As filed with the Securities and Exchange Commission on May 31, 2002
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 International Inc.
-------------------------
(Exact name of registrant as specified in its charter)
Province of Ontario, Canada None
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
William P. Long Copies to:
President
Altair International Inc. Brian G. Lloyd, Esq.
1725 Sheridan Avenue, Suite 140 Bryan T. Allen, Esq.
Cody, Wyoming 82414 STOEL RIVES LLP
(307) 587-8245 201 South Main Street, Suite 1100
------------------------------------- Salt Lake City, Utah 84111
(Name, address, including zip code, (801) 328-3131
and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement as
determined by market conditions.
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: [ ]
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 1,847,500(2) $.69 $1,274,775 $1,175
====================================================================================================================
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee, based upon the average of the high and low sales
prices for the common shares as reported on the Nasdaq National Market
on May 23, 2002.
(2) In addition, pursuant to Rule 416 of the Securities Act of 1933, this
Registration Statement covers a presently indeterminate number of
common shares issuable upon the occurrence of a stock split, stock
dividend, or other similar transaction.
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 SEC, acting pursuant to said Section 8(a), may
determine.
ALTAIR INTERNATIONAL INC.
1,847,500 Common Shares
__________________
This prospectus relates to the offering and sale of 1,847,500 common
shares of Altair International Inc., without par value. All of the offered
shares are to be sold by persons who are existing security holders and
identified in the section of this prospectus entitled "Selling Shareholders." Of
the common shares offered hereby, 1,300,000 are currently owned by the selling
shareholders and 547,500 are issuable upon the exercise of outstanding warrants
to purchase our common shares. In addition, pursuant to Rule 416 of the
Securities Act of 1933, as amended, this prospectus, and the registration
statements of which it is a part, cover a presently indeterminate number of
common shares issuable upon the occurrence of a stock split, stock dividend, or
other similar transaction.
We will not receive any of the proceeds from the sale of the shares
offered hereunder. In the United States, our common shares are listed for
trading under the symbol ALTI on the Nasdaq National Market. On May 23, 2002,
the closing sale price of a common share, as reported by the Nasdaq National
Market, was $.74 per share. Unless otherwise expressly indicated, all monetary
amounts set forth in this prospectus are expressed in United States Dollars.
Our principal office is located at 1725 Sheridan Avenue, Suite 140,
Cody, Wyoming 82414 U.S.A., and our telephone number is (307) 587-8245.
________________________________________________________________________________
Consider carefully the risk factors beginning on page 2 in this prospectus
before investing in the offered shares being sold with this prospectus.
________________________________________________________________________________
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.
Dated May 28, 2002
TABLE OF CONTENTS
RISK FACTORS..................................................................2
FORWARD-LOOKING STATEMENTS....................................................9
OUR COMPANY'S COMMON STOCK...................................................10
USE OF PROCEEDS..............................................................12
DILUTION.....................................................................12
SELLING SHAREHOLDERS.........................................................12
PLAN OF DISTRIBUTION.........................................................16
DESCRIPTION OF OFFERED SECURITIES............................................17
LEGAL MATTERS................................................................17
EXPERTS......................................................................18
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................18
WHERE YOU CAN FIND MORE INFORMATION..........................................19
RISK FACTORS
Before you invest in the offered securities described in this prospectus,
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 the offered securities.
We have not generated any substantial operating revenues and may not ever
generate substantial revenues.
To date, we have not generated substantial revenues from operations. We
have not generated revenues from the jig and are scaling back development
efforts in the near future. We have generated only $91,753 of sales revenues in
our nanoparticle business and have not completed exploration of the Tennessee
mineral property. We can provide no assurance that we will ever generate
revenues from the jig or the Tennessee mineral property or that we will generate
substantial revenues from the titanium processing technology.
We may continue to experience significant losses from operations.
We have experienced a loss from operations in every fiscal year since
our inception. Our losses from operations in 2000 were $6,647,367 and our losses
from operations in 2001 were $6,021,532. We will continue to experience a net
operating loss until, and if, the titanium processing technology, the jig and/or
the Tennessee mineral property begin generating significant revenues. Even if
any or all such products or projects 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.
As of March 31, 2001, we had $359,691 in cash, and a working capital
deficit of $2,544,331. Although we have raised additional capital since March
31, 2002, we do not expect that this capital, when combined with projected
revenues from nanoparticle sales, will be sufficient to fund our ongoing
operations. Accordingly, 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 place the titanium
processing technology into continuous operation. In addition, we will need
additional capital for testing and development of the jig or exploration of the
Tennessee mineral property. If we determine to construct and operate a mine on
the Tennessee mineral property, we will need to obtain a significant amount of
additional capital to complete construction of the mine and commence operations.
We may not be able 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;
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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 industry perception of our ability to recover produce minerals with the
jig or titanium processing technology or from the Tennessee mineral
property; and
o the price, volatility and trading volume of our common shares.
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.
Our competitors may be able to raise money and exploit opportunities more
rapidly, easily and thoroughly than we can.
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
competitors may have better access to capital and other significant resources
than we do and, as a result, may be able to exploit acquisition and development
opportunities more rapidly, easily or thoroughly than we can.
The sale of common shares issued upon the exercise of exchange rights or
warrants may place downward pressure on the market price of our common shares
and encourage short selling.
The sale in the open market of common shares issuable upon the exercise
of exchange rights under existing and recently terminated notes and warrants may
place downward pressure on the market price of our common shares. Speculative
traders may anticipate the exercise of exchange rights or warrants and, in
anticipation of a decline in the market price of our common shares, engage in
short sales of our common shares. Such short sales could further negatively
affect the market price of our common shares.
We have pledged substantial assets to secure the Secured Term Note.
We have pledged all of the intellectual property, fixed assets and
common stock of Altair Nanomaterials, Inc., our second-tier wholly-owned
subsidiary, to secure repayment of a Secured Term Note with a face value of
$2,000,000 issued on December 28, 2001. Altair Nanomaterials, Inc. owns and
operates the titanium processing technology we acquired from BHP in 1999. The
Secured Term Note is also secured by a pledge of the common stock and leasehold
assets of Mineral Recovery Systems, Inc., which owns and operates our leasehold
interests in the Camden, Tennessee area. If we default on the Secured Term Note,
severe remedies will be available to the holder of the Secured Term Note,
including immediate seizure and disposition of all pledged assets.
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Operations using the titanium processing technology, the jig or the Tennessee
mineral property may lead to substantial environmental liability.
Virtually any proposed use of the titanium processing technology, the
jig or the 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.
We are an Ontario corporation, and a majority 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 United States securities laws. It is
uncertain whether Canadian courts would (i) enforce judgments of United States
courts obtained against us or such directors, officers or experts predicated
upon the civil liability provisions of United States securities laws or (ii)
impose liability in original actions against Altair or its directors, officers
or experts predicated upon United States securities laws.
We are dependent on key personnel.
Our continued success will depend to a significant extent on the
services of Dr. William P. Long, our Chief Executive Officer, and Mr. C. Patrick
Costin, our Vice President and President of Fine Gold and MRS. The loss or
unavailability of Dr. Long or Mr. Costin could have a material adverse effect on
us. We do not carry key man insurance on the lives of Dr. Long or Mr. Costin.
We may issue substantial amounts of additional shares without stockholder
approval.
Our Articles of Incorporation authorize the issuance of an unlimited
number of common shares. All such shares may be issued without any action or
approval by our stockholders. In addition, we have two stock option plans which
have potential for diluting the ownership interests of our stockholders. The
issuance of any additional common shares would further dilute the percentage
ownership of Altair held by existing stockholders.
The market price of our common shares is extremely volatile.
Our common shares have been listed on the Nasdaq National Market since
January 26, 1998. Trading in our common shares has been characterized by a high
degree of volatility. Trading in our common shares may continue to be
characterized by extreme volatility for numerous reasons, including the
following:
o Uncertainty regarding the viability of the titanium processing
technology, the jig or the Tennessee mineral property;
o Continued dominance of trading in our common shares by a small number
of firms;
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o Positive or negative announcements by us or our competitors;
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 shares or other persons who
stand to profit from a rapid increase or decrease in the price of our
common shares.
We may be delisted from the Nasdaq National Market if the price of our common
shares remains below $1.00 per share or if our shareholders' equity does not
exceed $10,000,000 after November 1, 2002.
Effective February 12, 1998, Nasdaq adopted a rule requiring that the
minimum bid price for shares of common stock listed on the Nasdaq National
Market equal or exceed $1.00 per share. During the several weeks prior to the
date of this prospectus, the price of our common shares has remained below
$1.00. As a matter of practice, Nasdaq generally gives a company a notice of
delisting if its common stock trades below $1.00 for 30 consecutive trading
days. After receiving the notice, the company will generally be delisted if the
trading price for its common stock has not exceeded $1.00 for 10 consecutive
days within 90 days of the date of the notice. (Nasdaq is not, however, required
to give a company any grace period and may delist a company's stock immediately
after violation of an applicable rule.) Accordingly, if the price of our common
shares does not increase to more than $1.00 in the next few weeks and remain at
such level for a sustained period of time, or if Nasdaq decides to delist our
common shares based upon a short-term violation of the bid-price rule, we may be
delisted from the Nasdaq National Market.
In addition, on November 1, 2002, we will become subject to new
continued listing requirements. Under these new continued listing requirements,
we must have at least $10 million in stockholders' equity, or alternatively, a
market capitalization, total assets or total revenue of $50 million combined
with, among other things, a minimum bid price of $3.00 per share. As of March
31, 2002, our stockholders' equity was $7,368,434 and our market capitalization,
total assets and total revenue are substantially less than $50 million. If our
stockholders' equity does not increase to $10,000,000 or more by November 1,
2002 (or if we don't comply with the $50 million market
capitalization/asset/revenue and $3.00 bid price continued listing requirements
at that time), we may be delisted from the Nasdaq National Market.
Following such delisting, our common shares would likely be eligible
for quotation on the Nasdaq Small Cap, Nasdaq OTC Bulletin Board or other
quotation service. Nonetheless, even if our common shares are quoted on an
alternative quotation service, the fact of being delisted from the Nasdaq
National Market will likely have a negative affect on the price and trading
volume for our common shares. Once delisted, our common shares would not be
eligible for relisting until, among other things, our common stock traded at or
above $5.00 per share for a sustained period of time.
Future sales of currently restricted securities or common shares subject to
outstanding options may affect the market price of our common shares.
In general, Rule 144 of the Securities Act provides that outstanding
restricted common shares of Altair may be sold subject to certain conditions
beginning one year after issuance and, unless held by an affiliate of Altair,
may be sold without limitation beginning two years after issuance. Future sales
of currently restricted securities may have a negative effect on the market
price of our common shares.
5
In addition, shares issued upon exercise of options granted pursuant to
our employee stock option plans are presently registered under the Securities
Act. Subject to certain restrictions on resale by affiliates, such shares may be
sold without restriction. The sale of any substantial number of common shares
may have a depressive effect on the market price of our common shares.
We have never declared a cash dividend and do not intend to declare a cash
dividend in the foreseeable future.
We have never declared or paid cash dividends on our common shares. 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 shares in the
foreseeable future.
We may not be able to sell nanoparticles produced using the titanium processing
technology.
In the short run, we plan to use the titanium processing technology to
produce TiO2 nanoparticles. TiO2 nanoparticles and other products we intend to
initially produce with the titanium processing technology generally must be
customized for a specific application working in cooperation with the end user.
We are still testing and customizing our TiO2 nanoparticle products for various
applications and have no long-term agreements with end users to purchase any of
our TiO2 nanoparticle products. We may be unable to recoup our investment in the
titanium processing technology and titanium processing equipment for various
reasons, including the following:
o we may be unable to customize our TiO2 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.
In addition, the uses for such nanoparticles are limited, and the
market for such nanoparticles is small, estimated at 3,800 tons per annum. In
light of the small size of the market, the additional of a single manufacturer
may cause the price to drop to a point at which we cannot produce the
nanoparticles at a profit.
Our costs of production may be too high to permit profitability.
We have not produced any mineral products using our titanium 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 TiO2 and other products at a lower price than is
economical for Altair.
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In addition, even if our initial costs are as anticipated, the titanium
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 TiO2 nanoparticles and related products to be unprofitable.
We have not completed testing and development of the jig and are presently
focusing our resources on other projects.
We have not completed testing of, or developed a production model of,
any series of the jig. We do not expect to complete testing and development of
the jig during the coming year and have determined to focus most of our limited
resources on the titanium processing technology and the Tennessee mineral
property. We may never develop a production model of the jig.
Even if we complete development of the jig, the jig may prove unmarketable and
may not perform as anticipated in a commercial operation.
The designed capacity of the Series 12 jig is too small for coal
washing, heavy minerals extraction, and most other intended applications of the
jig, except use in small placer gold mines or similar operations. Even if the
Series 12 jig is completed and performs to design specifications in subsequent
tests or at a commercial facility, we believe that, because of its small
capacity, the potential market for the Series 12 jig is limited.
If we complete development of and begin marketing a production model of
the Series 30 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 included in the jig initially
proves attractive to potential end users, performance problems and maintenance
issues may limit the market for the jig.
The jig faces competition from other jig-like products and from alternative
technologies.
Various jig-like products and alternative mineral processing
technologies perform many functions similar or identical to those for which the
jig is designed. Results from further tests or actual operations may reveal that
these alternative products and technologies are better adapted to any or all of
the uses for which the jig is intended. Moreover, regardless of test results,
consumers may view any or all of such alternative products and technologies as
technically superior to, or more cost effective than, the jig.
Certain patents for the jig have expired, and those that have not expired may be
difficult to enforce.
All of the initial patents issued on the 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 the 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, especially outside of North
America. Accordingly, we may be unable to enforce even our patents that have not
yet expired.
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We have not completed examining the feasibility of mining the Tennessee mineral
property.
We are currently in the process of conducting feasibility testing of
the Tennessee mineral property. Because we are at an early stage of testing, we
are unable to provide any assurance that mining of the Tennessee mineral
property is feasible or to identify all processes that we would need to complete
before we could commence a mining operation on the Tennessee mineral property.
To the extent early feasibility testing yields positive results, we expect
feasibility testing to involve, among other things, the following:
o operating a pilot mining facility to determine mineral recovery
efficiencies and the quality of end products;
o additional drilling and sampling in order to more accurately
determine the quantity, quality and continuity of minerals on the
Tennessee mineral property;
o examining production costs and the market for products produced at
the pilot facility;
o designing any proposed mining facility;
o identifying and applying for the permits necessary for any proposed
full-scale mining facility; and
o attempting to secure financing for any proposed full-scale mining
facility.
Our test production at the pilot plant, economic analysis and
additional exploration activities may indicate any of the following:
o that the Tennessee mineral property does not contain heavy minerals
of a sufficient quantity, quality or continuity to permit any
mining;
o that production costs exceed anticipated revenues;
o that end products do not meet market requirements or customer
expectations;
o that there is an insufficient market for products minable from the
Tennessee mineral property; or
o that mining the Tennessee mineral property is otherwise not
economically or technically feasible.
Even if we conclude that mining is economically and technically
feasible on the Tennessee mineral property, we may be unable to obtain the
capital, resources and permits necessary to mine the Tennessee mineral property.
Market factors, such as a decline in the price of, or demand for, minerals
recoverable at the Tennessee mineral property, may adversely affect the
development of mining operations on such property. In addition, as we move
through the testing process, we may identify additional items that need to be
researched and resolved before any proposed mining operation could commence.
We cannot forecast the life of any potential mining operation located on the
Tennessee mineral property.
We have not explored and tested the Tennessee mineral property enough
to establish the existence of a commercially minable deposit (i.e. a reserve) on
such property. Until such time as a reserve is established (of which there can
be no assurance), we cannot provide an estimate as to how long the Tennessee
mineral property could sustain any proposed mining operation.
8
We may be unable to obtain necessary environmental permits and may expend
significant resources in order to comply with environmental laws.
In order to begin construction and commercial mining on the Tennessee
mineral property, we must obtain additional federal, state and local permits. We
will also be required to conform our operations to the requirements of numerous
federal, state and local environmental laws. Because we have not yet commenced
design of a commercial mining facility on the Tennessee mineral property, we are
not in a position to definitively ascertain which federal, state and local
mining and environmental laws or regulations would apply to a mine on the
Tennessee mineral property. Nevertheless, we anticipate having to comply with
and/or obtain permits under the Clean Air Act, Clean Water Act and Resource
Conservation and Recovery Act, in addition to numerous state laws and
regulations before commencing construction or operation of a mine on the
Tennessee mineral property. We can provide no assurance that we will be able to
comply with such laws and regulations or obtain any such permits. In addition,
obtaining such permits and complying with such environmental laws and
regulations may be cost prohibitive.
The market for commodities produced using the jig or at the Tennessee mineral
property may significantly decline.
If the jig is successfully developed and manufactured on a commercial
basis, we intend to use the jig, or lease the jig for use, to separate and
recover valuable, heavy mineral particles. Active international markets exist
for gold, titanium, zircon and many other minerals potentially recoverable with
the jig. Prices of such minerals fluctuate widely and are beyond our control. A
significant decline in the price of minerals capable of being extracted by the
jig could have significant negative effect on the value of the jig. Similarly, a
significant decline in the price of minerals expected to be produced on the
Tennessee mineral property could have a significant negative effect on the
viability of a mine or processing facility on such property.
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,
uncertainties regarding the development and commercialization of the titanium
9
rocessing technology and the jig, development risks associated with the
Tennessee mineral property and uncertainties regarding our ability to obtain
capital sufficient to continue our operations and pursue our proposed business
strategy.
OUR COMPANY'S COMMON STOCK
Price Range of Common Stock
Our common shares are quoted on the Nasdaq National Market under the
symbol "ALTI") The following table sets forth, for the periods indicated, the
high and low sales prices for our common shares, as reported on the Nasdaq
National Market.
Fiscal Year Ended December 31, 1999 Low High
---------------- ----------------
First Quarter $6.063 $9.875
Second Quarter 4.125 6.875
Third Quarter 3.875 5.000
Fourth Quarter 3.453 5.063
Fiscal Year Ended December 31, 2000 Low High
---------------- ----------------
First Quarter $3.625 $9.469
Second Quarter 2.750 5.625
Third Quarter 2.000 4.469
Fourth Quarter 0.719 3.500
Fiscal Year Ended December 31, 2001 Low High
---------------- ----------------
First Quarter $1.313 $3.438
Second Quarter 2.000 2.910
Third Quarter 1.240 2.740
Fourth Quarter 1.010 1.800
Fiscal Year Ending December 31, 2002 Low High
---------------- ----------------
First Quarter $0.750 $1.560
Second Quarter
(through May 23, 2002) 0.600 1.140
The last sale price of the common shares, as reported on the Nasdaq National
10
Market, on May 23, 2002 was $0.74.
Outstanding Shares and Number of Shareholders
As of May 23, 2002, the number of common shares outstanding was
24,583,791, held by approximately 500 holders of record. In addition, as of the
same date, we had reserved 5,241,700 common shares for issuance upon exercise of
options that have been, or may be, granted under our employee stock option plans
and 4,873,338 common shares for issuance upon the exercise of outstanding
warrants. In addition, we have issued the Secured Term Note, pursuant to which a
presently indeterminable number of additional common shares may be issued.
Dividends
We have never declared or paid dividends on our common shares.
Moreover, we currently intend to retain any future earnings for use in our
business and, therefore, do not anticipate paying any dividends on our common
shares in the foreseeable future.
Transfer Agent and Registrar
The Transfer Agent and Registrar for our common shares is Equity
Transfer Services, Inc., Suite 420, 120 Adelaide Street West, Toronto, Ontario,
M5H 4C3.
Canadian Taxation Considerations
Dividends paid on common shares owned by non-residents of Canada are
subject to Canadian withholding tax. The rate of withholding tax on dividends
under the Income Tax Act (Canada) (the "Act") is 25%. However, Article X of the
reciprocal tax treaty between Canada and the United States of America (the
"Treaty") generally limits the rate of withholding tax on dividends paid to
United States residents to 15%. The Treaty further generally limits the rate of
withholding tax to 5% if the beneficial owner of the dividends is a U.S.
corporation which owns at least 10% of the voting shares of the company.
If the beneficial owner of the dividend carries on business in Canada
through a permanent establishment in Canada, or performs in Canada independent
personal services from a fixed base in Canada, and the shares of stock with
respect to which the dividends are paid are effectively connected with such
permanent establishment or fixed base, the dividends are taxable in Canada as
business profits at rates which may exceed the 5% or 15% rates applicable to
dividends that are not so connected with a Canadian permanent establishment or
fixed base. Under the provisions of the Treaty, Canada is permitted to apply its
domestic law rules for differentiating dividends from interest and other
disbursements.
A capital gain realized on the disposition of our common shares by a
person resident in the United States (a "Non-resident") will be subject to tax
under the Act if the shares held by the Non-resident are "taxable Canadian
property." In general, our common shares will be taxable Canadian property if
the particular Non-resident used (or in the case of a Non-resident insurer, used
or held) the common shares in carrying on business in Canada or, where at any
time during the five-year period immediately preceding the realization of the
gain, not less than 25% of the issued and outstanding shares of any class or
series of shares of the Company were owned by the particular Non-resident, by
persons with whom the particular Non-resident did not deal at arms' length, or
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by any combination thereof. If the common shares constitute taxable Canadian
property, relief nevertheless may be available under the Treaty. Under the
Treaty, gains from the alienation of common shares owned by a Non-resident who
has never been resident in Canada generally will be exempt from Canadian capital
gains tax if the shares do not relate to a permanent establishment or fixed base
which the Non-resident has or had in Canada, and if not more than 50% of the
value of the shares was derived from real property (which includes rights to
explore for or to exploit mineral deposits) situated in Canada.
USE OF PROCEEDS
All proceeds from any sale of offered shares, less commissions and
other customary fees and expenses, will be paid directly to the selling
shareholders selling the offered shares. We will not receive any proceeds from
the sale of any of the offered shares.
DILUTION
Our unaudited net tangible book value at March 31, 2002 was $3,720,880,
or approximately $0.16 per each of the 22,903,831 common shares then
outstanding. Accordingly, new investors who purchase shares may suffer an
immediate dilution of the difference between the purchase price per share and
approximately $0.16 per share.
As of May 23, 2002, there were outstanding warrants and options to
purchase up to 8,815,038 common shares. The existence of such warrants and
options may hinder future equity offerings by us, and the exercise of such
warrants and options may have an adverse effect on the prevailing market price
of the common shares. Furthermore, the holders of warrants and options may
exercise them at a time when we would otherwise be able to obtain additional
equity capital on terms more favorable to us.
SELLING SHAREHOLDERS
All of the offered shares are to be sold by persons who are existing
security holders of Altair. The selling shareholders acquired their shares and
warrants in private placements of (i) 200,000 warrants that we completed on
January 1, 2002, (ii) 25,000 warrants that we completed on November 1, 2001,
(iii) 10,000 warrants that we completed on January 21, 2002, (iv) 50,000 common
shares that we completed on April 19, 2002, and (v) 1,250,000 common shares and
312,500 warrants that we completed on May 7, 2002.
Of the common shares offered hereby, 1,300,000 are currently owned by
the selling shareholders and 547,500 are issuable upon exercise of outstanding
warrants.
For purposes of this prospectus, we have assumed that the number of
shares issuable upon exercise of each of the warrants is the number stated on
the face thereof. The number of shares issuable upon exercise of the warrants,
and available for resale hereunder, is subject to adjustment and could
materially differ from the estimated amount depending on the occurrence of a
stock split, stock dividend, or similar transaction resulting in an adjustment
in the number of shares subject to the warrants.
12
Beneficial Ownership of Selling Shareholders
The table below sets forth, as of May 20, 2002:
o the name of each selling shareholder,
o certain beneficial ownership information with respect to the selling
shareholders,
o the number of shares that may be sold from time to time by each
selling shareholder pursuant to this prospectus, and
o the amount (and, if one percent or more, the percentage) of common
shares to be owned by each selling shareholder if all offered shares
are sold.
Beneficial ownership is determined in accordance with SEC rules and
generally indicates that a person holds voting or investment power with respect
to securities. Common shares that are issuable upon the exercise of outstanding
options, warrants or other purchase rights, to the extent exercisable within 60
days of May 20, 2002, are treated as outstanding for purposes of computing each
selling shareholder's percentage ownership of outstanding common shares.
Shares Beneficially Owned
Beneficial Ownership upon Completion of the
Prior to Offering Offering(1)
--------------------------------- -----------------------------
Number of
Number of Shares Being Number
Beneficial Owner Shares Percent(2) Offered of Shares Percent(2)
------------------------------ ---------------- ------------- -------------- ------------ ------------
Cranshire Capital, L.P. 1,171,875(3) 4.7% 1,171,875(3) 0 --
Mitchell Kopin**
Iron Equity Fund LP 390,625(4) 1.8% 390,625(4) 0 --
Richard Lakin**
Irvine Management Group 200,000(5) * 200,000(5) 0 --
Christopher Dillow**
Charles van Musscher 50,000 * 50,000 0 --
Murilyn Tullio 47,500(6) * 25,000(7) 22,500 *
EGO Capital 10,000(8) * 10,000(8) 0 --
Ira Terk**
All Selling Shareholders as 1,870,000(9) 7.4% 1,847,500 22,500 *
a Group
_____________________
* Represents less than one percent of the outstanding common shares.
** Such individual has authority to make voting and investment decisions
with respect to the securities of Altair held by the entity listed
above such individual's name.
(1) Assuming the sale by each selling shareholder of all of the shares
offered hereunder by such selling shareholder. There can be no
assurance that any of the shares offered hereby will be sold.
13
(2) The percentages set forth above have been computed assuming the number
of common shares outstanding equals the sum of (a) 24,583,791, which is
the number of common shares actually outstanding on May 20, 2002, and
(b) common shares subject to exercisable warrants and exchange rights
with respect to which such percentage is calculated.
(3) Includes 234,375 common shares issuable by us upon the exercise of
warrants held by such entity.
(4) Includes 78,125 common shares issuable by us upon the exercise of
warrants held by such entity.
(5) Includes 200,000 common shares issuable by us upon the exercise of
warrants held by such entity.
(6) Includes 47,500 common shares issuable by us upon the exercise of
warrants held by such person.
(7) Includes 25,000 common shares issuable by us upon the exercise of
warrants held by such person.
(8) Includes 10,000 common shares issuable by us upon the exercise of
warrants held by such entity.
(9) Includes 570,000 common shares issuable by us upon the exercise of
warrants held by the selling shareholders.
We believe that the selling shareholders who are individuals have sole
voting and investment power with respect to all shares shown as beneficially
owned by them. We believe that voting and investment power with respect to
shares shown as beneficially owned by selling shareholders who are entities
resides with the individuals identified in the preceding table. There can be no
assurance that any of the shares offered hereby will be sold.
Private Placement of Shares, Warrants and Secured Note
Cranshire Capital, L.P. and Iron Equity Fund LP
-----------------------------------------------
Cranshire Capital, L.P. and Iron Equity Fund LP acquired an aggregate
of 1,250,000 shares of our common stock and 312,500 warrants pursuant to a
securities purchase agreement dated May 7, 2002. Individually, Cranshire
Capital, L.P. acquired 937,500 shares of our common stock and 234,375 warrants,
and Iron Equity Fund LP acquired 312,500 shares of our common stock and 78,125
warrants. The warrants entitle the holders to purchase shares our common stock
at an initial exercise price of $1.13 per share at any time on or before May 7,
2007. The warrants contain a net exercise provision that 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 (a) the fair market value of
the number of shares of common stock with respect to which the warrant is
exercised and (b) the aggregate exercise price applicable to such shares. Net
exercise is not permitted prior to May 7, 2003. The warrants include a mandatory
exercise provision under which we can require the holders to exercise or forfeit
the warrants if the closing sale price for our common stock is greater than
$2.825 for a period of 20 consecutive trading days. The warrants include
standard anti-dilution provisions applicable in the event of a reorganization,
merger, sale or similar event. If we fail to issue common stock pursuant to the
terms of the warrants, in addition to the common stock to be issued pursuant to
the warrants, we must pay, in cash and for each day we fail to issue the common
stock, 0.25% of the value of the common stock that should have been issued. The
shares that may be offered pursuant to this prospectus include the 1,250,000
shares of common stock issued to such entities and the 312,500 common shares
upon exercise of the warrants.
Irvine Management Group
-----------------------
The Irvine Management Group acquired 200,000 warrants in a private
placement pursuant to the terms of a Consulting Agreement dated January 1, 2002
in exchange for services provided to us. The 200,000 Series 2002A warrants are
14
divided into four equal subsets of 50,000 warrants each. The 50,000 warrants in
the first subset vested on March 1, 2002 and entitle the holder to purchase one
common share at an exercise price of $2.00. The 50,000 warrants in the second
subset vested on May 1, 2002 and entitle the holder to purchase one common share
at an exercise price of $3.00. If the Consulting Agreement has not been
terminated, the 50,000 warrants in the third subset will vest on July 1, 2002
and entitle the holder to purchase one common share at an exercise price of
$4.00. If the Consulting Agreement has not been terminated, the 50,000 warrants
in the fourth subset will vest on October 1, 2002 and entitle the holder to
purchase one common share at an exercise price of $5.00. All of such 200,000
warrants expire on January 1, 2006. The warrants include standard anti-dilution
provisions pursuant to which the exercise price and number of shares issuable
thereunder is adjusted proportionately in the event of a stock split, stock
dividend, recapitalization or similar transaction. The shares that may be
offered pursuant to this prospectus include the common shares issuable upon the
exercise of the warrants.
Charles van Musscher
--------------------
Charles van Musscher acquired 50,000 common shares in a private
placement pursuant to the terms of a consultant engagement agreement dated April
12, 2002 in exchange for services provided to us. The shares that may be offered
pursuant to this prospectus include such common shares.
Murilyn Tullio
--------------
Murilyn Tullio acquired 25,000 Series 2002G warrants, in exchange for
services provided to us, in a private placement pursuant to the terms of a an
amendment dated April 25, 2002 to a public relations letter of agreement dated
November 1, 2001. The 25,000 Series 2002G warrants entitle the holder to
purchase one common share at an exercise price of $1.20 at any time prior to
April 25, 2005. The warrants include standard anti-dilution provisions pursuant
to which the exercise price and number of shares issuable thereunder is adjusted
proportionately in the event of a stock split, stock dividend, recapitalization
or similar transaction. The shares that may be offered pursuant to this
prospectus include the common shares issuable upon the exercise of the warrants.
EGO Capital
-----------
EGO Capital acquired 10,000 Series 2002H warrants in a private
placement pursuant to the terms of a Consulting Agreement dated January 21, 2002
in exchange for services provided to us. The Series 2002H warrants have an
exercise price of $1.50 per share and are exercisable at any time on or before
January 21, 2005. The warrants include standard anti-dilution provisions
pursuant to which the exercise price and number of shares issuable thereunder is
adjusted proportionately in the event of a stock split, stock dividend,
recapitalization or similar transaction. The shares that may be offered pursuant
to this prospectus include the common shares issuable upon the exercise of the
warrants.
15
PLAN OF DISTRIBUTION
The Shares. The shares offered by this prospectus may be sold from time
to time by the selling shareholders, who consist of the persons named as
"selling shareholders" above and those persons' pledgees, donees, transferees or
other successors in interest. The selling shareholders may sell the offered
shares on the Nasdaq National Market, or otherwise, at market prices or at
negotiated prices. They may sell shares by one or a combination of the
following:
o a block trade in which a broker or dealer so engaged will attempt to
sell the offered shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers;
o an exchange distribution in accordance with the rules of such
exchange;
o privately negotiated transactions;
o if such a sale qualifies, in accordance with Rule 144 promulgated
under the Securities Act rather than pursuant to this prospectus; or
o any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares by means of short sales.
Short sales involve the sale by a selling shareholder, usually with a future
delivery date, of common shares that the seller does not own. Covered short
sales are sales made in an amount not greater than the number of shares subject
to the short seller's warrant or other right to acquire common shares. A selling
shareholder may close out any covered short position by either exercising its
warrants or rights to acquire common shares or purchasing shares in the open
market. In determining the source of shares to close out the covered short
position, a selling shareholder will likely consider, among other things, the
price of common shares available for purchase in the open market as compared to
the price at which it may purchase common shares pursuant to its warrants or
exchange rights.
Naked short sales are any sales in excess of the number of shares
subject to the short seller's warrant, or other right to acquire common shares.
A selling shareholder must close out any naked position by purchasing shares. A
naked short position is more likely to be created if a selling shareholder is
concerned that there may be downward pressure on the price of the common shares
in the open market.
The existence of a significant number of short sales generally causes
the price of the common shares to decline, in part because it indicates that a
number of market participants are taking a position that will profitable only if
the price of the common shares declines. Purchases to cover short sales may,
however, increase the demand for the common shares and have the effect of
raising or maintaining the price of the common shares.
In making sales, brokers or dealers engaged by the selling
shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from such selling shareholders in
amounts to be negotiated prior to the sale. Such selling shareholders and any
16
broker-dealers that participate in the distribution may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, and any proceeds or commissions received by them, and any profits on the
resale of shares sold by broker-dealers, may be deemed to be underwriting
discounts and commissions. If a selling shareholder notifies us that a material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, we will file a prospectus
supplement, if required pursuant to the Securities Act of 1933, setting forth:
o the name of each of the participating broker-dealers;
o the number of shares involved, o the price at which the offered
shares were sold;
o the commissions paid or discounts or concessions allowed to the
broker-dealers, where applicable;
o a statement to the effect that the broker-dealers did not conduct
any investigation to verify the information set out or incorporated
by reference in this prospectus; and
o any other facts material to the transaction.
General. We are paying the expenses incurred in connection with
preparing and filing this prospectus and the registration statement to which it
relates, other than selling commissions. In addition, in the event a selling
shareholder effects a short sale of common shares, this prospectus may be
delivered in connection with such short sale and the shares offered by this
prospectus may be used to cover such short sale. To the extent, if any, that a
selling shareholder may be considered an "underwriter" within the meaning of the
Securities Act, the sale of the shares by it shall be covered by this
prospectus.
We have not retained any underwriter, broker or dealer to facilitate
the offer or sale of the offered shares offered hereby. We will pay no
underwriting commissions or discounts in connection therewith, and we will not
receive any proceeds from the sale of the offered shares.
In order to comply with the securities laws of certain states, if
applicable, the offered securities will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the offered shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available.
DESCRIPTION OF OFFERED SECURITIES
For a description of the common shares offered hereunder, please refer
to the description of the common shares provided in the Registration Statement
on Form 10-SB we filed with the SEC on November 25, 1996.
LEGAL MATTERS
The validity of the shares being offered hereby is being passed upon
for us by Goodman and Carr LLP, Ontario, Canada.
17
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report (which report expresses unqualified opinion
and includes an explanatory paragraph referring to the 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 (the "Exchange Act"). 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,
2001, filed with the SEC on April 1, 2002.
(b) Our Current Report on Form 8-K filed with the SEC on May 10, 2002.
(c) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2002 filed with the SEC on May 15, 2002.
(d) The description of the common shares contained in our Registration
Statement on Form 10-SB filed with the SEC on November 25, 1996,
including any amendment or report filed under the Exchange Act for
the purpose of updating such description.
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.
18
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 the Company files 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 the Company, 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 which are not specifically incorporated by reference in such
documents). Please direct written requests for such copies to the Company c/o
Mineral Recovery Systems at 230 South Rock Boulevard, Suite 21, Reno, Nevada
89502, U.S.A., Attention: Ed Dickinson, Chief Financial Officer. Telephone
requests may be directed to the office of the Director of Finance at (800)
897-8245.
Our common shares are quoted on the Nasdaq National Market. Reports,
proxy statements and other information concerning the Company can be inspected
and copied at the Public Reference Room of the National Association of
Securities Dealers, 1735 K Street, N.W., Washington, D.C. 20006.
19
==========================================================================================================
We have not authorized any dealer, salesperson or
other person to give any information or represent
anything not contained in this prospectus. This
prospectus does not offer to sell or buy any 1,847,500 Common Shares
securities in any jurisdiction where it is unlawful.
The information in this prospectus is current as of
May 28, 2002.
_______________________
ALTAIR INTERNATIONAL INC.
1,847,500 COMMON SHARES
_______________
Prospectus
_______________
May 28, 2002
==========================================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses of the offering, sale and
distribution of the offered securities being registered pursuant to this
registration statement (the "Registration Statement"). All of the expenses
listed below will be borne by the Company. All of the amounts shown are
estimates except the SEC registration fees.
Item Amount
---- ------
SEC Commission registration fees $1,175
NASD registration fees $22,500
Accounting fees and expenses $10,000
Legal fees and expenses $20,000
Blue Sky fees and expenses $3,000
Printing Expenses $1,000
Miscellaneous Expenses $2,325
Total: $60,000
Item 15. Indemnification of Directors and Officers
--------------------------------------------------
Subsection 136(1) of the Business Corporation Act, Ontario (the "Act") provides
that a corporation may indemnify a director or officer of the corporation, a
former director or officer of the corporation or a person who acts or acted at
the corporation's request as a director or officer of a body corporate of which
the corporation is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him or
her in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of such corporation or body corporation, if,
(a) he acted honestly and in good faith with a view to the best interests
of the corporation; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for believing that
his or her conduct was lawful.
Subsection 136(2) of the Act provides that a corporation may, with the approval
of the court, indemnify a person referred to in subsection 136(1) of the Act in
respect of an action by or on behalf of the corporation or body corporate to
procure a judgment in its favor, to which the person is made a party by reason
of being or having been a director or an officer of the corporation or body
corporate, against all costs, charges and expenses reasonably incurred by the
person in connection with such action if he fulfills the conditions set out in
clauses 136(1)(a) and 136(1))(b) of the Act.
II-1
Subsection 136(3) of the Act provides that despite anything in section 136 of
the Act, a person referred to in subsection 136(1) of the Act is entitled to
indemnity from the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body corporate,
if the person seeking indemnity,
(a) was substantially successful on the merits in his defense of the action
or proceeding; and
(b) fulfills the conditions set out in clauses 136(1)(a) and 136(1)(b) of
the Act.
Subsection 136(4) of the Act provides that a corporation may purchase and
maintain insurance for the benefit of any person referred to in subsection
136(1) of the Act against any liability incurred by the person,
(a) in his capacity as a director or officer of the corporation, except
where the liability relates to the person's failure to act honestly and in good
faith with a view to the best interests of the corporation; or
(b) in his capacity as a director or officer of another body corporate
where the person acts or acted in that capacity at the corporation's request,
except where the liability relates to the person's failure to act honestly and
in good faith with a view to the best interests of the body corporate.
Subsection 136(5) of the Act provides that a corporation or a person referred to
in subsection 136(1) of the Act may apply to the court for an order approving an
indemnity under section 136 of the Act and the court may so order and make any
further order it thinks fit.
Subsection 136(6) of the Act provides that upon an application under subsection
136(5) of the Act, the court may order notice to be given to any interested
person and such person is entitled to appear and be heard in person or by
counsel.
The Company's By-laws, as amended, provide that subject to subsection 2 of
section 147 of the Act, every director and officer of the Company and his heirs,
executors, administrators and other legal personal representatives shall, from
time to time, be indemnified and saved harmless by the Company from and against
any liability and all costs, charges and expenses that such director or officer
sustains or incurs in respect of any action, suit or proceeding that is proposed
or commenced against him for or in respect of anything done or permitted by him
in respect of the execution of the duties of his office and all other costs,
charges and expenses that he sustains or incurs in respect of the affairs of the
Company, except such costs, charges or expenses as are occasioned by his own
willful neglect or default. In addition, the board of directors of the Company
has passed, and the shareholders have confirmed, several special By-laws
authorizing the board of directors, among other things, to borrow money and
issue bonds or debentures and to secure any such borrowing by mortgaging or
pledging all or part of the Company's assets. The special By-laws further
authorize the board of directors to delegate the foregoing powers to any
director or officer and to give indemnities to any such director or other person
acting on behalf of the Company and secure any such person against loss by
giving him by way of security a mortgage or charge upon all of the currently
owned or subsequently acquired property, undertakings, and rights of the
Company.
Pursuant to an employment agreement with William P. Long, the President, Chief
Executive Officer and a director of the Company, the Company has agreed to
assume all liability for and to indemnify, protect, save, and hold Dr. Long
harmless from and against any and 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 member of the board of directors of the Company,
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 Company, has agreed to
assume all liability for and to indemnify, protect, save, and hold harmless
Patrick Costin (Vice President of the Company and President of MRS) from and
against any and 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 Company.
II-2
Indemnification may be granted pursuant to any other agreement, bylaw, or vote
of shareholders or directors. In addition to the foregoing, the Company
maintains insurance through a commercial carrier against certain liabilities
which may be incurred by its directors and officers. The foregoing description
is necessarily general and does not describe all details regarding the
indemnification of officers, directors or controlling persons of the Company.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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-3
Item 16. Exhibits.
------------------
The following exhibits required by Item 601 of Regulations S-K promulgated under
the Securities Act have been included herewith or have been filed previously
with the SEC as indicated below.
Incorporated by Reference/
Exhibit No. Description Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
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 Shareholders Rights Plan Agreement Incorporated by reference to the Company's Current
dated November 27, 1998, between Report on Form 8-K filed with the Commission on
Altair International Inc. and Equity December 29, 1998, File No. 1-12497.
Transfer Services Inc.
4.3 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.
4.4 Form of Warrant (Cranshire Capital and Incorporated by reference to the Company's Current
Iron Equity) Report on Form 8-K filed with the Commission on May
10, 2002, File No. 001-12497.
4.5 Form of Warrant (Irvine Management) Filed herewith
4.6 Form of Series 2002G Warrant (Murilyn Filed herewith
Tullio)
4.7 Form of Warrant Series 2002H (Ego Filed herewith
Capital)
5 Opinion of Goodman and Carr LLP as to
legality of securities offered [to be filed by amendment]
10.1 Registration Rights Agreement dated Incorporated by reference to the Company's Current
May 7, 2002 Report on Form 8-K filed with the Commission on May
10, 2002, File No. 1-12497.
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-4
(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 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 Commission 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 Company 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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
Company, the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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
Company 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 May 28, 2002.
ALTAIR INTERNATIONAL INC.
By /s/ William P. Long
-----------------------------------------
William P. Long
President and Chief Executive Officer
ADDITIONAL SIGNATURES AND POWER OF ATTORNEY
-------------------------------------------
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 President, Chief Executive Officer, and Director May 28, 2002
------------------------ (Principal Executive Officer and authorized
William P. Long representative of the Company in the United States)
/s/ Edward H. Dickinson Chief Financial Officer May 28, 2002
------------------------ (Principal Financial Officer and Principal
Edward H. Dickinson Accounting Officer)
/s/ James I. Golla Secretary and Director May 28, 2002
------------------------
James I. Golla
Director May 28, 2002
------------------------
George E. Hartman
/s/ Robert Sheldon Director May 28, 2002
------------------------
Robert Sheldon
II-6
EXHIBIT INDEX
The following exhibits required by Item 601 of Regulations S-K promulgated under
the Securities Act have been included herewith or have been filed previously
with the SEC as indicated below.
Incorporated by Reference/
Exhibit No. Description Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
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 Shareholders Rights Plan Agreement Incorporated by reference to the Company's Current
dated November 27, 1998, between Report on Form 8-K filed with the Commission on
Altair International Inc. and Equity December 29, 1998, File No. 1-12497.
Transfer Services Inc.
4.3 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.
4.4 Form of Warrant (Cranshire Capital and Incorporated by reference to the Company's Current
Iron Equity) Report on Form 8-K filed with the Commission on May
10, 2002, File No. 001-12497.
4.5 Form of Warrant (Irvine Management) Filed herewith
4.6 Form of Series 2002G Warrant (Murilyn Filed herewith
Tullio)
4.7 Form of Warrant Series 2002H (Ego Filed herewith
Capital)
5 Opinion of Goodman and Carr LLP as to
legality of securities offered [to be filed by amendment]
10.1 Registration Rights Agreement dated Incorporated by reference to the Company's Current
May 7, 2002 Report on Form 8-K filed with the Commission on May
10, 2002, File No. 1-12497.
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.
II-7