Filed pursuant to Rule 424 (b)(3)&(c)
Registration Nos. 333-76820, 333-45511,
333-36462 and 333-54092
Prospectus Supplement
to
Prospectus dated March January 29, 2002
ALTAIR INTERNATIONAL INC.
This Prospectus Supplement supplements the Prospectus dated January 29,
2002 (the "Prospectus") of Altair International Inc. relating to the offering
and sale of up to 8,497,693 common shares of Altair by persons who are existing
security holders of Altair and identified in the section of the prospectus
entitled "Selling Shareholders." Some of the common shares that may be offered
and sold pursuant to the Prospectus are issuable upon the exercise of warrants
to purchase common shares held by selling shareholders. The purpose of this
Prospectus Supplement is to restate the subsection of the Prospectus entitled
"Private Placement of Shares, Warrants and Secured Note" beginning on page 15 of
the Prospectus in order to reflect a change in the exercise price of certain of
the warrants held by the selling shareholders.
Our common shares are listed for trading on the Nasdaq National Market
under the symbol "ALTI." On April 15, 2002, the last reported sales price of our
common shares on the Nasdaq National Market was $.99 per share. As of April 15,
2002, we had 22,977,122 common shares issued and outstanding.
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Consider carefully the risk factors beginning on page 2 in the Prospectus before
investing in our securities.
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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 the Prospectus and this Prospectus Supplement. Any
representation to the contrary is a criminal offense.
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The date of this Prospectus Supplement is April 17, 2002.
This Prospectus Supplement should be read in conjunction with the Prospectus,
and this Prospectus Supplement is qualified in its entirety by reference to the
Prospectus except to the extent that the information contained herein modifies
or supersedes the information contained in the Prospectus. Capitalized terms
used in this Prospectus Supplement and not otherwise defined herein shall have
the same meaning specified in the Prospectus.
Private Placement of Shares, Warrants and Secured Note
The subsection of the Prospectus entitled "Private Placement of Shares,
Warrants and Secured Note" beginning on page 15 of the Prospectus is superseded
by the following:
Louis Schnur
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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 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 the exercise price
specified below 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. The exercise price
for the Series 2001B warrants was $3.50 per share when the warrants were issued
but was reduced to $1.05 per share pursuant to a warrant repricing agreement we
entered into with Mr. Schnur on April 16, 2002.
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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 the exercise price
specified below 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. The exercise price
for the Series 2001B warrants was $3.50 per share when the warrants were issued
but was reduced to $1.05 per share pursuant to a warrant repricing agreement we
entered into with Mr. Schnur on April 16, 2002.
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 the exercise price specified below 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. The exercise price for the Series 2000A warrants was $5.00 per
share when the warrants were issued but was reduced to $1.05 per share pursuant
to a warrant repricing agreement we entered into with Mr. Schnur on April 16,
2002.
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
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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.
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.
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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.
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.
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MBRT Trust
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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.
Adams Capital Management Ltd. and S. Kent Lauson, DDS, MS. Retirement Fund
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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.
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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.
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.
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Anderson LLC
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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.
Brandon Harrison
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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
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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
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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
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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.
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
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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.
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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
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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.
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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.
Murilyn Tulio
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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
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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.
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