alti_8k-112408.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (date of earliest event reported): November 24,
2008
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Altair
Nanotechnologies Inc.
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(Exact
Name of Registrant as Specified in its
Charter)
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Canada
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1-12497
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33-1084375
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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204
Edison Way
Reno,
NV
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89502 |
| (Address of
Principal Executive Offices) |
(Zip
Code) |
| Registrant's
Telephone Number, Including Area Code: |
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(801)
858-3750
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| N/A |
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(Former
name, former address, and formal fiscal year, if changed since last
report)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
[_] Written communications pursuant
to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)
Item
1.01 Entry into a Material Definitive Agreement.
Voelker Employment
Agreement. On November 24, 2008, Altair Nanotechnologies Inc.
and its operating subsidiary Altairnano, Inc. (collectively, the "Company")
entered into an employment agreement with Dan Voelker in connection with his
promotion to Vice President of Engineering and Operations.
Under the employment agreement, Mr.
Voelker is entitled to an annual base salary of not less than $205,000, an
annual bonus target opportunity equal to 60% of his base salary upon achievement
of certain performance measures, and standard health and other
benefits. The employment agreement also includes an agreement by the
Company to add to his stock options and other equity awards a provision under
which vesting of the awards accelerates in connection with a change of
control. The employment agreement includes terms related to
protection of confidential information and 12-month non-competition and
non-solicitation covenants, and Mr. Voelker is required to sign the Company’s
standard agreement related to assignment of inventions.
The employment agreement is for a fixed
term of two years, provided that it automatically renews for an additional
two-year term if the Company does not provide written notice of its intent not
to renew the employment agreement at least 90-days prior to the end of the
initial term or any subsequent term. If Mr. Voelker’s employment is
terminated during the term by Mr. Voelker for good reason, which includes, among
other things, (a) the Company requiring Mr. Voelker to relocate his place of
employment without Mr. Voelker’s consent, or (b) a material adverse change in
Mr. Voelker’s title, position, and/or duties 90 days before or within one year
after a change of control, Mr. Voelker is entitled to a severance benefit equal
to his base salary and health benefits for one year. The one-year of
base salary and health benefits will be extended to 16 months if Mr. Voelker
consents to a relocation of his employment but subsequently terminates his
employment with the Company for good reason on or before the two-year
anniversary of such relocation.
If Mr. Voelker’s employment is
terminated by the Company without cause during the term, Mr. Voelker is entitled
to a severance benefit equal to his base salary for one year, health benefits
for 18 months and a lump sum bonus payment equal to 60% of his base salary, pro
rated based upon the percentage of the year elapsed prior to
termination. The one-year base salary severance benefit will be
extended to 16 months if Mr. Voelker consents to a relocation of his employment,
but his employment is subsequently terminated by the Company without cause on or
before the two-year anniversary of such relocation.
The severance provisions are designed
to comply with Section 409A under the Internal Revenue Code (“Section 409A”) and
provide for accrual and deferred payment of certain severance benefits that
would otherwise be subject to a 20% deferred compensation penalty tax under
Section 409A.
Mr. Voelker is not entitled to any
severance if his employment is terminated at any time by the Company with cause
or by Mr. Voelker without good reason.
The
description of the employment agreement set forth above is, by its nature, a
summary description and omits certain detailed terms set forth in the underlying
agreement. The summary set forth above is qualified by the terms and
conditions of the agreement attached as Exhibit 10.1 to this Current
Report.
Executive Officer
Amendments. Between November 24, 2008 and November 26, 2008,
the Company entered into amendments to the employment agreements with each of
Terry Copeland, its Chief Executive Officer, John Fallini, its Chief Financial
Officer, Steve Balogh, its Vice President of Human Resources, Robert Pedraza,
its Vice President of Corporate Strategy and Bruce Sabacky, its Chief Technology
Officer. The purpose of the amendments was to ensure that the
bonus and severance payments under the agreements are not subject to the 20%
penalty tax imposed on non-qualified deferred compensation by Section
409A.
In order to avoid or limit the
potential penalty tax, the amendments require that each executive’s annual bonus
be paid prior to March 15 of the year following the year in which it is
earned.
In addition, under the employment
agreements, if the executive’s employment is terminated during the term by the
executive for good reason, the executive is entitled to a severance benefit
equal to his base salary and health benefits for one year. The
one-year of base salary and health benefits is extended to 16 months if the
executive consents to a relocation of his employment but subsequently terminates
his employment with the Company for good reason on or before the two-year
anniversary of such relocation. As a result of the amendments, in
order to avoid a penalty tax, (i) all payments are deferred until a “separation
from service,” as defined in relevant IRS regulations, occurs, and (ii) any
portion of the base salary related severance benefit that would otherwise be
paid within six months of the executive’s separation of service is accrued and
paid more than six months after the separation of service.
Under the employment agreements, if the
executive’s employment is terminated by the Company without cause during the
term, the executive is entitled to a severance benefit equal to his base salary
for one year, health benefits for 18 months and a lump sum bonus payment equal
to 60% of his base salary, (80% for Terry Copeland) pro rated based upon the
percentage of the year elapsed prior to termination. The one-year
base salary severance benefit is extended to 16 months if the executive consents
to a relocation of his employment, but his employment is subsequently terminated
by the Company without cause on or before the two-year anniversary of such
relocation. As a result of the amendments, in order to avoid a
penalty tax, all payments are deferred until a “separation from service,” as
defined in relevant IRS regulations, occurs. In addition, if the
Company reasonably determines that any portion of the base salary or bonus
related severance benefit would be subject to the 20% penalty tax, the payment
of that portion will be deferred until six months following the executive’s
separation of service in order to comply with an exemption.
The
description of the amendments set forth above is, by its nature, a summary
description and omits certain detailed terms set forth in the underlying
amendments. The summary set forth above is qualified by the terms and
conditions of the amendments attached as Exhibits 10.2 and 10.3 to this Current
Report.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1
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Employment
Agreement with Dan
Voelker
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Form
of Amendment to Employment Agreement for Executive Officers (other
thanTerry
Copeland)
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10.3
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Amendment
to Employment Agreement for Terry
Copeland
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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Altair
Nanotechnologies Inc. |
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Dated: November
26, 2008
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By:
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/s/ John
Fallini |
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John
Fallini |
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Chief
Financial Officer |
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