-----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, OJ89gvJb4RBDrIN8rzFEEgw+lBXxXes4t85eG2aEY9oSwVr6W0W0lJb1QkooFGAz AI7aBrzppWUMoqyAFG1q7g== 0000931731-05-000047.txt : 20050311 0000931731-05-000047.hdr.sgml : 20050311 20050310174827 ACCESSION NUMBER: 0000931731-05-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050307 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050311 DATE AS OF CHANGE: 20050310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTAIR NANOTECHNOLOGIES INC CENTRAL INDEX KEY: 0001016546 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 870372759 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12497 FILM NUMBER: 05673419 BUSINESS ADDRESS: STREET 1: 204 EDISON WAY STREET 2: N/A CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: (775) 858-3744 MAIL ADDRESS: STREET 1: 204 EDISON WAY STREET 2: N/A CITY: RENO STATE: NV ZIP: 89502 FORMER COMPANY: FORMER CONFORMED NAME: ALTAIR INTERNATIONAL INC DATE OF NAME CHANGE: 19970529 FORMER COMPANY: FORMER CONFORMED NAME: ALTAIR INTERNATIONAL GOLD INC DATE OF NAME CHANGE: 19960611 8-K 1 altair-8k031005.txt ALTAIR 8K 031005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 10, 2005 (March 7, 2005) Altair Nanotechnologies Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Canada 1-12497 33-1084375 - ------------------------------- ----------------- -------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 204 Edison Way Reno, NV 89502 - ---------------------------------------- ------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (801) 858-3750 N/A ----------------------------------------------------------- (Former name, former address, and formal fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On March 7, 2005, Altair Nanotechnologies Inc. (the "Company") terminated the employment of Rudi E. Moerck, its former President. Alan Gotcher, current Chief Executive Officer, will assume the position of President of the Company. Item 7.01 Regulation FD Disclosure. On March 10, 2005, the Company issued a press release entitled "ALTAIR NANOTECHNOLOGIES INC. Terminates President, Rudi E. Moerck, Ph.D." The full text of the press release is provided herewith as Exhibit 99.1 The information in Item 7.01 of this Report (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release issued by the Company dated March 10, 2005. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Altair Nanotechnologies Inc. Dated: March 10, 2005 By /s/ Alan Gotcher ---------------------------------------- Alan Gotcher Chief Executive Officer -3- EX-99.1 2 ex99-1.txt NEWS RELEASE 031005 Important News From_____________________________________________________________ For Additional Information: Marty Tullio or Mark Tullio McCloud Communications, LLC A L T A I R Nanotechnologies Inc. 949-553-9748 marty@mccloudcommunications.com ________________________________________________________________________________ ALTAIR NANOTECHNOLOGIES INC. Terminates President Rudi E. Moerck, Ph.D. RENO, NV - March 10, 2005 - Altair Nanotechnologies, Inc. (NASDAQ: ALTI), today announced that it had terminated the employment of its former President, Rudi E. Moerck, PhD. Alan J. Gotcher PhD, Chief Executive Officer, will assume the additional responsibilities of President. "During 2004 and early 2005, Altair's Management and Board of Directors have been significantly strengthened and our R&D teams and scientists are strong. We have prioritized and narrowed our project technology focus and have made remarkable progress in the past six months" commented Alan Gotcher, CEO. "As a result of our recent financing, Altair is in the strongest financial position it has ever been in with a clean balance sheet with only $3 million in debt and over $31 million in cash. Altair has technology, products, partners and cash with a strong vision, business plan and talented team. We believe Altair is well positioned for growth" stated Dr. Gotcher. Altair Nanotechnologies, Inc. - ----------------------------- The company is organized into two divisions: Life Sciences and Performance Materials. The Life Sciences Division is pursuing market applications in pharmaceuticals, drug delivery, dental materials, cosmetics and other medical markets. The Performance Materials Division is pursuing market applications in Advanced Materials for Paints and Coatings (titanium pigments and thermal spray coatings), Advanced Materials for Improving Process Technologies (titanium metal manufacturing, catalysts and water treatment), Advanced Materials for Alternative Energy (high performance batteries, fuel cell and photovoltaics) and other high performance material applications. For additional information on Altair and its nano-materials, visit www.altairnano.com. Altair Nanotechnologies, Inc.(R), Altair NanomaterialsTM, AltairnanoTM, TiNano(R), RenaZorbTM, NanoCheckTM, TiNano SpheresTM and the Altair Hydrochloride Pigment ProcessTM are trademarks or registered trademarks of Altair Nanotechnologies, Inc. Forward-Looking Statements - -------------------------- This release may contain forward-looking statements as well as historical information. Forward-looking statements, which are included in accordance with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, may involve risks, uncertainties and other factors that may cause the company's actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this release. These risks and uncertainties include, without limitation, the risks that Altair's proposed products and 1 technologies will not be completed, will not benefit from large scale market acceptance or will not otherwise generate sufficient revenue in the long run; that various Altair's cash and non-cash expenses will significantly rise during the following year as a result of unforeseen events; that Altair's revenue will not continue to grow at projected rates, at rates consistent with past growth or at all due to cancellation or expiration of existing revenue-generating contracts and a failure to attract revenue from new sources; that, due to unexpected expenses, Altair will be unable to meet its financial obligations; and that, even if Altair's revenues continue to grow, such growth will not exceed the growth of expenses and, as a result, Altair will never generate a net profit. There is a significant risk that, for the reasons set forth this paragraph and other reasons, one or more of those assumptions may prove to be materially inaccurate. In addition, other risks are identified in the company's most recent Annual Report on Form 10-K, as filed with the SEC. Such forward-looking statements speak only as of the date of this release. The company expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any changes in company expectations or results or any change in events. # # # 2 -----END PRIVACY-ENHANCED MESSAGE-----