filed with the Commission on
Transfer Services Inc. December 29, 1998, File No. 1-12497.
Amended and Restated Shareholder
Rights Plan dated October 15, 1999, Incorporated by reference to the Company's Current
4.6 between the Company 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 Company's Current
Report on Form 8-K filed with the Commission on
4.7 Form of Doral Warrant (Warrants issued December 26, 2000, as amended by Amendment No. 1 on
to Doral prior to 12/28/01) Form 8-K/A filed with the Commission on April 18,
2001, File No. 001-12497.
Incorporated by reference to the Company's Quarterly
4.8 Form of Series 2000A Warrant Report on Form 10-Q filed with the Commission on
November 14, 2000, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.9 Form of Series 2000B Warrant Report on Form 10-Q filed with the Commission on
November 14, 2000, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.10 Form of Series 2000C Warrant Report on Form 10-Q filed with the Commission on
November 14, 2000, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.11 Form of Series 2001A Warrant Report on Form 10-Q filed with the Commission on
August 14, 2001, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.12 Form of Series 2001B Warrant Report on Form 10-Q filed with the Commission on
August 14, 2001, File No. 1-12497.
II-8
Incorporated by Reference/
Exhibit No. Description Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
Incorporated by reference to Registration Statement
4.13 Form of Series 2001C Warrant on Form S-3, File No. 333-76820, filed with the
Commission on January 16, 2002.
Incorporated by reference to Registration Statement
4.14 Form of Series 2001D Warrant on Form S-3, File No. 333-76820, filed with the
Commission on January 16, 2002.
Incorporated by reference to Registration Statement
4.15 Form of Series 2001E Warrant on Form S-3, File No. 333-76820, filed with the
Commission on January 16, 2002.
Incorporated by reference to Registration Statement
4.16 Form of Series 2001F Warrant on Form S-3, File No. 333-76820, filed with the
Commission on January 16, 2002.
Incorporated by reference to Registration Statement
4.17 Form of Series 2001G Warrant on Form S-3, File No. 333-76820, filed with the
Commission on January 16, 2002.
Incorporated by reference to the Company's Current
4.18 Doral Warrant (Warrants issued on Report on Form 8-K filed with the Commission on
December 28, 2001) January 4, 2002, File No. 1-12497.
Incorporated by reference to the Company's Current
4.19 Doral Conditional Warrant Report on Form 8-K filed with the Commission on
January 4, 2002, File No. 1-12497.
Incorporated by reference to the Company's Current
4.20 $2,000,000 Secured Term Note issued Report on Form 8-K filed with the Commission on
December 28, 2001 January 4, 2002, File No. 1-12497.
5 Opinion of Goodman and Carr LLP Incorporated by reference to Amendment No. 1 to
as to legality of securities offered Registration Statement on Form S-3, file No. 333-76820,
filed with the Commission on January 30, 2002.
Incorporated by reference to the Company's Current
10.1 Registration Rights Agreement dated Report on Form 8-K filed with the Commission on
December 28, 2001 with Doral 18, LLC January 4, 2002, File No. 1-12497.
Form of Registration Rights Agreement
(with MBRT Trust dated August 4, 2000; Incorporated by reference to the Company's Quarterly
10.2 with Gibson Family Limited Partnership Report on Form 10-Q field with the Commission on
dated August 22, 2000; with Louis November 15, 2000, File No. 1-12497.
Schnur August 4, 2000)
23.1 Consent of Deloitte & Touche LLP Incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-3, file No. 333-76820,
filed with the Commission on January 30, 2002.
23.2 Consent of Goodman and Carr LLP Included in Exhibit No. 5.
24 Powers of Attorney Included on the signature page hereof.
-----------------------
II-9