UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________
ALTAIR NANOTECHNOLOGIES INC.
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Canada 1-12497 None
-------------------------- ---------------------- ---------------------
(State or other Commission File No.) IRS Employer
jurisdiction Identification No.)
of incorporation)
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
-----------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (307) 587-8245
[ ] Securities registered pursuant to Section 12(b) of the Act: None
[X] Securities registered pursuant to Section 12(g) of the Act:
Common Shares, no par value Nasdaq SmallCap Market
--------------------------- ----------------------
(Title of Class) (Name of each exchange on which registered)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). YES [ ] NO [X]
The aggregate market value of the common shares held by non-affiliates
of the Registrant on June 30, 2002, based upon the average bid and asked price
of the common shares on the NASDAQ Stock Market of $0.47 per share on June 28,
2002, was approximately $9,928,000. Common Shares held by each officer and
director and by each other person who may be deemed to be an affiliate of the
Registrant have been excluded. As of March 7, 2003, the Registrant had
30,799,492 common shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
--------------------------------------------------------------------------------
Altair Nanotechnologies Inc. ("Altair" or the "Corporation") is filing
this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on
Form 10-K for the year ended December 31, 2002 filed with the SEC on March 17,
2003 (the "Form 10-K") for the purpose of adding the information required by
Part III, Items 10, 11, 12 and 13 of Form 10-K. As permitted by governing rules,
Altair had intended to incorporate such information from a definitive proxy
statement filed with the SEC on or before April 30, 2003. Altair does not expect
to be able to file a definitive proxy statement by April 30, 2003 and,
accordingly, is amending the Form 10-K in order to add the information required
by Part III, Items 10, 11, 12 and 13 of Form 10-K. All subsequent references to
"Form 10-K" shall refer to the initial Form 10-K, as amended by this Amendment.
2
Part III
Item 10. Directors and Executive Officers of the Registrant
Set forth below is certain information regarding each of the directors,
and executive officers of the Corporation and a key employee of the Corporation:
Directors
---------
------------------------------------------ -------------------------------------- --------------------------
Period of Service as a
Name & Municipality of Residence Office Director
------------------------------------------ -------------------------------------- --------------------------
William Long Chief Executive Officer & Director Since 1988
Cody, Wyoming
------------------------------------------ -------------------------------------- --------------------------
James Golla Director Since 1994
Mississauga, Ontario
------------------------------------------ -------------------------------------- --------------------------
George Hartman Director Since 1997
Fenelon Falls, Ontario
------------------------------------------ -------------------------------------- --------------------------
Robert Sheldon Director Since 1997
Half Moon Bay, British Columbia
------------------------------------------ -------------------------------------- --------------------------
Edward Dickinson Chief Financial Officer, Secretary & Since 2002
Reno, Nevada Director
------------------------------------------ -------------------------------------- --------------------------
William P. Long, 56, was President from 1998 until April 2002, at which
time he was replaced as President and was appointed to the newly created office
of Chief Executive Officer. Dr. Long has also been a director of the Corporation
since 1988, and an officer and director of Fine Gold Recovery Systems, Inc.
("Fine Gold"), a wholly-owned subsidiary of the Corporation, since February
1996. Dr. Long has been an executive officer of Mineral Recovery Systems, Inc.
("MRS"), since its formation in April 1987 and is also a director. In addition,
he is a director of Altair Nanomaterials, Inc., a wholly-owned subsidiary of
MRS. From 1987 to 1988, Dr. Long was a mineral and energy consultant, providing
various services to clients in the mining and energy industries, including
arranging precious metal property acquisitions, supervising mineral evaluations,
and providing market analyses. From 1980 to 1986, Dr. Long served as the
Executive Vice President and Chief Financial Officer of Thermal Exploration
Corporation. From 1974 to 1980, Dr. Long was employed by Amax Exploration, Inc.
in various capacities, including Systems Engineer, Business Analyst and Business
Manager. Dr. Long is affiliated with the American Institute of Chemical
Engineers and the American Institute of Mining Engineers. He obtained a
bachelors degree in Chemical and Petroleum Refining Engineering and a Ph.D. in
Mineral Economics from the Colorado School of Mines in 1969 and 1974,
respectively.
James I. Golla, 70, has been a director of the Corporation since
February 1994. He also currently serves as a director of Apogee Minerals Ltd,
European Gold Resources Inc., Assure Energy, Inc., Radiant Energy Inc. and
Barton Bay Resources Inc. Mr. Golla was a journalist with the Globe and Mail,
Canada's national newspaper, from 1954 until his retirement early in 1997.
3
George E. Hartman, 54, was elected a director of the Corporation in
March 1997. From 1995 until 1998, Mr. Hartman served as President of Planvest
Pacific Financial Corp. ("Planvest Pacific"), a Vancouver-based financial
planning firm with U.S. $1 billion of assets under management. Mr. Hartman also
served on the board of directors of Planvest Capital Corp., the parent of
Planvest Pacific. From 1998 until 2000, Mr. Hartman was Senior Vice President of
Financial Concept Group until the firm's sale to Assante Corporation, a North
American financial services industry consolidator. At that time, he became Chief
Executive Officer of PlanPlus Inc., Canada's oldest firm specializing in the
development and distribution of wealth management software to the financial
services industry. Mr. Hartman also continues as President of Hartman & Company,
Inc., a firm he founded in 1991 which provides consulting services to the
financial services industry. Mr. Hartman is the author of Risk is a Four-Letter
Word--The Asset Allocation Approach to Investing, a Canadian best-seller
published in 1992, and is the author of its sequel, Risk is STILL a Four Letter
Word, released in 2000.
Robert Sheldon, 80, has been a director of the Corporation since June
1997. He also currently serves as a director of Aspen Exploration Corporation,
Tananger Resources and Pallaum Mining Inc. Since his retirement in 1988, Mr.
Sheldon has performed consulting work for several clients, including Newmont
Exploration of Canada Limited. Mr. Sheldon served as President of Newmont
Exploration of Canada Limited and Vice President of Newmont Mines Limited from
1975 until 1988 when he retired. Mr. Sheldon was responsible for mineral
exploration, appraisals and development of mining properties throughout Canada
for Newmont Mining Corporation, a natural resource company with worldwide
operations. Mr. Sheldon obtained a bachelors degree in Geological Engineering
from the University of British Columbia in 1948. He is a member of the
Association of Professional Engineers of British Columbia, the American
Institute of Mining and Metallurgy, the Canadian Institute of Mining and
Metallurgy, the Society of Mining Engineers, the British Columbia and Yukon
Chamber of Mines (past president) and the Engineers Club, Vancouver, British
Columbia (past president).
Edward H. Dickinson, 56, was appointed Chief Financial Officer of the
Corporation in March 2000, was appointed Secretary in June 2001 and has been a
director of the Corporation since 2002. He also currently serves as Secretary,
Treasurer and a director of MRS and Secretary and Treasurer of Altair
Nanomaterials, Inc. Mr. Dickinson had previously served as Director of Finance
of the Corporation since August 1996. From 1994 to 1996, Mr. Dickinson was
employed by the Southern California Edison Company as a negotiator of
non-utility power generation contracts. Mr. Dickinson was Vice President and
Director of Geolectric Power Company during 1993 and 1994; and from 1987 through
1992 was the Director of Finance and Administration for OESI Power Corporation.
Prior to 1987, Mr. Dickinson held various accounting and program management
positions in the United States Department of Energy. Mr. Dickinson, who is a
certified public accountant, obtained a masters degree in Accounting from
California State University, Northridge in 1978.
4
Executive Officers
------------------
The executive officers of the Corporation are William P. Long, Rudi E.
Moerck, C. Patrick Costin, and Edward H. Dickinson. Certain information
regarding Messrs. Long and. Dickinson is set forth above under "Directors."
Certain information regarding Messrs. Moerck and Costin follows.
Rudi E. Moerck, 56, was appointed as Vice President of Business
Development of the Corporation in January 2002 and was promoted to President of
the Corporation in April 2002. Prior to joining the Corporation, in April 1997,
Dr. Moerck founded www.Smrtdoc.com, a consulting services provider to the
pharmaceutical, virtual pharmaceutical and fine chemical industries. Key
assignments at www.Smrtdoc.com have included commercial development projects and
mergers and acquisitions. Dr. Moerck also held key senior management positions,
including Senior Vice President and General Manager as well as Senior Vice
President of Sales and Marketing with Catalytica Pharmaceuticals between June
1998 and January 2002. In 2000, DSM of the Netherlands purchased Catalytica for
$800 million. Prior to joining Catalytica Pharmaceuticals, Dr. Moerck held the
position of President of Salsbury Chemicals, a subsidiary of Cambrex
Corporation, from 1996-1997 and held the position of President of the
Pharmaceuticals and Fine Chemicals Group of Cambrex from 1997-1998. Degussa
Corporation and Degussa AG employed Dr. Moerck for 13 years during which he held
various positions of increasing responsibility, which included the successful
green field launch of Degussa's hydrogen peroxide business in North America. Dr.
Moerck obtained a bachelors degree in Biology/Chemistry from Florida South
College in 1969 and a Ph.D. in Organic Chemistry from University of Florida in
1975, and completed Postdoctoral Fellowships at Ohio State University between
1975 and 1979.
C. Patrick Costin, 60, was appointed a Vice President of the
Corporation in June 1996 and currently serves as the President and a director of
Fine Gold and MRS and Vice President of Altair Nanomaterials, Inc. Mr. Costin is
the chief executive officer of Costin and Associates, a minerals consulting
organization founded by Mr. Costin in 1992 which specializes in identification
and evaluation of North American mine and mineral deposit acquisition
opportunities. From 1982 to 1992, Mr. Costin served as the manager of U.S.
exploration for Rio Algom Ltd. Mr. Costin's additional experience in the mining
and minerals industry includes Senior Mineral Economist for the Stanford
Research Institute from 1977 to 1982, Senior Geologist for Chevron Resources
from 1975 to 1976, Senior Geologist for Newmont Mining Corporation of Canada
from 1967 to 1975, and Geologist for United Keno Hill Mines Ltd. from 1965 to
1967. Mr. Costin obtained a bachelors degree in Geological Engineering and a
masters degree in Minerals Economics from the Colorado School of Mines in 1965
and 1975, respectively.
Key Employees
-------------
In addition to its directors and executive officers, the Corporation
believes that the performance of Kenneth Lyon, President of Altair
Nanomaterials, Inc. is important to the success of the Corporation. Certain
information regarding Mr. Lyon is set forth below:
5
Kenneth E. Lyon, 62, was appointed President of Altair Nanomaterials,
Inc., a wholly-owned subsidiary of the Corporation, in August 2000. Prior to
joining Altair Nanomaterials as an officer, Mr. Lyon provided consulting
services to Altair Nanomaterials from November 1999 to August 2000. Prior to
commencing work with Altair Nanomaterials, Mr. Lyon founded and was president of
Idaho Chemical Industries, a chemical distribution and plastics fabrication
company, from December 1986 to December 1999. From June 1996 to August 2000, Mr.
Lyon also consulted with Project Resources Group for Nippon Sheet Glass and
Sumitomo Corporation. Prior to founding Idaho Chemical Industries, Mr. Lyon
worked at Morrison-Knudsen Company for nine years where he worked to develop a
new business in Chemical and Energy Engineering and held a variety of positions
including Director of Synthetic fuels development, Process Facilities
Manager-Chevron Shale oil project, Director of Marketing of MK Industrial/MK
Furgason, and General Manager of Marketing Latin America. Mr. Lyon was Chairman
of the Advisory Counsel of the Technical and Industrial Extension Service of
Boise State University from June 1994 to December 1998 and Public Works
Commissioner for the City of Boise from June 1989 to November 1999. Mr. Lyon
received a bachelors of science degree in chemical engineering from the
University of Idaho in 1962.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Exchange Act requires the Corporation's officers
and directors to file reports concerning their ownership of Common Shares with
the SEC and to furnish the Corporation with copies of such reports. Based solely
upon the Corporation's review of the reports required by Section 16 and
amendments thereto furnished to the Corporation, the Corporation believes that
all reports required to be filed pursuant to Section 16(a) of the Exchange Act
were filed with the SEC on a timely basis except as follows: (a) A Form 4
related to a transaction occurring on January 30, 2002 for Dr. William P. Long,
our Chief Executive Officer, was due on February 10, 2002 but was filed on
October 23, 2003; (b) Forms 4 related to transactions occurring on April 10,
2002 and December 30, 2002 for Rudi E. Moerck, our President, were due on May
10, 2002 and January 2, 2003, respectively, but were filed on a single Form 4 on
February 24, 2003; and (c) a Form 4 related to a transaction occurring on
February 20, 2003 for Rudi E. Moerck, our President, was due on February 24,
2003 but was filed on March 14, 2003.
Item 11. Executive Compensation
Compensation of Officers
------------------------
The following table, presented in accordance with Regulation 14A
promulgated under the United States Securities Exchange Act of 1934, as amended
(the "Exchange Act"), sets forth all annual and long-term compensation for
services rendered in all capacities to the Corporation and its subsidiaries for
the fiscal years ended December 31, 2002, December 31, 2001 and December 31,
2000 in respect of William P. Long who was, at December 31, 2002, the Chief
Executive Officer of the Corporation and C. Patrick Costin who was, at December
31, 2002, the Vice President of the Corporation. The Corporation had no other
executive officer whose total salary and bonuses during the fiscal year ended
December 31, 2002 exceeded U.S. $100,000. The table also sets forth all annual
and long-term compensation for services rendered in all capacities to the
6
Corporation and its subsidiaries for the fiscal years ended December 31, 2002,
December 31, 2001 and December 31, 2000 in respect of Kenneth E. Lyon, who was,
at December 31, 2002, the President of Altair Nanomaterials, Inc., a wholly
owned subsidiary of the Corporation.
Summary Compensation Table
Long-Term Compensation
----------------------------------
Restricted
Other Shares or Securities
Annual Restricted Under
Year Compen- Share Options LTIP All Other
Ended Salary(1) Bonus(1) sation Units Granted Payouts Compen-
(U.S.$) (U.S. $) (U.S.$) (#) (#) (U.S.$) (U.S. $)
----- --------- -------- ------- ----------- ---------- -------- -----------
William P. Long, 2002 91,200 9,120 Nil Nil 110,000 Nil 116,000(2)
Chief Executive Officer 2001 91,200 9,120 Nil Nil 100,000 Nil Nil
and Director 2000 91,200 9,120 Nil Nil Nil Nil Nil
C. Patrick Costin, Vice 2002 100,320 Nil Nil Nil Nil Nil Nil
President 2001 100,320 Nil Nil Nil 125,000 Nil Nil
2000 100,320 Nil Nil Nil Nil Nil Nil
Kenneth E. Lyon 2002 108,000 Nil Nil Nil 10,000 Nil Nil
President of Altair 2001 103,846 Nil Nil Nil 30,000 Nil Nil
Nanomaterials, Inc. 2000 49,500 Nil Nil Nil 20,000 Nil Nil
(1) Bonus and salary amounts reflect amounts accrued and payable to Dr.
Long for each fiscal year in accordance with the terms of his
employment agreement with the Corporation. See "Executive Compensation
- Employment Contracts." Amounts actually paid to Dr. Long in fiscal
years 2002, 2001 and 2000 were U.S. $100,320, U.S. $91,200 and U.S.
$100,320, respectively.
(2) This amount represents the value, as of the issue date, of 200,000
Common Shares issued to Dr. Long in connection with the termination of
certain terms of his employment agreement.
Option Grants in 2002
---------------------
The following table provides details with respect to stock options, if
any, granted to Dr. Long, Mr. Costin and Mr. Lyon during the year ended December
31, 2002:
7
Individual Grants
-----------------------------------------------------------------------------------------------------------------
Potential Realizable
% of Total Market Value of Value at Assumed Rates
Options Securities of Share Price
Granted to Exercise Underlying Appreciation for
Employees Price per Options on the Option Term (US$)
in Financial Share Date of Grant Expiration -----------------------
Year (US$) (US$) Date 5% 10%
-----------------------------------------------------------------------------------------------------------------
Name
-----------------------------------------------------------------------------------------------------------------
William P. Long, 110,000 16.2% 1.20 0.89 05/04/07 (7,052) 25,669
President and Director
-----------------------------------------------------------------------------------------------------------------
Kenneth E. Lyon, 10,000 1.5% 0.70 0.50 12/30/07 (619) 1,053
President of Altair
Nanomaterials, Inc.
-----------------------------------------------------------------------------------------------------------------
On May 6, 2002, the Board approved an extension of the expiry date from
May 14, 2002 to May 14, 2004 for 100,000 options held by Dr. Long and 100,000
options held by Mr. Costin.
Aggregated Option Exercises and Year-end Option Values
------------------------------------------------------
The following table provides information regarding options held by Dr.
Long, Mr. Costin and Mr. Lyon as at December 31, 2002 and options exercised by
them during the year ended December 31, 2002:
--------------------------------------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-money Options at
Securities December 31, 2002 December 31, 2002
Acquired on Aggregate -------------- ----------------- -------------------- ----------------
Name Exercise Value Exercisable Unexercisable
(#) Realized (#) (#) Exercisable Unexercisable
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------
William P. Long, Nil Nil 360,000 Nil Nil N/A
CEO and Director
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------
C. Patrick Costin, Nil Nil 275,000 Nil Nil N/A
Vice President
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------
Kenneth E. Lyon
President of Altair Nil Nil 260,000 Nil Nil N/A
Nanomaterials Inc.
---------------------- ------------- -------------- -------------- ----------------- -------------------- ----------------
8
Compensation of Directors
-------------------------
Directors who are not officers of the Corporation are paid U.S. $1,000
per meeting attended in person for their services as directors. During the year
ended December 31, 2002, there were no payments made to directors of the
Corporation for attending meetings. Directors who are not officers are entitled
to receive compensation to the extent that they provide services to the
Corporation at rates that would be charged by such directors for such services
to arm's length parties. No such amounts were paid to directors during the year
ended December 31, 2002 other than amounts paid to Dr. Long in his capacity as
Chief Executive Officer set forth herein.
Directors of the Corporation and its subsidiaries are also entitled to
participate in the 1996 Plan and the 1998 Plan. As at April 29, 2003, the
Corporation had outstanding options to purchase 735,000 Common Shares under the
1996 Plan, 370,000 of which have been granted to directors, and options to
purchase 3,326,700 Common Shares under the 1998 Plan, 514,700 of which have been
granted to directors.
Employment Contracts, Termination of Employment and Change-in-Control
Arrangements
--------------------------------------------------------------------------------
William P. Long, Chief Executive Officer of the Corporation, has
entered into an employment agreement with the Corporation dated January 1, 1998.
The term of the agreement commenced on January 1, 1998 and, unless earlier
terminated, expires on December 31, 2007. Pursuant to the agreement, Dr. Long is
paid a salary of U.S. $7,600 per month and an annual bonus, determined by the
Board, of not less than 10% of Dr. Long's annual compensation.
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
The Corporation's executive compensation program is administered by the
Board as the Corporation does not have an independent compensation committee.
The Board currently consists of William Long, Robert Sheldon, James Golla,
George Hartman and Edward Dickinson. In addition to evaluating and approving
employment contracts for key employees throughout the year, the Board formally
9
considered compensation issues five times during the 2002 fiscal year in
connection with the authorization of grants of options to purchase Common
Shares. Dr. Long is the Chief Executive Officer of the Corporation and Edward
Dickinson is the Chief Financial Officer and Secretary of the Corporation. None
of the other directors is an officer or employee of the Corporation. Although
certain members of the Board are executive officers, none participates in the
determination of his own salary or bonus.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Securities Authorized for Issuance under Equity Compensation Plans
------------------------------------------------------------------
The Corporation has stock option plans administered by the Board of
Directors that provide for the granting of options to employees, officers,
directors and other service providers of the Corporation. All option plans have
been approved by security holders. The Corporation also has an Employee Stock
Purchase Plan ("ESPP") which allows employees to purchase common shares through
payroll deductions. The ESPP, which is a broadly-based plan open to all
employees, has not been approved by shareholders. The following table sets forth
certain information with respect to compensation plans under which equity
securities are authorized for issuance at December 31, 2002:
-----------------------------------------------------------------------------------------------------
Equity Compensation Plan Information
-----------------------------------------------------------------------------------------------------
Number of Number of securities
securities to be remaining available for
issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation
outstanding outstanding plans (excluding
options, warrants options, warrants securities reflected in
and rights and rights column (a))
Plan Category (a) (b) (c)
-----------------------------------------------------------------------------------------------------
Equity compensation plans 4,061,700 $3.83 930,000
approved by security holders
-----------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders None N/A 338,450
-----------------------------------------------------------------------------------------------------
Total 4,061,700 $3.83 1,268,450
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Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
Set forth below is information with respect to beneficial ownership of
Common Shares as of April 29, 2003 by persons known to the Corporation to own
more than 5% of the outstanding Common Shares, each of the Corporation's current
executive officers and directors, and by all current officers and directors of
the Corporation as a group. Unless otherwise indicated, each of the shareholders
named in the table has sole voting and investment power with respect to the
Common Shares identified as beneficially owned. The Corporation is not aware of
any arrangements, the operation of which may at a subsequent date result in a
change in control of the Corporation.
10
------------------------- -------------------------------------- ------------------------------ --------------------
Title of Class Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership(1) of Class(2)
------------------------- -------------------------------------- ------------------------------ --------------------
Common William P. Long (Chief Executive 2,369,529(3) 6.9%
Officer & Director)
57 Sunset Rim
Cody, Wyoming 82414
------------------------- -------------------------------------- ------------------------------ --------------------
Common Rudi E. Moerck (President) 103,500(4) *
25107 Callaway
San Antonio, Texas 78258
------------------------- -------------------------------------- ------------------------------ --------------------
Common C. Patrick Costin (Vice President) 1,083,333(5) 3.3%
1850 Aquila Avenue
Reno, Nevada 89509
------------------------- -------------------------------------- ------------------------------ --------------------
Common Edward H. Dickinson (Chief Financial 379,700(6) 1.2%
Officer, Secretary and Director)
2595 Sagittarius Drive
Reno, Nevada 89509
------------------------- -------------------------------------- ------------------------------ --------------------
Common James L. Golla (Director) 55,000(7) *
829 Terlin Boulevard
Mississauga, Ontario L5H 1T1
------------------------- -------------------------------------- ------------------------------ --------------------
Common George Hartman (Director) 45,000(8) *
136 Colborne
Fenelon Falls, ON K0M 1N0
------------------------- -------------------------------------- ------------------------------ --------------------
Common Robert Sheldon (Director) 45,000(9) *
8789 Redrooffs Road
Half Moon Bay, British Columbia
V0N 1Y0
------------------------- -------------------------------------- ------------------------------ --------------------
Common Louis Schnur (Significant 3,507,097(10) 9.9%(10)
Shareholder)
6941 South Western Ave.
Chicago, IL 60613
------------------------- -------------------------------------- ------------------------------ --------------------
Common Cranshire Capital, L.P. (Significant 1,657,211(11) 4.9%
Shareholder)
666 Dundee Road, Suite 1901
Northbrook, IL 60062
------------------------- -------------------------------------- ------------------------------ --------------------
Common All Directors and Officers as a 4,081,062(12) 11.3%
Group
(7 persons)
------------------------- -------------------------------------- ------------------------------ --------------------
* Represents less than 1% of the outstanding Common Shares.
(1) Includes all Common Shares issuable pursuant to the exercise or
conversion of options and warrants that are exercisable within 60 days
of April 29, 2003.
(2) Based on 31,918,122 Common Shares outstanding as of April 29, 2003,
Common Shares underlying options or other convertible securities are
deemed to be outstanding for purposes of calculating the percentage
ownership of the owner of such convertible securities, but not for
purposes of calculating any other person's percentage ownership.
11
(3) Includes 287,500 Common Shares held by the MBRT Trust, an irrevocable
trust for the benefit of the minor children of Dr. Long, and 125,000
Common Shares subject to warrants held by the MBRT Trust. Dr. Long
disclaims any beneficial interest in such 412,500 Common Shares. Also
includes 100,000 Common Shares subject to presently exercisable options
granted to Dr. Long pursuant to the 1996 Altair Nanotechnologies Inc.
Stock Option Plan (the "1996 Plan") and 260,000 Common Shares subject
to presently exercisable options granted to Dr. Long pursuant to the
1998 Altair Nanotechnologies Inc. Stock Option Plan (the "1998 Plan").
(4) Includes 100,000 Common Shares subject to presently exercisable options
granted to Mr. Moerck pursuant to the 1998 Plan.
(5) Includes 100,000 Common Shares subject to presently exercisable options
granted to Mr. Costin pursuant to the 1996 Plan and 175,000 Common
Shares subject to presently exercisable options granted to Mr. Costin
pursuant to the 1998 Plan.
(6) Includes 250,000 Common Shares subject to presently exercisable options
granted to Mr. Dickinson pursuant to the 1996 Plan and 129,700 Common
Shares subject to presently exercisable options granted to Mr.
Dickinson pursuant to the 1998 Plan.
(7) Includes 20,000 Common Shares subject to presently exercisable options
granted to Mr. Golla pursuant to the 1996 Plan and 35,000 Common Shares
subject to presently exercisable options granted to Mr. Golla pursuant
to the 1998 Plan.
(8) Includes 45,000 Common Shares subject to presently exercisable options
granted to Mr. Hartman pursuant to the 1998 Plan.
(9) Includes 45,000 Common Shares subject to presently exercisable options
granted to Mr. Sheldon pursuant to the 1998 Plan.
(10) Includes 2,986,678 presently exercisable warrants to purchase Common
Shares. Mr. Schnur's warrants are all subject to a provision
prohibiting exercise of such warrants if, after such exercise, Mr.
Schnur would beneficially own more than 9.9% of the outstanding Common
Shares. But for the effect of such provision, Mr. Schnur would
beneficially own 4,152,640 Common Shares (3,632,221 subject to
warrants), representing 11.5% of the Common Shares that would be
outstanding were such warrants exercised.
(11) Includes 1,155,211 presently exercisable warrants to purchase Common
Shares.
(12) Includes 470,000 Common Shares subject to presently exercisable options
granted to officers and directors pursuant to the 1996 Plan, 789,700
Common Shares subject to presently exercisable options granted to
officers and directors pursuant to the 1998 Plan, and 125,000 Common
Shares subject to warrants held by the MBRT Trust.
Item 13. Certain Relationships and Related Transactions
Transactions With Management and Others.
----------------------------------------
During September 2002, Louis Schnur, a principal shareholder of the
Corporation, purchased 890,593 Common Shares and 1,335,890 warrants for total
consideration of $935,123. The warrants have exercise prices ranging from $1.50
to $2.50 and expiration dates ranging from September 5, 2007 to September 26,
2007, but may be triggered earlier dependent upon the closing price of the
Common Shares. In addition, Mr. Schnur exercised warrants in April 2002 to
purchase 286,169 Common Shares at $1.05 per share. These warrants had been
repriced to $1.05 per share from prices ranging from $3.50 to $5.00 per share.
Cranshire Capital, L.P. became a significant shareholder of the
Corporation on May 7, 2003, following its purchase, for an aggregate purchase
price of $750,000 of 937,500 Common Shares and 234,375 warrants to purchase
common shares. The warrants have an exercise price of $1.13 per share and expire
on May 7, 2002.
12
Between September 5, 2002, and November 26, 2002, Cranshire Capital,
L.P. purchased an aggregate of 1,233,334 Common Shares and 920,836 warrants to
purchase common shares for an aggregate purchase price of $600,000. The warrants
have exercise prices ranging from $1.00 to $1.75 per share and expiration dates
ranging from September 5, 2007 to November 26, 2007.
In October 2001, C. Patrick Costin, Vice President of the Corporation,
loaned $75,000 to the Corporation on a short-term, unsecured basis. The loan was
non-interest bearing and payable on demand. In November 2001, $25,000 was repaid
and the remaining $50,000 was repaid in 2002.
During 2001, William Long, Chief Executive Officer of the Corporation
made loans to the Corporation totaling $63,000 on a short-term, unsecured basis.
The loans were non-interest bearing and payable on demand. The loans were repaid
in 2002.
The employment agreement between the Corporation and Dr. Long, our
Chief Executive Officer, contains a provision requiring the Corporation to issue
Dr. Long 200,000 Common Shares in connection with a termination of his
employment agreement. In exchange for Dr. Long's termination of his rights under
such provision, during December 2002, Dr. Long was issued 200,000 Common Shares.
Indebtedness of Officers and Directors to the Corporation
No officer or director of the Corporation was indebted to the
Corporation as of December 31, 2002 or as at the date of this Information
Circular.
Interest of Insiders in Material Transactions
Except as otherwise disclosed herein, no insider of the Corporation has
any interest in material transactions involving the Corporation.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized, on April 29, 2003.
ALTAIR NANOTECHNOLOGIES INC.
By: /s/ William P. Long
----------------------------------------
William P. Long,
Chief Executive Officer
Date: April 29, 2003
ADDITIONAL SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 on Form 10-K/A has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William P. Long Chief Executive Officer and April 29, 2003
------------------------- Director (Principal Executive
William P. Long Officer)
/s/ Edward Dickinson Chief Financial Officer, April 29, 2003
------------------------- Secretary and Director
Edward Dickinson (Principal Financial and
Accounting Officer)
/s/ James I. Golla* Director April 29, 2003
-------------------------
James I. Golla
/s/ George Hartman* Director April 29, 2003
-------------------------
George Hartman
/s/ Robert Sheldon* Director April 29, 2003
-------------------------
Robert Sheldon
* By: /s/ William P. Long
--------------------------------------------
William P. Long, Attorney-in-Fact
14
CERTIFICATIONS
I, William P. Long, certify that:
1. I have reviewed this Amendment No. 1 on Form 10-K/A of Altair
Nanotechnologies Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: April 29, 2003 /s/ William P. Long
----------------------------------------
William P. Long, Chief Executive Officer
15
I, Edward Dickinson, certify that:
1. I have reviewed this Amendment No. 1 on Form 10-K/A of Altair
Nanotechnologies Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: April 29, 2003 /s/ Edward Dickinson
-----------------------------------------
Edward Dickinson, Chief Financial Officer
16