S-3MEF

As Filed with the Securities and Exchange Commission on May 22, 2009

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3MEF

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Altair Nanotechnologies Inc.

(Exact name of registrant as specified in its charter)

Canada (State or other jurisdiction of incorporation or organization) 33-1084375 (I.R.S. employer identification number)

204 Edison Way

Reno, Nevada 89502

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (775) 856-2500

Terry Copeland Chief Executive Officer Altair Nanotechnologies Inc. 204 Edison Way Reno, Nevada 89502 (775) 858-3770 (Name, address, including zip code, and telephone number, including area code, of agent for service)   Copies to:   Bryan T. Allen, Esq. Parr Brown Gee & Loveless 185 South State Street, Suite 800 Salt Lake City, Utah 84111 Phone: (801) 257-7963 Facsimile: (801) 532-7750  

Approximate date of commencement of the proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-137099

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filero Accelerated filerx Non-accelerated filero Smaller reporting companyo

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed Addition to Maximum  aggregate offering price(1)(2)		Amount of registration  fee(3)
Common shares, without par value (4)
Warrants to purchase common shares (4)
Units of common shares (4) and warrants to purchase     common shares (4)
Total	$	3,750,338.08	$210

(1)	The Registration Statement, File No. 333-137099, registered such indeterminate number of common shares and warrants to purchase common shares, and such indeterminate number of units of warrants and common shares, as shall have an aggregate initial offering price not to exceed $50,000,000.  Of such securities, an aggregate of $31,248,309.60 have been sold, leaving a remaining balance of $18,751,690.40.   Pursuant to this Registration Statement, there are be registered an additional indeterminate number of common shares and warrants to purchase common shares, and such indeterminate number of units of warrants and common shares, as shall have an aggregate initial offering price not to exceed $3,750,338.08.
(2)	The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
(3)	The Registrant previously paid a filing fee of $5,350 in connection with the previously filing of the Registration Statement on Form S-3, File No. 333-137099, which Registration Statement contemplated the registration of $50,000,000 in securities.  The fee with respect to this Registration Statement is calculated pursuant to Rule 457(o) under the Securities Act.
(4)	Each common share includes an attached right arising under, and subject to the terms described in, the Amended and Restated Shareholder Rights Plan Agreement dated October 15, 1999 between the issuer and Equity Transfer Services, Inc., as the Rights Agent

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT.

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EXPLANATORY STATEMENT

This Registration Statement on Form S-3 is being filed pursuant to Rule 462(b) and General Instruction IV(A) to Form S-3, both promulgated under the Securities Act of 1933, as amended, to register an indeterminate number of common shares, no par value per share, and warrants to purchase common shares, and such indeterminate number of units of warrants and common shares, of Altair Nanotechnologies, Inc. (the “Company”) as shall have an aggregate initial offering price not to exceed $3,750,333.08.  This Registration Statement includes the registration statement cover page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered, together with related consent, and a consent of the Company’s independent public accountants.   This Registration Statement relates to the Company’s Registration Statement on Form S-3, as amended (File No. 333-137099).  The Company is filing this Registration Statement for the sole purpose of increasing the aggregate value of securities that may be offered and sold by $3,750,338.08.

INCORPORATION BY REFERENCE

The contents of the Registration Statement, including exhibits, and each document incorporated by reference therein, on Form S-3 relating to the registration of $50,000,000 in securities of the Company filed on September 5, 2006, File number 333-137099, as amended and supplemented, which was declared effective by the Securities and Exchange Commission on October 3, 2006 and which remains effective as of the date of this filing, are incorporated herein by reference.

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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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reno, State of Nevada on May 22, 2009.

ALTAIR NANOTECHNOLOGIES INC.
By:	/s/ Terry M. Copeland
	Terry M. Copeland,
	President and Chief Executive Officer

ADDITIONAL SIGNATURES

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.

Signature	Title	Date
/s/ Terry M. Copeland                                    Terry M. Copeland	President, Chief Executive Officer and Director (Principal Executive Officer)	May 22, 2009
/s/ John Fallini                                                 John Fallini	Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	May 22, 2009
/s/ Jon N. Bengston                                        Jon N. Bengston	Director	May 22, 2009
/s/ Eqbal Al Yousuf                                        Eqbal Al Yousuf	Director	May 22, 2009
/s/ Michel Bazinet                                          Michel Bazinet	Director	May 22, 2009
/s/ George Hartman                                       George Hartman	Director	May 22, 2009
/s/ Robert F. Hemphill Jr.                                Robert F. Hemphill Jr.	Director	May 22, 2009
/s/ Robert G. van Schoonenberg                 Robert G. van Schoonenberg	Director	May 22, 2009
/s/ Pierre Lortie                                               Pierre Lortie	Director	May 22, 2009

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EXHIBIT INDEX

Exhibit
Number	Description
5.1	Opinion of Cassels Brock
23.1	Consent of Perry-Smith LLP
23.2	Consent of Cassels Brock (included in Exhibit 5.1)

5

EX-5.1

EXHIBIT 5.1

Cassels Brock & Blackwell LLP

40 King Street West, Suite 2100

Scotia Plaza

Toronto, ON  M5H 3C2

May 22, 2009

The Board of Directors of Altair Nanotechnologies Inc.

204 Edison Way

Reno, Nevada 89502

Re:      Prospectus Supplement to Registration Statement on Form S-3

Dear Sirs/Mesdames:

We have acted as Canadian counsel to Altair Nanotechnologies Inc., a corporation incorporated under the Canada Business Corporations Act (the “Corporation”), in connection with  the Registration Statement on Form S–3, File No.333-137099, together with the Registration Statement on Form S-3MEF  (collectively, the “Registration Statement”) filed with the Securities and Exchange Commission by the Corporation under the Securities Act of 1933, as amended (the “Securities Act”) for the registration of the Corporation's common shares (the “Common Shares”), warrants to purchase Common Shares (the “Warrants”) and units of Warrants and Common Shares (the “Units”), all of which may be issued from time to time on a delayed basis pursuant to Rule 415 under the Securities Act.  The Units are to be sold by the Corporation to selected investors pursuant to subscription agreements (each, a “Subscription Agreement”) by and between the Corporation and the various purchasers of the Shares and Warrants.  The Corporation has provided us with a prospectus (the “Prospectus”), which forms part of the Registration Statement. The Prospectus provides that it will be supplemented in the future by one or more prospectus supplements (each, a “Prospectus Supplement”).

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 to the Corporation as such laws exist on the date hereof.

Based upon and subject to the foregoing, we are of the opinion that:

1.    With respect to the Common Shares offered under the Registration Statement, provided that (i) any required post-effective amendment to the Registration Statement has become effective under the Securities Act and the Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the issuance of the Common Shares has been duly authorized by all necessary corporate action on the part of the Corporation; (iii) the issuance and sale of the Common Shares do not violate any applicable law, are in conformity with the Corporation’s then operative articles of incorporation or continuance (the “Articles of Incorporation”) and Bylaws (the “Bylaws”), do not result in a default under or breach of any agreement or instrument binding upon the Corporation and comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Corporation; and (iv) the certificates for the Common Shares have been duly executed by the Corporation, countersigned by the transfer agent therefor and duly delivered to the purchasers thereof against payment therefor, then the Common Shares, when issued and sold as contemplated in the Registration Statement, the Prospectus and the related Prospectus Supplement(s) and in accordance with any applicable duly authorized, executed and delivered purchase, underwriting or similar agreement, will be duly authorized, validly issued, fully paid and nonassessable.

2.    With respect to the Warrants issued under the Subscription Agreement and offered under the Registration Statement, provided that (i) the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the Subscription Agreement has been duly authorized by the Corporation and any other party required to sign the same by all necessary corporate action; (iii) the Subscription Agreement has been duly executed and delivered by the Corporation and any other party required to sign the same; (iv) the issuance and terms of the Warrants have been duly authorized by the Corporation by all necessary corporate action; (v) the terms of the Warrants and of their issuance and sale have been duly established in conformity with the Subscription Agreement and as described in the Registration Statement, the Prospectus and the related Prospectus Supplement(s), so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Corporation, so as to be in conformity with the Articles of Incorporation and Bylaws, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Corporation; and (vi) the Warrants have been duly executed and delivered by the Corporation and authenticated by any party required to authentic or execute the same and delivered against payment therefor, then the Warrants, when issued and sold in accordance with the Subscription Agreement and a duly authorized, executed and delivered purchase, underwriting or similar agreement, will be duly authorized and validly issued.

We hereby consent to the reference to our firm under “Legal Matters” in the prospectus which constitutes a part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

Yours very truly,

/s/ Cassels Brock & Blackwell LLP

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EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3MEF of our report dated March 10, 2009 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear in the Annual Report on Form 10-K of Altair Nanotechnologies, Inc. and subsidiaries for the year ended December 31, 2008.

/s/ Perry-Smith LLP

Sacramento, California

May 21, 2009