-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CRBPBHEBtnywSl6KkKqrbUspT0PpHnC+CHqmYHl0UDdJ53CPfXqZwVFqZg/SjpMv Vb1n+rThV9RR0v52B/sHRw== 0000931731-02-000299.txt : 20020903 0000931731-02-000299.hdr.sgml : 20020903 20020903172336 ACCESSION NUMBER: 0000931731-02-000299 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020903 EFFECTIVENESS DATE: 20020903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTAIR NANOTECHNOLOGIES INC CENTRAL INDEX KEY: 0001016546 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 870372759 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-99099 FILM NUMBER: 02755671 BUSINESS ADDRESS: STREET 1: 1725 SHERIDAN AVE STREET 2: SUITE 140 CITY: CODY STATE: WY ZIP: 82414 BUSINESS PHONE: 3075878245 MAIL ADDRESS: STREET 1: 1725 SHERIDAN AVE STREET 2: SUITE 140 CITY: CODY STATE: WY ZIP: 82414 FORMER COMPANY: FORMER CONFORMED NAME: ALTAIR INTERNATIONAL GOLD INC DATE OF NAME CHANGE: 19960611 FORMER COMPANY: FORMER CONFORMED NAME: ALTAIR INTERNATIONAL INC DATE OF NAME CHANGE: 19970529 S-8 1 s8.txt As filed with the Securities and Exchange Commission on September 3, 2002 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 -------- REGISTRATION STATEMENT Under the Securities Act of 1933 ALTAIR NANOTECHNOLOGIES INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Canada None (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) - -------------------------------------------------------------------------------- 1725 Sheridan Avenue, Suite 140 Cody, Wyoming 82414 Telephone: (307) 587-8245 (Address of Principal Executive Offices, including Zip Code) Altair Nanotechnologies Inc. 2002 Employee Wage Stock Purchase Plan (Full title of the plan) William P. Long Copy to: Chief Executive Officer Bryan T. Allen Altair Nanotechnologies Inc. Stoel Rives, LLP 1725 Sheridan Avenue, Suite 140 201 South Main Street, Suite 1100 Cody, Wyoming 82414 Salt Lake City, Utah 84111 (307) 587-8245 (801) 578-6908 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ======================================= ================= =================== ====================== =================== Proposed Maximum Proposed Maximum Amount of Amount to be Offering Price Aggregate Offering Registration Title of Securities to be Registered Registered(1) per Share(2) Price(2) Fee(2) - --------------------------------------- ----------------- ------------------- ---------------------- ------------------- Common Shares, without par value 500,000 $0.60 $300,000 $28 - --------------------------------------- ----------------- ------------------- ---------------------- -------------------
(1) This Registration Statement shall also cover any additional common shares which become issuable under the 2002 Employee Wage Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding common shares of Altair Nanotechnologies Inc. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low price per common shares of Altair Nanotechnologies Inc. as reported on the Nasdaq National Market on August 28, 2002. 1 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* ---------------- Item 2. Registrant Information and Employee Plan Annual Information.* ----------------------------------------------------------- * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed by Altair Nanotechnologies Inc. (the "Registrant") with the Securities and Exchange Commission (the "SEC") are hereby incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2001 filed with the SEC on April 1, 2002. (2) The Registrant's Current Report on Form 8-K filed with the SEC on May 10, 2002. (3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 filed with the SEC on May 15, 2002. (4) The Registrant's Current Report on Form 8-K filed with the SEC on July 18, 2002. (5) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 filed with the SEC on August 14, 2002. (6) The description of the Common Stock contained in the Registrant's registration statement on Form 10-SB, File No. 0-24372, as amended by the Current Report on Form 8-K filed with the SEC on July 18, 2002. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. 2 Item 4. Description of Securities. ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Our Bylaws The Registrant's Bylaws provide that, to the maximum extent permitted by law, the Registrant shall indemnify a director or officer of the Registrant, a former director or officer of the Registrant, or another individual who acts or acted at the Registrant's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity. The Canada Business Corporations Act Section 124 of the Canada Business Corporations Act provides as follows with respect to the indemnification of directors and officers: (1) A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual in involved because of that association with the corporation or other entity. (2) A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfill the conditions of subsection (3). (3) A corporation may not indemnify an individual under subsection (1) unless the individual (a) acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation's request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful. (4) A Corporation may with the approval of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual's association with the corporation or other entity as described in subsection (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions set out in subsection (3). (5) Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual's association with the corporation or other entity as described in subsection (1), if the individual seeking indemnity 3 (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and (b) fulfills the conditions set out in subsection (3) Insurance (6) A corporation may purchase and maintain insurance of the benefit of an individual referred to in subsection (1) against any liability incurred by the individual (a) in the individual's capacity as a director or officer of the corporation; or (b) in the individual's capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation's request. Application to court (7) A corporation, an individual or an entity referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order that it sees fit. (8) An applicant under subsection (7) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel. (9) On an application under subsection (7) the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel. Employment Agreements With Certain Officers Pursuant to an employment agreement with William P. Long, the President, Chief Executive Officer and a director of the Registrant, the Registrant 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 Registrant, except as arise as a result of fraud, felonious conduct, gross negligence or acts of moral turpitude on the part of Dr. Long. In addition, Mineral Recovery Systems, Inc. ("MRS"), a wholly-owned subsidiary of the Registrant, has agreed to assume all liability for and to indemnify, protect, save, and hold harmless Patrick Costin (Vice President of the Registrant 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 Registrant. Other Indemnification Information Indemnification may be granted pursuant to any other agreement, bylaw, or vote of shareholders or directors. In addition to the foregoing, the Registrant maintains insurance through a commercial carrier against certain liabilities which may be incurred by its directors and officers. The foregoing description is necessarily general and does not describe all details regarding the indemnification of officers, directors or controlling persons of the Registrant. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, 4 unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The rights of indemnification described above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under any bylaw, agreement, vote of stockholders or directors or otherwise. Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. --------
Exhibit No. Description Incorporated by Reference/ Filed Herewith (and Sequential Page #) - ---------------- ---------------------------------------- ------------------------------------------------------- Incorporated by reference to Registration Statement 4.1 Form of Common Stock Certificate on Form 10-SB filed with the Commission on November 25, 1996, File No. 1-12497. Shareholders Rights Plan Agreement dated November 27, 1998, between Incorporated by reference to the Registrant's Current 4.2 Altair Nanotechnologies Inc. and Report on Form 8-K filed with the Commission on Equity Transfer Services Inc. December 29, 1998, File No. 1-12497. Amended and Restated Shareholder Rights Plan dated October 15, 1999, Incorporated by reference to the Registrant's Current 4.3 between the Registrant and Equity Report on Form 8-K filed with the Commission on Transfer Services, Inc. November 19, 1999, File No. 1-12497. 4.4 2002 Employee Wage Stock Purchase Plan Filed herewith 5 Opinion of Goodman and Carr LLP Filed herewith 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 page 7 hereof
Item 9. 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 of 1933; (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; 5 (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) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cody, State of Wyoming on this 30th day of August, 2002. ALTAIR NANOTECHNOLOGIES INC. By /s/ William P. Long -------------------------------------------------- William P. Long, 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 Chief Executive Officer, and Director August 30, 2002 - ------------------------- (Principal Executive Officer and authorized William P. Long representative of the Registrant in the United States) /s/ Edward H. Dickinson Chief Financial Officer and Director August 30, 2002 - ------------------------- (Principal Financial Officer and Principal Edward H. Dickinson Accounting Officer) /s/ James I. Golla Secretary and Director August 30, 2002 - ------------------------- James I. Golla August 30, 2002 - ------------------------- Director George E. Hartman - ------------------------- Director Robert Sheldon
7 EX-4.4 3 ex4no4.txt Altair Nanotechnologies Inc. 2002 WAGE STOCK PURCHASE PLAN 1. Purpose of the Plan. Altair Nanotechnologies Inc. (the "Company") believes that ownership of its common shares ("Common Stock") by employees of the Company and its subsidiaries is desirable as an incentive to better performance and improvement of profits, and as a means by which employees may share in the rewards of growth and success. In addition, the Company is experience a shortage of working capital and wants to periodically give employees the opportunity to accept Common Stock in lieu of part of their wages. The purposes of the Company's 2002 Wage Stock Purchase Plan (the "Plan") are (i) to provide a convenient means by which employees of the Company and its subsidiaries may purchase shares of Common Stock through payroll deductions, and (ii) to permit the Company from time to time to reduce cash expenditures by giving employees an opportunity to accept shares of Common Stock in lieu of salary. The Plan is not intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Administration of the Plan. The Plan shall be administered by a committee ("Committee") comprised of two or more non-employee directors of the Company created by the Board of Directors of the Company (the "Board of Directors"); provided, however, at any time there does not exist a Committee satisfying the foregoing requirements, the entire Board of Directors shall serve as the Committee. The Board of Directors may at any time remove any member of the Committee, with or without cause, fill vacancies and appoint new members of the Committee. The Committee shall have authority to promulgate rules and regulations for the operation of the Plan, to adopt forms for use in connection with the Plan, to decide any question of interpretation of the Plan or rights arising thereunder and generally to supervise the administration of the Plan. The Committee may consult with counsel for the Company on any matter arising under the Plan. All determinations and decisions of the Committee shall be conclusive. 3. Shares Reserved for the Plan. There are 500,000 shares of authorized but unissued Common Stock reserved for purposes of the Plan, subject to adjustment pursuant to Section 16. If the total number of shares subscribed for and proposed to be purchased on any Purchase Date (as defined in Section 5) would cause the aggregate number of shares issued under the plan to exceed the maximum number of shares reserved under this Section 2, the Committee shall make a pro rata allocation of shares available under the Plan. The Committee shall make such allocation of shares among Participants (as defined in Section 5) in as nearly a uniform manner as practicable and as the Committee shall determine to be equitable. 4. Eligible Employees. The term Eligible Employee means any full-time employee of the Company and each subsidiary (whether currently a subsidiary or becoming a subsidiary in the future) of the Company, provided that the employee has been continuously employed by either the Company or any subsidiary of the Company for at least 1 month. For purposes of the Plan, the term "subsidiary" of the Company has the meaning prescribed in Section 424(f) of the Code. A "full-time employee" is any employee of the Company or a subsidiary excluding, however, any employee whose customary employment is 20 hours or less per week or whose customary employment is for not more than five months in any calendar year. For all purposes of the Plan, an employee is considered to be employed continuously during any period not exceeding 90 days during which the employee is on sick leave, military leave or other bona fide leave of absence (such as temporary employment by government). 1 5. Offering of Stock for Wages under the Plan. (a) Company's Initiation of An Offering. The Plan shall be implemented by a series of offerings (each, an "Offering"), each of which shall commence and terminate when, as, and if determined by the Committee. Each Offering shall be preceded by a written notice of offering (the "Offering Notice") sent to all Eligible Employees, which Offering Notice shall specify the following: (i) a period (the "Subscription Period") during which the Eligible Employees may elect whether or not to participate in the Offering; (ii) a method, consistent with Section 6 hereof, by which Eligible Employees may notify the Company of their election to participate in the Offering; (iii) the date payroll deductions for the Offering, as described in Section 6, shall commence (the "Commencement Date"); and (iv) the date payroll deductions shall terminate and the purchase and sale of shares in the Offering shall be consummated (the "Purchase Date"). The period between the Commencement Date and the Purchase Date shall be the "Deduction Period." (b) An Employee's Election to Participate. An Eligible Employee may elect to participate in an Offering by filing with the Company, on or before the expiration of the Subscription Period, a subscription and payroll deduction authorization in the form described in the Offering Notice. (Any Eligible Employee who has duly elected to participate in an Offering is a "Participant" with respect to such Offering). A subscription and payroll deduction authorization shall apply only to the Offering with respect to which it is made, and a new subscription and payroll deduction authorization shall be necessary for each Offering. The payroll deduction authorization will authorize the employing corporation to make payroll deductions from each of the Participant's paychecks during an Offering the Participant is participating in. Payroll deductions from any paycheck may not be less than 50% of the employee's Adjusted Net Compensation (as defined below) for the Deduction Period and may not be more than the employee's Adjusted Net Compensation for the Deduction Period. 2 "Compensation" means base salary, overtime, bonus, any commissions or shift differentials that function as base salary equivalents, and shall include such amounts that an employee waives pursuant to a salary reduction arrangement under any cash or deferred or cafeteria plan maintained by the Company or a subsidiary under Code sections 401(k) or 125. "Adjusted Net Compensation" shall mean Compensation less any amounts the Company is required to withhold on such Compensation for income taxes, FICA, workers compensation and similar programs. (c) Effect of Election to Participate. By electing to participate in an Offering, each Participant shall be deemed to have irrevocably subscribed under the Plan to purchase, on the Purchase Date, a number of shares of Common Stock determined in accordance with Section 7 for the price determined in accordance with Section 6, exclusively through payroll deductions. The failure of an employee to participate in any Offering shall not prevent such employee from being eligible to participate in any subsequent Offering. (d) No Amendment of Termination. After a Participant has elected to participate in an Offering, the Participant may not amend the payroll deduction authorization or terminate participation in the Offering. If a Participant ceases to be an employee of the Company or a parent or subsidiary of the Company for any reason, including death, disability or retirement, during an Deduction Period, the Participant's participation in the Offering shall nevertheless continue and the Participant shall accept Common Stock in lieu of Adjusted Net Compensation to the extent provided for in the Participant's election and subscription documents for all portions of the Deduction Period during which the Participant was an employee of the Company or one of its subsidiaries. 6. Purchase Price. The price at which shares shall be purchased in an Offering (the "Purchase Price") shall be the fair market value of a share of Common Stock on the Purchase Date of the Offering. The fair market value of a share of Common Stock on any date shall be determined as follows: (i) if the Common Stock is listed on any national stock exchange or national market system, including without limitation the NASDAQ National Market System or the NASDAQ SmallCap Market System, the closing sales price (or the closing bid, if no sales were reported) of the Common Stock as reported by such exchange or system; or (ii) if no reported price under (i) is available, such other value of the Common Stock as the Board of Directors shall determine in good faith to be the fair market value. 7. Number of Shares. The number of shares of Common Stock that a Participant shall be deemed to have subscribed for and shall purchase on each Purchase Date in each Offering shall be, subject to adjustment as provided for in Section 8, a whole number of shares equal to the result of (i) all Adjusted Net Compensation withheld from the pay of the Participant during the applicable Deduction Period in accordance with the Plan and the subscription and withholding documents tendered by the Participant, divided by (ii) the Purchase Price with respect to such Offering. No fractional shares shall be purchased during any Offering. 3 8. Broadly-Based Adjustment. In the event that, but for the effect of this Section 8, the number of shares of Common Stock that would be purchased by all of the Executive Officers of the Company as a group in any Offering would exceed the number of shares of Common Stock to be purchased in that Offering by all employees of the Company and any subsidiary that are not Executive Officers, the number of shares of Common Stock the Executive Officers as a group are deemed to have subscribed for in that Offering shall be reduced (pro rata, based upon the number of shares that would have been purchased) to a number equal to one share less than the number of shares of Common Stock to be purchased by all employees of the Company and any subsidiary that are not Executive Officers in that Offering. "Executive Officers" shall have the meaning set forth in Rule 405 promulgated under the Securities Act of 1933, as amended. Any amounts withheld from a Participant's Compensation under the Plan after a Purchase Date as a result of adjustments under this Section 8 or any other section of this Agreement shall be repaid to the Participant. 9. Delivery and Custody of Shares. Shares purchased by Participants pursuant to the Plan will be delivered to the Participant or any investment or financial firm appointed by the Participant within 5 business days of the respective Purchase Date. 10. Expense of the Plan. The Company will pay all expenses incident to operation of the Plan, including costs of record keeping, accounting fees, legal fees, commissions and issue or transfer taxes on purchases pursuant to the Plan and on delivery of shares to a Participant or to a Participant's appointee. The Company may, but shall not be required to, pay expenses, commissions or taxes incurred in connection with sales of shares by a Participant. 11. Rights Not Transferable. The right to purchase shares under the Plan is not transferable or assignable by a Participant except by will or by the laws of descent and distribution of the state or country of the Participant's domicile at the time of death, and such right is exercisable during the Participant's lifetime only by the Participant. 12. Tax Withholding. Each Participant who has purchased shares under the Plan shall immediately upon notification of the amount due, if any, pay to the Company in cash amounts necessary to satisfy any applicable federal, state and local tax withholding determined by the Company to be required. If the Participant fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the Participant, including salary, subject to applicable law. 13. Responsibility and Indemnity. Neither the Company, its Board of Directors, the Committee, any subsidiary, nor any member, officer, agent, or employee of any of them, shall be liable to any Participant under the Plan for any mistake of judgment or for any omission or wrongful act unless resulting from gross negligence, willful misconduct or intentional misfeasance. The Company will indemnify and save harmless its Board of Directors, the Committee, and any such member, officer, agent or employee against any claim, loss, liability or expense arising out of the Plan, except such as may result from the gross negligence, willful misconduct or intentional misfeasance of such entity or person. 4 14. Conditions and Approvals. The obligations of the Company under the Plan shall be subject to compliance with all applicable state and federal laws and regulations, compliance with the rules of any stock exchange or quotation service (such as the Nasdaq SmallCap Market) on which the Company's securities may be listed, and approval of such federal and state authorities or agencies as may have jurisdiction over the Plan or the Company. The Company will use its best effort to comply with such laws, regulations and rules and to obtain such approvals. 15. Amendment of the Plan. The Board of Directors may from time to time amend the Plan in any and all respects, except to the extent that any governing securities law, exchange regulation, or quotation service rule prohibits or restricts such amendment. 16. Adjustments Upon Changes in Capitalization. The number of shares reserved under Section 2, the number of shares that may be purchased by a Participant during an Offering pursuant to Section 7, and the purchase price per share under Section 6 all shall be proportionately adjusted for any increase or decrease in the number of outstanding shares of Common Stock in the event of any stock dividend, stock split, combination of shares, recapitalization or other change in the number of the outstanding shares of Common Stock that is effected without receipt of consideration by the Company; provided, however, that a conversion of any convertible security of the Company shall not be deemed to have been effected without the receipt of consideration. Adjustments under this Section 16 shall be made by the Board of Directors, whose determination of the adjustment shall be conclusive. 17. Merger or Sale. In the event that a sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation is consummated during any Deduction Period, the respective Offering shall automatically be terminated as of the date of such transaction, and all amounts withheld from the Compensation of any Participant as part of such Offering shall be paid to such Participant on the earlier to occur of (a) the date of the consummation of such transaction, (b) the date such Compensation would be paid in the ordinary course of business but for the effect of the Offering. 18. Termination of the Plan. The Plan shall terminate upon the earlier to occur of (a) when all of the shares reserved for purposes of the Plan have been purchased, or (b) August 31, 2003, provided that the Board of Directors in its sole discretion may at any time terminate the Plan without any obligation on account of such termination, except that such termination shall not affect any shares which have been subscribed for in an Offering that has not yet terminated. 19. Effective Date of the Plan. The Plan shall become effective on the date it is approved by the Board of Directors. The undersigned, who is the duly elected Chief Operating Officer of the Company, hereby certifies that, this Company's 2002 Wage Stock Purchase Plan was approved by the Board of Directors of the Company and became effective on August 6, 2002. 5 Altair Nanotechnologies Inc. By: /s/ Edward Dickinson ---------------------------- Edward Dickinson Chief Operating Officer 6 EX-5.1 4 ex5.txt Exhibit 5 GOODMAN AND CARR LLP Jay Goldman Barristers and Solicitors Direct Line: 416.595.2409 E-mail: jgoldman@goodmancarr.com ------------------------ File Number: 0000181 August 30, 2002 The Board of Directors of Altair Nanotechnologies Inc. 1725 Sheridan Avenue Suite 140 Cody, Wyoming 82414 Dear Sirs/Mesdames: Re: Registration Statement on Form S-8 - --------------------------------------- We have acted as Ontario counsel to Altair Nanotechnologies Inc., a corporation incorporated under the laws of Canadao (the "Corporation") in connection with the preparation of the Corporation's Registration Statement on Form S-8 (the "Registration Statement") registering the common shares issuable pursuant to the Corporation's 2002 Employee Wage Stock Purchase Plan (the "Plan"). In connection with the opinions hereinafter expressed, we have conducted or caused to be conducted such searches as we have considered necessary, advisable or relevant. We have also prepared or examined all such documents, corporate records of the Corporation, certificates of officers of the Corporation, and other materials as we considered advisable or relevant. We have also examined such statutes, corporate and public records and other documents including certificates or statements of public officials, and considered such matters of law, as we have deemed necessary as a basis for the opinions hereinafter expressed. For the purposes of the opinions set forth below, we have assumed, with respect to all documents examined by us, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic or original documents of all documents submitted to us as certified, conformed, telecopied or photostatic copies and the legal capacity at all relevant times of any natural person signing any such document. We are solicitors qualified to carry on the practice of law in the Province of Ontario only. We express no opinion as to any laws, or matters governed by any laws, other than the laws of the Province of Ontario and the federal laws of Canada applicable therein as such laws exist on the date hereof. Based upon and subject to the foregoing, we are of the opinion that when issued in accordance with the terms and conditions of the Plan, the terms and conditions of any governing subscription agreement and pursuant to the Registration Statement, the 500,000 common shares of the Corporation available for issuance pursuant to the Plan will be legally issued, fully paid and nonassessable. We hereby consent to the filing of the opinion as an exhibit to the Registration Statement and to the reference to our firm under "Legal Matters" in the prospectus which constitutes a part of the Registration Statement. Yours truly, /s/ Goodman and Carr LLP - ------------------------ Goodman and Carr LLP 1 EX-23.1 5 ex23-1.txt CONSENT OF DELOITTE TOUCHE INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Altair Nanotechnolgies Inc. (formerly known as "Altair Internaitonal Inc.") on Form S-8 of our report dated March 25, 2002, appearing in the Annual Report on Form 10-K of Altair International Inc. for the year ended December 31, 2001. DELOITTE & TOUCHE LLP Salt Lake City, Utah August 30, 2002 -----END PRIVACY-ENHANCED MESSAGE-----