altair_8k-072007.htm
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):
July 20, 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
July
20, 2007, Altair Nanotechnologies Inc. (the “Company”) entered into a Warrant
Issuance Agreement (the “Agreement”) with AES Energy Storage, LLC
(“AES”). The Agreement was signed into in connection with the Joint
Product Development and Equipment Purchase Agreement (the “Joint Development
Agreement”) executed by Altair and AES on the same date with respect to the
joint development by the two companies of energy storage systems for purchase
by
AES and potentially third parties. Pursuant to the Agreement,
the Company issued to AES a warrant (the “Initial Warrant”) to purchase 200,000
common shares of the Company at an exercise price of $3.64 per
share. The Initial Warrant becomes exercisable upon the earlier to
occur of December 31, 2007 and the date the pilot energy storage system is
delivered pursuant to the Joint Development Agreement, and it expires on
July
20, 2011. The Initial Warrant also includes a net exercise
provision.
Pursuant
to the Agreement, the Company has also agreed to issue to AES additional
warrants (each, a “Milestone Warrant”; collectively with the Initial Warrant,
the “Warrants”) to purchase Company common shares based on a formula
derived from revenue received from sales of energy storage systems to AES
and
its affiliates during the term of the Joint Development
Agreement. The number of Milestone Warrants the Company may be
required to issue is subject to an aggregate cap of 1.8 million Milestone
Warrants, which would be reached only if the Company received at least $90
million in revenue from sales of energy storage systems to AES during the
term
of the Joint Development Agreement. The Milestone Warrants are to be issued
annually by March 31 with respect to the prior year, have a four-year term
and
have an exercise price equal to the greater of (i) $3.64 and (ii) the closing
price on January 31 of the year of issuance less $5.00. The number of
Milestone Warrants the Company is obligated to issue in any year is capped
at
the lesser of 500,000 Milestone Warrants and the number of Milestone Warrants
with an associated expense, determined in accordance with GAAP, that is 10%
of
energy storage system revenue from AES (although warrants not issued as a
result
of the cap roll may over to a following year provided certain minimum sales
have
been acheived). The Milestone Warrants will include cashless exercise
provisions, and the Company has granted AES certain demand registration rights
with respect to common shares issuable upon the exercise of the Warrants.
A copy
of the Agreement is attached hereto as Exhibit 10.1.
The
offer
and sale of the Initial Warrants was, and the offer and sale of the Milestone
Warrants and the shares issuable upon exercise of the Warrants will be, 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)
AES 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) AES was provided with certain disclosure materials and all
other
information requested with respect to the Company; (d) AES 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 Initial Warrants, and will
be
placed on the Milestone Warrants and the shares issuable upon exercise of
the
Warrants, providing that each such security is restricted and can 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
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Warrant
Issuance Agreement (including form of Milestone
Warrant)*
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*
Certain
portions of this exhibit have been omitted pursuant to Rule 24b-2 and are
subject to a confidential treatment request.
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: July
26, 2007
By:
/s/
Edward Dickinson
Edward
Dickinson, Chief Financial Officer
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