Altair Nanotechnologies, Inc.
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 2, 2007
Altair
Nanotechnologies Inc.
(Exact Name of Registrant as Specified in its Charter)
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Canada
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1-12497
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33-1084375
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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204
Edison Way
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Reno,
NV
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89502
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number, Including Area Code:
(775)
856-2500
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
1.01 Entry into Material Definitive Agreement.
The
information set forth in Item 3.02 of this Form 8-K is incorporated herein
by
reference.
Item
3.02 Unregistered Sales of Equity Securities.
On
March
2, 2007, Altair Nanotechnologies Inc. (the “Company”) entered into, and closed
the transaction contemplated by, a Stock Purchase Agreement (the “Agreement”)
with The AES Corporation (the “Investor”). Pursuant to the Agreement, the
Investor purchased from Altair, and Altair sold to the investor, 895,523 common
shares of Altair for an aggregate purchase price of $3,000,000, or approximately
$3.35 per share. Altair also agreed to file a registration statement registering
the resale of such common shares. A copy of the Agreement is attached hereto
as
Exhibit 10.1.
The
offer
and sale of such common shares were effected in reliance upon the exemptions
for
sales of securities not involving a public offering, as set forth in Section
4(2) of the Securities Act and rules promulgated thereunder, including
Regulation D, based upon the following: (a) the Investor confirmed to the
Company that it was an “accredited investor,” as defined in Rule 501 of
Regulation D promulgated under the Securities Act and had such background,
education and experience in financial and business matters as to be able to
evaluate the merits and risks of an investment in the securities; (b) there
was
no public offering or general solicitation with respect to the offering; (c)
the
Investor was provided with certain disclosure materials and all other
information requested with respect to the Company; (d) the Investor acknowledged
that all securities being purchased were “restricted securities” for purposes of
the Securities Act, and agreed to transfer such securities only in a transaction
registered under the Securities Act or exempt from registration under the
Securities Act; (e) a legend was placed on the certificates representing each
such security stating that it was restricted and could only be transferred
if
subsequently registered under the Securities Act or transferred in a transaction
exempt from registration under the Securities Act; and (f) the Company plans
to
file a Form D with the SEC reporting the transaction.
Item
7.01 Regulation FD Disclosure.
On
March
5, 2007, Altair issued a press release entitled “AES Corporation Makes Strategic
Investment in Altair Nanotechnologies,” a copy of which is attached hereto as
Exhibit 99.1
The
information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is
intended to be furnished and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act, or otherwise subject to the liabilities
of
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act or the Securities Exchange Act, except as expressly
set
forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
10.1
Stock
Purchase Agreement with The AES Corporation
99.1
Press
release dated March 5, 2007.
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
6,
2007
By:
/s/
Edward Dickinson
Edward
Dickinson, Chief Financial Officer