UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 on FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 28, 2001
ALTAIR INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Province of
Ontario,
Canada 1-12497 None
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(State or other (Commission File No.) (IRS Employer
jurisdiction Identification No.)
of incorporation)
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (307) 587-8245
Item 5. Other Events
Altair International Inc. is filing this Amendment No. 2 on Form 8-K/A
(this "Amendment") to its Current Report on Form 8-K dated December 15, 2000
filed with the SEC on December 26, 2001, as amended by Amendment No. 1 on Form
8-K/A filed with the SEC on April 18, 2001, in order to report its termination
of its $7,000,000 Asset-Backed Exchangeable Term Note dated December 15, 2000,
as amended (the "Note"), and its repricing of certain warrants issued in
connection with the Note.
On December 28, 2001 Altair International Inc. and its consolidated
subsidiaries (collectively, the "Company"), and Doral 18, LLC (the "Investor")
entered into a Note Termination and Issuance Agreement (the "Termination
Agreement"), pursuant to which, among other things, the Company and the Investor
terminated the Note. In addition, the Company and Investor signed an Amendment
No. 1 to Stock Purchase Warrants (the "Warrant Amendment Agreement") pursuant to
which the Company and the Investor amended warrants to purchase 650,000 common
shares of the Company on or before December 15, 2005 (the "Warrants") granted to
the Investor at the time of issuance of the Note (and in connection with certain
amendment and waiver agreements). Such Warrants previously had an initial
exercise price of $3.00 per share, which price was subject to periodic
adjustment pursuant to a price round-down formula in the Warrants. Pursuant to
the Warrant Amendment Agreement, the exercise price of the Warrants was reduced
to $1.50 per share and the price round-down formula was deleted.
In connection with the Termination Agreement and the termination of the
Note, the Company also issued a new $2,000,000 Secured Term Note, 200,000
warrants to purchase its common shares, a conditional warrant that vests at the
rate of 25,000 shares for each $.50 increase in the price of the Company's
common shares to or above $2.00 per share and a new registration rights
agreement. The $2,000,000 Secured Term Note does not permit exchange of
principal amounts for common shares and does not include many of the restrictive
provisions that were included in the Note.
A copy of the Warrant Amendment Agreement is attached hereto. The
Termination Agreement, and all material agreements executed in connection
therewith, are attached to and summarized in a separate Current Report on Form
8-K filed with the Securities and Exchange Commission on the same date as this
Amendment.
The foregoing descriptions do not purport to be complete and are
qualified by reference to the definitive agreements, notes and warrants filed as
Exhibits hereto or to the Current Report on Form 8-K reporting the Termination
Agreement and filed with the Securities and Exchange Commission on the same date
as this Amendment.
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Exhibit Incorporated by Reference/ Filed Herewith
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4.1 Amendment No. 1 to Stock Purchase Warrants Filed herewith.
4.2 Asset-Backed Exchangeable Term Note dated Incorporated by reference to the Company's
December 15, 2000 Amendment No. 1 to Current Report on Form
8-K/A filed with the Commission on April 18,
2001.
4.3 Form of Doral Warrant Incorporated by reference to the Company's
Amendment No. 1 to Current Report on Form
8-K/A filed with the Commission on April 18,
2001.
10.1 Securities Purchase Agreement dated Incorporated by reference to the Company's
December 15, 2000 Amendment No. 1 to Current Report on Form
8-K/A filed with the Commission on April 18,
2001.
10.2 Registration Rights Agreement dated Incorporated by reference to the Company's
December 15, 2000 Amendment No. 1 to Current Report on Form
8-K/A filed with the Commission on April 18,
2001.
10.3 Stock Pledge Agreement dated December 15, Incorporated by reference to the Company's
2000 (Mineral Recovery Systems common stock) Amendment No. 1 to Current Report on Form
8-K/A filed with the Commission on April 18,
2001.
10.4 Stock Pledge Agreement dated December 15, Incorporated by reference to the Company's
2000 (Altair Technologies common stock) Amendment No. 1 to Current Report on Form
8-K/A filed with the Commission on April 18,
2001.
10.5 Assignment and Agreement dated December 15, Incorporated by reference to the Company's
2000 Amendment No. 1 to Current Report on Form
8-K/A filed with the Commission on April 18,
2001.
10.6 Letter agreement dated June 7, 2001 Incorporated by reference to the Amendment No.
4 to the Registration Statement on Form S-3
filed with the Commission on July 3, 2001,
File No. 333-54092
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment No. 2 to Current Report on Form
8-K/A to be signed on its behalf by the undersigned thereunto duly authorized.
Altair International Inc.
January 3, 2002 By: /s/ William P.Long
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Date Dr. William P. Long, President