UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 7, 2002
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
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Cody, Wyoming 82414
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (307) 587-8245
Item 5. Other Events.
(a) Issuance of Common Stock and Warrants.
Purchase Agreement: On May 7, 2002, Altair International Inc. (the
"Company") and two accredited investors entered into a Securities Purchase
Agreement (the "Purchase Agreement") pursuant which the Company issued to the
investors an aggregate of 1,250,000 shares of the Company's common stock (the
"Common Stock") and Warrants to purchase an aggregate of 312,500 shares of
Common Stock (the "Warrants"). The Common Stock, Warrants and related rights
were sold to the investors in exchange for $1,000,000. The Purchase Agreement
also contained representations, warranties and future covenants by the Company,
the specifics of which are set forth in the Purchase Agreement. Among its other
covenants, the Company grants the investors a right of first refusal with
respect to equity and convertible securities offered by the Company on or before
May 7, 2003.
The Warrants: The Warrants entitle the holders to purchase an
aggregate of 312,500 share of Common Stock at an initial exercise price of $1.13
per share at any time on or before May 7, 2007. The Warrants also contain a net
exercise provision, which permits a holder to receive upon the exercise of the
Warrant a number of shares of Common Stock with a fair market value equal to the
difference between the fair market value of the number of shares of Common Stock
with respect to which the Warrant is exercised and the aggregate exercise price
applicable to such shares. Net exercise is not permitted prior to May 7, 2003.
The Warrants also include a mandatory exercise provision that allows the Company
to require that the holders exercise or forfeit the Warrants if the closing sale
price for the Common Stock is greater than 250% of the exercise price for a
period of 20 trading days. The Warrants include standard anti-dilution
provisions applicable in the event of a reorganization, merger, sale or similar
event. If the Company fails to issue Common Stock pursuant to the terms of the
Warrants, in addition to the Common Stock to be issued pursuant to the Warrants,
the Company must pay, in cash and for each day the Company fails to issue the
common stock, 0.25% of the value of the Common Stock that should have been
issued.
Registration Rights Agreement: The Company also entered into a
Registration Rights Agreement with the investors pursuant to which the Company
agrees to file, as soon as possible and in no event later than within 60 days of
May 7, 2002, a registration statement registering the re-sale of the shares of
Common Stock purchased under the Purchase Agreement and issuable upon exercise
of the Warrants. The Company must cause the registration statement to be
effective as soon as possible and in no event later than 120 days after May 7,
2002. If the Company fails to cause the registration statement to be effective
as required by the Registration Rights Agreeement, the Company must pay to the
investors a percentage of $10,000 equal to that percentage derived by dividing
(A) the actual number of days elapsed from the last day of the date of the
default or the prior 30-day period, as applicable, to the day such default has
been completely cured by (B) 30. The amount may be paid by the Company in cash
or, at the investors' option, the equivalent value in shares of the Common
Stock.
The foregoing descriptions do not purport to be complete and are
qualified by reference to the definitive agreements, and warrants filed as
Exhibits hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
4.1 Form of Warrant dated May 7, 2002.
10.1 Securities Purchase Agreement dated May 7, 2002.
10.2 Registration Rights Agreement dated May 7, 2002.
99.1 Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned thereunto duly authorized.
Altair International Inc.
May 9, 2002 By: /s/ William P. Long
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Date William P. Long
Chief Executive Officer
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