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):
May 20, 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):
o Written communications pursuant to Rule 425 under
the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o 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 for Principal Officers.
Resignation
of Rudi Moerck. On
Friday, May 20, 2005, Rudi E. Moerck resigned from the Board of Directors of
Altair Nanotechnologies Inc. (the “Company” or “Altair”). Mr. Moerck served on
no committees of the Board of Directors of the Company at the time of his
resignation. Mr. Moerck was previously President of the Company, but his tenure
as President and employment were terminated by the Company on March 7, 2005. The
Company and Mr. Moerck have discussed since that time a possible
post-termination consulting arrangement, extensions of Mr. Moerck options, a
settlement of a dispute over ownership of intellectual property and related
issues, but such discussions have not lead to any agreement or resolution.
Mr.
Moerck was not nominated by the Company as a candidate for director at the
upcoming shareholders meeting of the Company and, absent his resignation, his
term as director would have expired this coming Thursday, May 26, 2005.
Mr.
Moerck characterizes his resignation as stemming from a disagreement about the
Company’s operations, policies or practices and has submitted to the Company a
letter describing his perspective (the “Moerck Letter”). The Moerck Letter is
attached as an Exhibit hereto. In light of the complexity of, and the
inconsistencies in, the information before the Company related to Mr. Moerck’s
resignation, the Company is uncertain to what extent Mr. Moerck’s resignation
stems from a disagreement about the Company’s operations, policies or practices.
Response
to Certain Allegations of Mr. Moerck. As is
evident from the Moerck Letter, Mr. Moerck is disappointed about the diminished
role he played at Altair following the hiring of Alan Gotcher as Chief Executive
Officer in August 2004, Altair's pursuit of material science products and
technologies in addition to the Life Science products and technologies closely
associated with Mr. Moerck, Altair’s termination of his employment and Altair’s
decision not to nominate him as a candidate for director at the Company’s
upcoming shareholders meeting. Altair is disappointed that Mr. Moerck has chosen
what it believes is an inappropriate forum and means for airing his personal and
policy grievances.
The
Moerck Letter includes many allegations, most of which are personal to Mr.
Moerck. The Company is not inclined to respond to such allegations. The Moerck
Letter also includes certain factual allegations that the Company believes are
material and misleading, and accordingly, is responding below.
1. Mr.
Moerck has requested that the Audit Committee of the Company investigate claims
made by Altair related to improved battery electrode materials and recent press
releases. The Company’s Audit Committee responded by informing Mr. Moerck that
it had in place a plan for an investigation into various matters of concern. The
Audit Committee also confirmed its intent to discharge its duties in accordance
with governing corporate and securities laws and in the best interest of the
shareholders of the Company. The Audit Committee also notified Mr. Moerck
that his actions or omissions may be within the scope of the investigation and
requested that Mr. Moerck cease his efforts to influence the scope and direction
of the investigation. With respect to the investigation, management stresses
that such an investigation is standard procedure in response to allegations of
wrongdoing and that the mere fact of an investigation does not reflect a
determination by any person or committee that wrongdoing has occurred.
Management also notes that it has, and expects to, cooperate with all requests
made in connection with the investigation.
2. Mr.
Moerck takes issue with Altair’s battery electrode initiative, claiming that the
technological issues are formidable and that the time to market, and market
potential. are discouraging. Mr. Moerck cites data provided to Altair in 2002 by
Ntera and Xoliox as support for his position. Management believes that Xoliox
has ceased to do business, and that the reports are directed to a generation of
battery materials that was under development more than two years ago and that
Altair’s current generation of battery electrode materials exhibit significantly
improved performance and commercial potential. Management stands behind the
performance claims it has made regarding batteries using Altair’s electrode
materials, which were based on independent testing by a world-renowned battery
research group at Rutgers University, and remains optimistic about the near-term
and long-term commercial opportunities for such materials.
3. Mr.
Moerck also suggests that the statements with respect to one of Altair’s battery
partners, China-based Advanced Battery Technologies Inc. (“ABAT”), set forth in
the press release dated April 4, 2005 and subsequent communications were
misleading in that, among other things, they “described ABAT as a company with
$40 million in revenues and 1,200 employees.” (Note that the revenues number in
the press release was actually a revenue projection for 2005, not a claim with
respect to historical revenues). On May 16, 2005, ABAT filed a Quarterly Report
on Form 10-Q in which it stated that, as of April 5, 2005, it had 1,260
employees and a current backlog of approximately $29 million. The Company has
confirmed the employee information with the provincial Department of Labor. In
addition, scientists and management from Altair recently visited ABAT’s factory
in Harbin, China and report finding research, development and production
facilities that are actively producing thousands of batteries a day and actively
working on a prototype battery with Altair’s nanomaterials. Specifically, ABAT
has created test-quantities of polymer lithium ion batteries incorporating
Altair’s advanced electrode materials and, in tests conducted in May 2005, such
batteries are performing as expected and exhibit rapid charge and discharge
times.
Altair is
in the best financial and leadership position in the Company’s history, with
over $30M in cash, a strong management team and an able Board of Directors. In
the past nine months, the Company has sharpened its focus and reduced the number
of product platforms to six. There are three platforms in the Performance
Materials Division and three in the Life Science Division. Progress is being
made in all six product platforms.
Altair
has demonstrated significant improvements in commercializing its product
technology. It has a clear vision, a strong business plan and is making
substantial progress. Altair’s management team and Board of Directors are
committed to increasing shareholder value.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits.
The
letter included in this Item 9.01 was was drafted by, or on behalf of, Rudi E.
Moerck. The Company expressly disclaims any responsibility for, or the accuracy
of, the information in the letter included in the Item 9.01 and is filing such
letter solely in order to satisfy a requirement under Item 5.02 of Form 8-K.
99.1
Letter from Mr. Moerck to Mr. Gotcher dated May 20, 2005
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. |
|
|
|
| Date: May
25, 2005 |
By: |
/s/ Alan
Gotcher |
| |
Alan
Gotcher |
| |
Chief
Executive Officer |
4