As filed with the Securities and Exchange Commission on December 19, 2003
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under the
Securities Act of 1933
Altair Nanotechnologies Inc.
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(Exact name of registrant as specified in its charter)
Canada None
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
204 Edison Way
Reno, Nevada 89502
(775) 858-3750
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Edward Dickinson
Chief Financial Officer
Altair Nanotechnologies Inc.
204 Edison Way
Reno, Nevada 89502
(775) 858-3750
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Bryan T. Allen
Brian G. Lloyd
Stoel Rives LLP
201 South Main Street, Suite 1100
Salt Lake City, Utah 84111
(801) 328-3131
Facsimile: (801) 578-6999
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Approximate date of commencement of proposed sale to the public: From time to
after the effective date of this registration statement.
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: [ ]
CALCULATION OF REGISTRATION FEE
========================================== ================= ================== ================ ===================
Proposed
maximum
Title of each class Proposed maximum aggregate
of securities to be registered Amount to be offering price offering Amount of
registered per share(1) price(1) registration fee
------------------------------------------ ----------------- ------------------ ---------------- -------------------
Common shares, no par value 5,000,000 shares $2.09 $10,450,000 $517
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(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based upon the
average of the high and low sales prices for the common stock as reported
on the Nasdaq SmallCap Market on December 15, 2003.
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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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED DECEMBER 18, 2003
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell securities, and we are not soliciting an offer to buy these securities,
in any state where the offer or sale is not permitted.
PROSPECTUS
ALTAIR NANOTECHNOLOGIES INC.
5,000,000 SHARES
Common Stock
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We may sell from time to time up to 5,000,000 shares of the common
stock offered by this prospectus. We will provide information regarding the
number of shares of common stock being offered, and the offer price, commissions
of and relationships with underwriters or placement agents, if any, and other
information we consider to be important in a supplement that will accompany this
prospectus. You should read both the prospectus supplement and this prospectus
carefully before you invest in our common stock. This prospectus may not be used
to sell securities unless accompanied by a prospectus supplement.
In the United States, our common stock is listed for trading under the
symbol "ALTI" on the Nasdaq SmallCap Market. On December 15, 2003, the closing
sale price of a share of our common stock, as reported by the Nasdaq SmallCap
Market, was $2.03 per share. Unless otherwise expressly indicated, all monetary
amounts set forth in this prospectus are expressed in U.S. Dollars. Our
principal office is located at 204 Edison Way, Reno, Nevada 89502, and our
telephone number is (775) 858-3750.
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The registration statement of which this prospectus is a part is being
qualified under the securities laws of selected states. This prospectus shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities, in any state in which such offer,
sale or solicitation would be unlawful prior to or absent qualification under
the securities laws of such state.
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Investing in our common stock involves risks. You should carefully read
the section entitled "risk factors" on page 3 of 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.
The date of this prospectus is December 18, 2003
You should rely only on the information contained in or incorporated by
reference in this prospectus and in any prospectus supplement. We have not
authorized anyone to provide you with different information. We are not making
an offer of these shares in any state where the offer is not permitted. You
should not assume that the information contained in or incorporated by reference
in this prospectus is accurate as of any date other than the date on the front
of this prospectus or the applicable prospectus supplement.
TABLE OF CONTENTS
Page
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TABLE OF CONTENTS.............................................................2
ABOUT THIS PROSPECTUS.........................................................2
RISK FACTORS..................................................................3
FORWARD-LOOKING STATEMENTS...................................................10
OUR BUSINESS AND RECENT BUSINESS DEVELOPMENTS................................11
USE OF PROCEEDS..............................................................14
DILUTION.....................................................................14
PLAN OF DISTRIBUTION.........................................................15
LEGAL MATTERS................................................................16
EXPERTS......................................................................16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................16
WHERE YOU CAN FIND MORE INFORMATION..........................................17
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, or SEC, using a "shelf " registration
process. Under this shelf registration process, we may sell up to a total of
5,000,000 shares of common stock from time to time in one or more offerings.
This prospectus provides you with a general description of our company, risks
associated with investment in our common stock and the common stock that we may
offer. Each time we sell common stock, we will provide a prospectus supplement
that will contain more specific information about the terms of the offering. We
may also add, update or change in the prospectus supplement any of the
information contained in this prospectus. This prospectus may not be used to
sell any of the common stock unless accompanied by a prospectus supplement. You
should carefully read this prospectus and the prospectus supplement, together
with the documents to which we refer you under "Where You Can Find Additional
Information" in this prospectus, before you invest in our common stock.
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RISK FACTORS
This offering involves a high degree of risk. Before you invest in our
common stock, 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 our common stock.
We have not generated any substantial operating revenues and may not ever
generate substantial revenues.
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To date, we have not generated substantial revenues from operations. As
of September 30, 2003, we have generated $310,070 of revenues from our titanium
and nanoparticle processing technology and $28,270 from use of our centrifugal
jig in consulting contracts. We have not generated any revenue from our
Tennessee mineral property. We believe that our titanium and nanoparticle
processing technology is the only of our three lines of business that may
generate significant revenues in the foreseeable future. We have no sales or
other commitments with respect to substantial revenues from our titanium and
nanoparticle processing technology and can provide no assurance that we will
generate substantial revenues.
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 2002 were $7,856,711, and our
losses from operations during the first nine months of 2003 were $3,574,121. We
will continue to experience a net operating loss until, and if, one of the
applications of our titanium and nanoparticle processing technology begins
generating significant revenues. Even if any or all applications of the titanium
and nanoparticle processing technology 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 15, 2003, we had $3,059,972 in cash. We do not expect
that this capital, when combined with projected revenues from nanoparticle
sales, will be sufficient to fund our ongoing operations beyond October 31,
2004. We will need to raise significant amounts of additional capital in the
future in order to sustain our ongoing operations and continue the testing and
additional development work necessary to complete the development of various
applications of our titanium and nanoparticle processing technology. In
addition, we will need additional capital to maintain our Tennessee mineral
property and centrifugal jig until we can effect (or determine that we are
unable to effect) a strategic transaction with such assets.
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, particularly a continued absence of
significant revenue;
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o the amount of our capital needs;
o the market's perception of nanotechnology and/or minerals stocks;
o the economics of projects being pursued;
o the market's perception of our ability to generate revenue through
the licensing or use of our nanoparticle technology for
pharmaceutical, pigment production, nanoparticle production and
other uses;
o the market's perception of the value of our centrifugal jig and our
Tennessee mineral property; and
o the price, volatility and trading volume of our shares of common
stock.
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.
Because of our limited working capital, we are vulnerable to any event that
might temporarily affect our ability to raise capital.
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We frequently have only enough working capital to support operations
for a few months. For example, as of December 15, 2003, we had $3,059,972 in
cash, which is sufficient to sustain our operations only through October 31,
2004. As a result, we are required to sell common stock, warrants and other
securities on a periodic basis in order to obtain capital necessary to continue
operations. If at any time we are unable to raise capital for an extended period
of time, we may be unable to continue as a going concern. Factors that could
limit our ability to raise capital for an extended period of time, in addition
to mere absence of demand for our securities, may include the following:
o delays in the effectiveness of a registration statement or our
ability to use our periodic reports as disclosure documents in
capital raising transactions as a result of a review by the SEC of
our periodic reports, a registration statement or other filings
with the SEC;
o the initiation of significant litigation against our company by a
shareholder or other person;
o the initiation of an investigation into our company or its
representatives by the SEC or other regulatory authority;
o the issuance of a stop order or similar order by the SEC or another
regulatory agency; and
o the delisting of our common stock from the Nasdaq SmallCap Market,
in part because of its affect on our eligibility to register
securities on Form S-3.
Our patents and other protective measures may not adequately protect our
proprietary intellectual property, and we may be infringing on the rights of
others.
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We regard our intellectual property, particularly our proprietary
rights in our titanium and nanoparticle processing technology, as critical to
our success. We have received various patents, and filed other patent
applications, for various applications and aspects of our titanium and
nanoparticle processing technology and other intellectual property. In addition,
we generally enter into confidentiality and invention agreements with our
employees and consultants. Such patents and agreement and various other measures
we take to protect our intellectual property from use by others may not be
effective for various reasons, including the following:
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o Our pending patent applications may not be granted for various
reasons, including the existence of similar patents or defects in
the applications;
o The patents we have been granted may be challenged, invalidated or
circumvented because of the pre-existence of similar patented or
unpatented intellectual property rights or for other reasons;
o Parties to the confidentiality and invention agreements may seek to
have such agreements declared unenforceable or, despite their
enforceability, may breach such agreements;
o The costs associated with enforcing patents, confidentiality and
invention agreements or other intellectual property rights may make
aggressive enforcement cost prohibitive;
o Even if we enforce our rights aggressively, injunctions, fines and
other penalties may be insufficient to deter violations of our
intellectual property rights; and
o Other persons may independently develop proprietary information and
techniques that, although functionally equivalent or superior to
our intellectual proprietary information and techniques, do not
breach our patented or unpatented proprietary rights.
Because the value of our company and common stock is rooted primarily in our
proprietary intellectual property rights, our inability to protect our
proprietary intellectual property rights or gain a competitive advantage from
such rights could have a material adverse effect on our business.
In addition, we may inadvertently be infringing on the proprietary
rights of other persons and may be required to obtain licenses to certain
intellectual property or other proprietary rights from third parties. Such
licenses or proprietary rights may not be made available under acceptable terms,
if at all. If we do not obtain required licenses or proprietary rights, we could
encounter delays in product development or find that the development or sale of
products requiring such licenses is foreclosed.
We have a substantial number of warrants and options outstanding and may issue a
significant number of additional shares upon exercise thereof.
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As of September 30, 2003, there were outstanding warrants to purchase
up to 13,032,277 shares of common stock and options to purchase up to 3,991,700
shares of common stock. The existence of such warrants and options, and any
additional warrants and options we issue in the future, may hinder future equity
offerings, and the exercise of such warrants and options may further dilute the
interests of all shareholders. Substantially all of the warrants are subject to
resale registration statements, and all of the options are subject to a
registration statement on Form S-8. Accordingly, future resale of the shares of
common stock issuable on the exercise of such warrants and options may generally
occur immediately after exercise and may have an adverse effect on the
prevailing market price of the shares of common stock.
Our competitors may be able to raise money and exploit opportunities more
rapidly, easily and thoroughly than we can.
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We have limited financial and other resources and, because of our early
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
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competitors may have better access to capital and other significant resources
than we do and, as a result, may be able to exploit acquisition, development and
joint venture opportunities more rapidly, easily or thoroughly than we can.
We have issued a $3,000,000 note to secure the purchase of the land and the
building where our titanium and nanoparticle processing assets are located.
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In August 2002, we entered into a purchase and sale agreement with BHP
Minerals International Inc. to purchase the land, building and fixtures in Reno,
Nevada where our titanium and nanoparticle processing assets are located. In
connection with this transaction, we issued to BHP a note in the amount of
$3,000,000, at an interest rate of 7%, secured by the property we acquired. The
first payment of $600,000 of principal plus accrued interest is due February 8,
2006. Additional payments of $600,000 plus accrued interest are due annually on
February 8, 2007 through 2010. If we fail to make the required payments on the
note, BHP has the right to foreclose and take the property. If this should
occur, we would be required to relocate our primary operating assets and
offices, causing a significant disruption in our business.
Operations using the titanium and nanoparticle processing technology, our
centrifugal jig or our Tennessee mineral property may lead to substantial
environmental liability.
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Virtually any prior or future use of the titanium and nanoparticle
processing technology, our centrifugal jig or our 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.
Certain of our experts and directors reside in Canada and may be able to avoid
civil liability.
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We are a Canadian corporation, and three 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 U.S. securities laws. It is uncertain
whether Canadian courts would (i) enforce judgments of U.S. courts obtained
against us or such directors, officers or experts predicated upon the civil
liability provisions of U.S. securities laws or (ii) impose liability in
original actions against us or our directors, officers or experts predicated
upon U.S. 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 Chief Executive Officer, and Dr. Rudi
Moerck, our President. The loss or unavailability of Dr. Long or Dr. Moerck
could have a material adverse effect on our business and the market price of our
shares of common stock. We do not carry key man insurance on the lives of Dr.
Long or Dr. Moerck.
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We may issue substantial amounts of additional shares without stockholder
approval.
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Our articles of incorporation authorize the issuance of an unlimited
number of shares of common stock that may be issued without any action or
approval by our stockholders. In addition, we have two stock option plans and a
stock purchase plan that have potential for diluting the ownership interests of
our stockholders. The issuance of any additional shares of common stock would
further dilute the percentage ownership of Altair held by existing stockholders.
The market price of our common stock is extremely volatile.
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Our shares of common stock are listed on the Nasdaq SmallCap Market.
Trading in our common stock has been characterized by a high degree of
volatility. Trading in our common stock may continue to be characterized by
extreme volatility for numerous reasons, including the following:
o Uncertainty regarding the viability of the titanium and
nanoparticle processing technology, our centrifugal jig or our
Tennessee mineral property;
o Dominance of trading in our common stock by a small number of
firms;
o Positive or negative announcements by us or our competitors;
o Uncertainty regarding our ability to maintain our listing on the
Nasdaq SmallCap Market and/or continue as a going concern;
o Industry trends, general economic conditions in the United States
or elsewhere or the general markets for equity securities, minerals
or commodities; and
o Speculation by short sellers of our common stock or other persons
who stand to profit from a rapid increase or decrease in the price
of our common stock.
We may be delisted from the Nasdaq SmallCap Market.
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Our listing on the Nasdaq SmallCap Market is conditioned upon our
compliance with the NASD's continued listing requirements for such market,
including the $1.00 per share minimum bid requirement. During the first nine
months of 2003, the market price for our common stock fluctuated in a price
range that frequently dipped below $1.00, and the market price for our common
stock remained below $1.00 during much of 2002. If the market price for our
common stock falls and remains below $1.00 per share for an extended period of
time, we may be delisted from the Nasdaq SmallCap Market. Delisting from the
Nasdaq SmallCap Market would likely have a significant negative impact on the
trading price, volume and marketability of our common stock.
We have never declared a cash dividend and do not intend to declare a cash
dividend in the foreseeable future.
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We have never declared or paid cash dividends on our common stock. 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 stock in the
foreseeable future.
We may be unable to exploit any potential pharmaceutical application of our
titanium and nanoparticle processing technology.
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We do not presently have the technical or financial resources to
conduct clinic tests on, and take to market, any pharmaceutical application of
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our titanium and nanoparticle processing technology. In order for us to get any
significant, long-term benefit from any potential pharmaceutical application of
our technology, the following must occur:
o we must enter into an evaluation license or similar agreement with
a pharmaceutical company under which such company would pay a fixed
or contingent fee for the right to evaluate a pharmaceutical use of
our technology for a specific period of time and for an option to
purchase or receive a license for such use of our technology;
o tests conducted by such pharmaceutical company would have to
indicate that the pharmaceutical use of our technology is safe,
technically viable and financially viable;
o such pharmaceutical company would have to apply for and obtain FDA
approval of the pharmaceutical use of our technology, or any
related products, which would involve extensive additional testing;
and
o such pharmaceutical company would have to successfully market the
product incorporating our technology.
As of the date of this prospectus, we have not entered into an evaluation
license or similar agreement with a pharmaceutical company. We may never enter
into any such license or agreement. If we do enter into such a license or
similar agreement, we may receive some payments in various stages of the testing
and evaluation of the pharmaceutical application of our technology. We do not,
however, expect to receive significant ongoing revenue unless and until an end
product incorporating the technology goes to market.
We may not be able to license our technology for titanium dioxide pigment
production.
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Because of our relatively small size and limited resources, we do not
plan to use our titanium processing technology for large-scale production of
titanium dioxide pigments. We have entered into discussions with various
minerals and materials companies about licensing our technology to such entities
for large-scale production of titanium dioxide pigments. We have not entered
into any long-term licensing agreements with respect to the use of our titanium
processing technology for large-scale production of titanium dioxide pigments
and can provide no assurance that we will be able to enter into any such
agreements. Even if we enter into such agreements, we would not receive
significant revenues from such licenses until feasibility testing is complete
and, if the results of feasibility testing were negative, would not receive
significant revenues at any time.
We may not be able to sell nanoparticles produced using the titanium and
nanoparticle processing technology.
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We plan to use the titanium and nanoparticle processing technology to
produce titanium dioxide nanoparticles. Titanium dioxide nanoparticles and other
products we intend to initially produce with the titanium and nanoparticle
processing technology generally must be customized for a specific application
working in cooperation with the end user. We are still testing and customizing
our titanium dioxide nanoparticle products for various applications and have no
long-term agreements with end users to purchase any of our titanium dioxide
nanoparticle products. We may be unable to recoup our investment in the titanium
and nanoparticle processing technology and titanium and nanoparticle processing
equipment for various reasons, including the following:
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o products utilizing our titanium dixoide nanoparticle products, most
of which are in the research or development stage, may not be
completed or, if completed, may not be readily accepted by expected
end users;
o we may be unable to customize our titanium dioxide nanoparticle
products to meet the distinct needs of potential customers;
o potential customers may purchase from competitors because of
perceived or actual quality or compatibility differences;
o our marketing and branding efforts may be insufficient to attract a
sufficient number of customers; and
o because of our limited funding, we may be unable to continue our
development efforts until a strong market for nanoparticles
develops.
Our costs of production may be too high to permit profitability.
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We have not produced any pigments, nanoparticles or other products
using our titanium and nanoparticle 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
titanium dioxide and other products at a lower price than is economical for us.
In addition, even if our initial costs are as anticipated, the titanium
and nanoparticle 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 titanium dioxide nanoparticles and related
products to be unprofitable.
We have not created a production model of our centrifugal jig and are presently
focusing our resources on other projects.
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We have not developed a production model of any series of our
centrifugal jig and have determined to discontinue investing significant assets
on its development. In October 2003, we entered into a technology license
agreement with Bateman Luxembourg S.A. for the manufacture, installation and
operation of our centrifugal jig. Such agreement permits Bateman to opt out
after a six-month testing period. In addition, although the agreement permits us
to cancel the agreement if certain production and use thresholds are not met, it
does not require Bateman to produce or utilize our centrifugal jig. There is no
assurance that Bateman will ever utilize our centrifugal jig in its projects or
pay fees to us. We do not otherwise expect to complete our own testing and
development of our centrifugal jig in the near future and have determined to
focus most of our limited resources on the titanium and nanoparticle processing
technology.
Even if we or Bateman were to complete development of and begin
marketing a production model of our centrifugal 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
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included in our centrifugal jig initially proves attractive to potential end
users, performance problems and maintenance issues may limit the market for our
centrifugal jig.
In addition, all of the initial patents issued on our centrifugal 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 our
centrifugal 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. We may be unable to enforce even
our patents that have not yet expired.
We have suspended exploration of our Tennessee mineral property and do not
expect to restart testing efforts.
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Due to a shortage of working capital, we have suspended feasibility
testing of our Tennessee mineral property. We do not expect to obtain an amount
of working capital sufficient to again start feasibility testing of our
Tennessee mineral property and do not have a reasonable expectation of
developing a mine on such property in the future.
We may be unable to use, sell, license or otherwise dispose of our centrifugal
jig or our Tennessee mineral property in a manner that enhances the value of our
common stock.
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We have determined to limit our expenditures on our centrifugal jig and
Tennessee mineral property to the minimum necessary to preserve their basic
value for the short term. We are reviewing the viability and desirability of
various strategic alternatives for our centrifugal jig and our Tennessee mineral
property, including their possible sale, use in a joint venture, spin-off to
shareholders or other transactions. We can not, however, provide any assurance
that we will be successful in using or disposing of such assets in a manner that
provides value to shareholders. In fact, costs associated with a disposition or
other transaction may exceed any value achieved from such transaction.
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,
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uncertainties regarding the development and commercialization of the titanium
and nanoparticle processing technology and uncertainties regarding our ability
to obtain capital sufficient to continue our operations and pursue our proposed
business strategy.
OUR BUSINESS AND RECENT BUSINESS DEVELOPMENTS
Our Business
We are a development-stage Canadian company whose primary business is
developing and commercializing the titanium and nanoparticle processing
technology that we acquired in 1999. The titanium and nanoparticle processing
technology has potential to produce both titanium pigments, which are
commercially traded in bulk, and nanoparticles, which are sold on specialty
product markets. The titanium and nanoparticle processing technology is also
being tested, as part of a research program funded by the Department of Defense,
in the production of feedstocks for the manufacture of titanium metal. In
addition, we have developed a pharmaceutical application of such technology.
This application is a new active pharmaceutical ingredient that we call
RenaZorb(TM), which is designed to be useful in the treatment of elevated serum
phosphate levels in patients undergoing kidney dialysis. Our research,
development and marketing efforts are currently directed toward these four
applications of our proprietary technology.
We have also developed prototypes of our centrifugal jig and have
conducted a feasibility study and constructed a pilot plant on a mining property
that we lease in Tennessee. However, in order to focus our resources on our
titanium and nanoparticle processing technology, we are limiting our
expenditures on our mining assets to the minimum necessary to preserve the
possibility of using or disposing of such assets in a manner beneficial to
Altair and its shareholders.
Recent Business Developments
As outlined in greater detail in the section of this prospectus
entitled "Incorporation of Certain Documents by Reference," the SEC permits us
to incorporate by reference into this prospectus information filed separately
with the SEC. The information incorporated by reference includes important
business and financial information regarding our company. As a supplement to the
information in the annual, quarterly, current and other reports incorporated by
reference into the prospectus, the following section describes, as of the date
of this prospectus, certain key developments related to the business and
prospectus of Altair:
Titanium Metals Corporation. In July 2003, we entered into the
memorandum of understanding with Titanium Metals Corporation to provide custom
oxide feedstocks for a novel, four-year, titanium metal research program funded
by the Department of Defense, Defense Advanced Research Projects Agency. The
program's goal is to lower the cost of titanium metal and titanium metal alloys
to enable a broader market use. The Department of Defense is specifically
interested in lowering the cost to provide for a broader use in military
applications such as aerospace and weapons systems. The memorandum of
understanding does not provide for immediate revenues to Altair; we are,
however, in discussions with Titanium Metals Corporation and the Department of
Defense concerning development contracts to provide revenue and offset costs.
11
RenaZorb(TM). RenaZorb(TM) is a potential drug using our technology
that may be useful in phosphate control in kidney dialysis patients.
Pre-clinical trials, in-vitro testing and animal testing done to date indicate
RenaZorb(TM) may be effective for use with kidney dialysis patients with
end-stage renal disease. We have not, however, conducted human trials using
RenaZorb(TM) or submitted an application to the FDA seeking approval to market
RenaZorb(TM). During April 2003, we hired a consultant to contact pharmaceutical
companies that may be interested in doing further tests and negotiating a
license agreement for rights to produce RenaZorb(TM). To date, several such
companies have expressed an interest in RenaZorb(TM), which is a lanthanum-based
compound. An alternative lanthanum-based drug candidate, Fosrenol(TM), produced
by Shire Pharmaceuticals Group plc, is currently under review for approval by
the FDA. We do not expect to be able to enter into a license agreement unless
and until Fosrenol(TM) obtains FDA approval, and we cannot predict when or if
FDA approval for Fosrenol(TM) will be granted. Even if FDA approval is granted
for Fosrenol(TM), we can provide no assurance that we will subsequently be able
to enter into a license agreement for our lanthanum-based product, RenaZorb(TM).
If we are able to enter into a license agreement, we are uncertain what the
terms of the license would be, but pharmaceutical license agreements often
involve up-front or staged payments, in addition to royalties if FDA approval is
obtained and the drug is marketed.
Our Hydrochloride/Titanium Pigment Production Process. We have
submitted proposals to five international minerals and energy resources
companies to develop and license our titanium pigment production process. We
have completed initial testing for the first company and submitted a phase-two
proposal for the economic evaluation of a demonstration titanium dioxide pigment
plant that could be expanded to a full-scale plant with production capabilities
of between 10,000 and 20,000 metric tons of titanium dioxide pigment per year.
We have been informed that this proposal is under consideration and subject to
due diligence evaluation. If the phase-two proposal is accepted in some form, we
would expect to generate limited revenues in exchange for the testing and
development work associated with the evaluation of a demonstration titanium
dioxide plant. A licensing agreement associated with a full-scale plant would be
expected to generate significant revenues in the long-term, but significant
up-front revenues from such an agreement are unlikely.
We have submitted phased development proposals for the testing and
economic evaluation of our titanium pigment production process technology to the
other four minerals and energy resources companies during the first three
quarters of 2003. We recently entered into a testing and development license
with one of these companies, called Avireco and located in Vietnam, and
anticipate we may enter into additional testing licenses during 2004. If the
results of testing by one or more such companies is positive, we hope to enter
into a long-term license agreement for regional exclusive use of the pigment
technology. If one or more of such minerals and energy resources companies
obtains such a license and subsequently constructs a full-scale production
plant, we would expect to receive development fees and royalties over the
long-term, but no significant up-front payments. We can provide no assurance
that the results of any testing will be positive, that we will enter into a
long-term license or that the licensee will construct a full-scale production
plan in order to use our technology.
Battery Technology. We have developed a proprietary process to
manufacture nano-sized lithium titanate spinel for use in lithium ion batteries
requiring fast charge and discharge rates and high energy, such as car
batteries. Battery prototypes utilizing our nano-sized lithium titanate spinel
12
have been developed by Rutgers Energy Storage Research Group (formerly known as
Telcordia Technologies) and, according to Rutgers Energy, exhibit battery
characteristics that significantly exceed Department of Energy standards. The
Department of Energy standards, as reported by Rutgers Energy, were established
through a cooperative research and development program between the federal
government and the United States Council for Automotive Research. To date, we
have supplied only sample quantities of lithium titanate spinel to Rutgers
Energy and other battery research groups, and we have no contracts for delivery
of additional materials. New battery technology and the incorporation of new
materials such as lithium titanate spinel may require significantly long lead
times for development prior to commercial production. There is no certainty as
to when sales of our lithium titanate spinel will reach commercial levels, if
ever.
Dental Applications. We have developed a nano-sized zirconium oxide
material that may have applications in dental products such as fillings and
prosthetic devices. We have recently placed our first samples of this material
with developers of non-toxic UV-cured dental materials. Zirconium oxide is
currently being tested in this application by others but it is not currently
used commercially in dental devices, and there is no assurance that future
dental applications will prove feasible or economic. Zirconia does possess
certain characteristics such as hardness and opaqueness to x-rays that suggest
use in dental filling applications in a polymer matrix, but this application
would have to be proven through testing. Testing is being conducted by the
Southwest Research Institute, San Antonio, Texas under a National Institute of
Health grant.
Government Sponsored Research. In September 2003, we entered into an
agreement with Western Michigan University to provide research services
involving a technology used in the detection of chemical, biological and
radiological agents. The teaming/research agreement with Western Michigan
University, funded by the Department of Energy, provides for total payments to
Altair of $356,500 over a two-year period. We are also actively pursuing other
government grants through joint teaming agreements and government Small Business
Innovative Research proposals.
Altair Centrifugal Jig and Tennessee Mineral Property. In October 2003,
we entered into a technology license agreement with Bateman Luxembourg S.A. for
the manufacture, installation and operation of our centrifugal jig. Under the
terms of the agreement, Bateman will have exclusive use of our centrifugal jig
for specifically identified applications in selected territories throughout the
world. Following a six-month trial testing period, Bateman may opt out of the
agreement. We will be compensated by Bateman through a licensing fee for each
project managed by Bateman that utilizes our centrifugal jig. Compensation is
determined by an agreed upon formula and will vary based on the size and scope
of the individual projects. We retain the right to use our centrifugal jig for
our own projects. The agreement contains certain thresholds that, if not
achieved by Bateman, could result in the termination of the agreement at our
option. There is no assurance that Bateman will ever utilize our centrifugal jig
in its projects or pay fees to Altair. Bateman is not required to pay any fees
under the agreement unless and until Bateman begins generating revenue using our
centrifugal jig.
Notwithstanding this positive development with respect to our
centrifugal jig, we are taking steps to more narrowly focus our limited
resources on the development and exploitation of our titanium and nanoparticle
processing technology. Accordingly, we have determined to limit our expenditures
on our centrifugal jig and our Tennessee mineral property to the minimum amount
13
necessary to preserve their basic value for the short term. We are reviewing the
viability and desirability of various strategic alternatives for our centrifugal
jig and our Tennessee mineral property, including their possible sale, use in a
joint venture, spin-off to shareholders or other transactions. We can not,
however, provide any assurance that we will be successful in using or disposing
of such assets in a manner that provides value to shareholders.
USE OF PROCEEDS
Unless we specify otherwise in an accompanying prospectus supplement,
we intend to use the net proceeds we receive from the sale of shares offered by
this prospectus and the accompanying prospectus supplement for general corporate
purposes. General corporate purposes may include working capital and capital
expenditures.
We may temporarily invest the net proceeds in demand accounts or
short-term interest-bearing securities until we use them for their stated
purpose.
DILUTION
Our net tangible book value (deficit) at September 30, 2003 was
$5,442,361 or approximately $0.14 per share of common stock. Net tangible book
value of a company is the value of all of its tangible assets, less the value of
all liabilities. Net tangible book value per share of common stock is the net
tangible book value of the company divided by the number of shares of common
stock issued and outstanding.
If all of the 5,000,000 shares of common stock to which this prospectus
relates are sold at an assumed sale price of $2.00 per share, our net tangible
book value would be $15,442,361 or $0.34 per share of common stock at September
30, 2003, resulting in an immediate increase in net tangible book value of
$10,000,000, or approximately $0.20 per share of common stock to existing
shareholders and an immediate dilution of approximately $1.66 per share of
common stock to purchasers.
The following table illustrates dilution on a per share of common stock
and per offering basis:
Per Share Per Offering
--------- ------------
Offering price (1) $2.00 $10,000,000
Net tangible book value (deficit) at September 30, 2003 $0.14 $5,442,361
Increase attributable to purchase by new investors(2) $0.20 $10,000,000
Pro forma net tangible book value (deficit) after the offering $0.34 $15,442,361
(2)
Pro forma net tangible book value dilution to new investors (3) $1.66 $8,290,000
(1) Reflects the sale of 5,000,000 shares of common stock at an assumed
purchase price per share of $2.00. The actual purchase price will vary,
and may differ materially, from the estimated price.
(2) Assumes that the number of shares of common stock outstanding as of
September 30, 2003 was 40,159,921 and that the 5,000,000 shares of
common stock to which this prospectus relates are sold at a price of
$2.00 per share. Does not reflect the possible issuance of additional
shares of common stock upon the exercise of outstanding options and
warrants.
14
(3) Dilution represents the difference between the assumed amount paid
by investors (assumed for the purpose of illustration to be $2.00 per
share) and the pro forma net tangible book value after the offering
contemplated by this prospectus.
PLAN OF DISTRIBUTION
We may sell common stock pursuant to this prospectus and an
accompanying prospectus supplement:
o directly to purchasers;
o to or through underwriters or dealers;
o through agents; or
o through a combination of such methods or any other method permitted
by law.
If we offer the common stock directly to purchasers or to purchasers
through agents, the shares sold may be sold at a single closing and at a single
price or at multiple closings and at multiple prices. We expect that the price
or prices for any shares sold in such circumstances will reflect our
negotiations with prospective investors as part of a book-building process, the
market price of our common stock, recent trends in the market price of our
common stock, other factors considered material by the prospective investors,
and, if applicable, consultation with any agent involved with the sale or sales.
Regardless of the method used to sell the common stock, we will provide
this prospectus and an accompanying prospectus supplement that will disclose:
o the identity of any underwriters, dealers or agents, if any, that
purchase or participate in the sales of the common stock;
o the material terms of the sale, including the number of shares
sold, the purchase price for the shares, which may be at a discount
from the last reported sale price of our common stock on the Nasdaq
SmallCap Market prior to such sale, the amount and nature of the
proceeds or other consideration we will receive, and any
over-allotment option that any underwriters for the shares may
have;
o the amount of any compensation, discounts, commissions or
concessions to be received by or allowed or reallowed to the
underwriters, dealers or agents;
o the terms of any indemnification provisions, including
indemnification from liabilities under the federal securities laws;
and
o the nature of any transaction by any underwriter, dealer or agent
during the offering that is intended to stabilize or maintain the
market price of our common stock.
15
In addition to selling common stock to purchasers for cash, we may sell common
stock to purchasers in consideration for promissory notes, services performed or
goods provided to us or in satisfaction of outstanding indebtedness.
LEGAL MATTERS
The validity of the shares being offered hereby is being passed upon
for us by Goodman and Carr LLP, Ontario, Canada. If shares are distributed in an
underwritten offering, certain legal matters will be passed upon for the
underwriters by counsel identified in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from the Company's Annual Report on Form 10-K, as amended by Form
10-K/A, for the year ended December 31, 2002 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report (which report
expresses an unqualified opinion and includes an explanatory paragraph referring
to the uncertainty that the Company will be able to continue as a going
concern), 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
Securities Exchange Act of 1934, as amended. 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,
2002, filed with the SEC on March 17, 2003, as amended by Amendment
No. 1 on Form 10-K/A filed with the SEC on April 29, 2003.
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2003 filed with the SEC on May 14, 2003.
(c) Our Current Report on Form 8-K filed with the SEC on May 28, 2003.
(d) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2003 filed with the SEC on August 13, 2003.
16
(e) Our Quarterly Report on Form 10-Q for the quarter ended September
30, 2003 filed with the SEC on November 14, 2003.
(f) The description of the common stock contained in our Current Report
on Form 8-K filed with the SEC on July 18, 2002.
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 we file 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 us, that file electronically with the SEC.
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 that are not specifically incorporated by reference in such
documents). Please direct written requests for such copies to Altair
Nanotechnologies Inc. at 204 Edison Way, Reno, Nevada 89502, U.S.A., Attention:
Ed Dickinson, Chief Financial Officer. Telephone requests may be directed to the
office of the Chief Financial Officer at (775) 858-3750.
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the registrant's expenses of the
offering, sale and distribution of the shares being registered pursuant to this
registration statement. All of the amounts shown are estimates except the SEC
registration fees.
Item Amount
---- ------
SEC registration fees $846
NASD registration fees $22,500
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 $2,654
Total: $50,000
Item 15. Indemnification of Directors and Officers
Our Bylaws
The registrant's Bylaws provide that, to the maximum extent permitted
by law, the registrant shall indemnify a director or officer of the registrant,
a former director or officer of the registrant or another individual who acts at
the registrant's request as a director or officer, or an individual acting in a
similar capacity, of another entity, against all costs, charges and expenses,
including any amount paid to settle an action or satisfy a judgment, reasonably
incurred by the individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved because of
that association with the registrant or other entity. In addition, the
registrant's Bylaws require the registrant to advance monies to an indemnifiable
officer, director or similar person in connection with threatened or pending
litigation.
The Canada Business Corporations Act
Section 124 of the Canada Business Corporations Act provides as follows
with respect to the indemnification of directors and officers:
(1) A corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or another
individual who acts or acted at the corporation's request as a director or
officer, or an individual acting in a similar capacity, of another entity,
II-1
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other proceeding in
which the individual is involved because of that association with the
corporation or other entity.
(2) A corporation may advance moneys to a director, officer or other
individual for the costs, charges and expenses of a proceeding, but the
individual must repay the moneys if the individual does not fulfill the
conditions of subsection (3).
(3) A corporation may not indemnify an individual unless the individual
(a) acted honestly and in good faith with a view to the best
interests of the corporation, or, as the case may be, to the best
interests of the other entity for which the individual acted as
director or officer or in a similar capacity at the corporation's
request; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the individual had
reasonable grounds for believing that the individual's conduct was
lawful.
(4) A corporation may with the approval of a court, indemnify an
individual in respect of an action by or on behalf of the corporation or other
entity to procure a judgment in its favor, to which the individual is made a
party because of the individual's association with the corporation or other
entity against all costs, charges and expenses reasonably incurred by the
individual in connection with such action, if the individual fulfills the
conditions set out in subsection (3).
(5) An individual is entitled to indemnity from the corporation in
respect of all costs, charges and expenses reasonably incurred by the individual
in connection with the defense of any civil, criminal, administrative,
investigative or other proceeding to which the individual is subject because of
the individual's association with the corporation or other entity if the
individual seeking indemnity
(a) was not judged by the court or other competent authority
to have committed any fault or omitted to do anything that the
individual ought to have done; and
(b) fulfills the conditions set out in subsection (3).
(6) A corporation may purchase and maintain insurance for the benefit
of an individual against any liability incurred by the individual
(a) in the individual's capacity as a director or officer of
the corporation; or
(b) in the individual's capacity as a director or officer, or
similar capacity, of another entity, if the individual acts or acted in
that capacity at the corporation's request.
(7) A corporation, an individual or an entity may apply to a court for
an order approving an indemnity under this section and the court may so order
and make any further order that it sees fit.
II-2
(8) An applicant under subsection (7) shall give the Director notice of
the application and the Director is entitled to appear and be heard in person or
by counsel.
(9) On an application under subsection (7) the court may order notice
to be given to any interested person and the person is entitled to appear and be
heard in person or by counsel.
Employment Agreements With Certain Officers
Pursuant to an employment agreement with Dr. William P. Long, the Chief
Executive Officer and a director of the registrant, the registrant has agreed to
assume all liability for and to indemnify Dr. Long against 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 director of the registrant,
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 registrant, has agreed to assume all liability for and to
indemnify Patrick Costin (Vice President of the registrant and President of MRS)
against 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 registrant.
Other Indemnification Information
Indemnification may be granted pursuant to any other agreement, bylaw,
or vote of shareholders or directors. In addition to the foregoing, the
registrant maintains insurance through a commercial carrier against certain
liabilities which may be incurred by its directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant 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 registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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 Regulation S-K under the
Securities Act have been included herewith or have been filed previously with
the SEC as indicated below.
II-3
Exhibit No. Description Incorporated by Reference/Filed Herewith
---------------- ---------------------------------------- -------------------------------------------------------
1.1 Form of Underwriting Agreement(s) If the registrant enters into an underwriting
agreement, the registrant will file the agreement in
an amendment to this registration statement or in a
report on Form 8-K, in accordance with Item 601 of
Regulation S-K.
4.1 Form of Common Stock Certificate Incorporated by reference to Registration Statement
on Form 10-SB filed with the Commission on November
25, 1996, File No. 1-12497.
4.2 Amended and Restated Shareholder Incorporated by reference to the Company's Current
Rights Plan dated October 15, 1999, Report on Form 8-K filed with the Commission on
between the Company and Equity November 19, 1999, File No. 1-12497.
Transfer Services, Inc.
5 Opinion of Goodman and Carr LLP as to [to be filed by amendment]
legality of securities offered
23.1 Consent of Deloitte & Touche LLP Filed herewith.
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
II-4
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 SEC 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 registrant 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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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 registrant, the registrant 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant 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 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 December 18, 2003.
ALTAIR NANOTECHNOLOGIES INC
By /s/ William P. Long
---------------------------------
William P. Long
Chief Executive Officer
ADDITIONAL SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints William P.
Long and Edward H. Dickinson, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ William P. Long Chief Executive Officer and Director December 18, 2003
--------------------------- (Principal Executive Officer and
William P. Long authorized representative of the
Company in the United States)
/s/ Edward H. Dickinson Chief Financial Officer December 18, 2003
------------------------ (Principal Financial Officer and
Edward H. Dickinson Principal Accounting Officer)
/s/ James I Golla Director December 18, 2003
------------------
James I. Golla
Director
---------------------------
George E. Hartman
/s/ Robert Sheldon Director December 18, 2003
---------------------------
Robert Sheldon
II-6
/s/ Jon Bengtson Director December 18, 2003
------------------
Jon Bengtson
/s/ Rudi E. Moerck Director December 18, 2003
---------------------------
Rudi E. Moerck
II-7
EXHIBIT INDEX
The following exhibits required by Item 601 of Regulation S-K under the
Securities Act have been included herewith or have been filed previously with
the SEC as indicated below.
Exhibit No. Description Incorporated by Reference/Filed Herewith
---------------- ---------------------------------------- -------------------------------------------------------
1.1 Form of Underwriting Agreement(s) If the registrant enters into an underwriting
agreement, the registrant will file the agreement(s)
in an amendment to this registration statement or in
a report on Form 8-K, in accordance with Item 601 of
Regulation S-K.
4.1 Form of Common Stock Certificate Incorporated by reference to Registration Statement
on Form 10-SB filed with the Commission on November
25, 1996, File No. 1-12497.
4.2 Amended and Restated Shareholder Incorporated by reference to the Company's Current
Rights Plan dated October 15, 1999, Report on Form 8-K filed with the Commission on
between the Company and Equity November 19, 1999, File No. 1-12497.
Transfer Services, Inc.
5 Opinion of Goodman and Carr LLP as to [to be filed by amendment]
legality of securities offered
23.1 Consent of Deloitte & Touche LLP Filed herewith.
23.2 Consent of Goodman and Carr LLP Included in Exhibit No. 5.
24 Powers of Attorney Included on the signature page hereof.
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II-8