altair_8k-0227808.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): February 27,
2008
|
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
1.02 Termination of a Material Definitive Agreement.
The
information set forth in the first and second paragraph of Item 5.02 is
incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On February 27, 2008, Alan Gotcher,
Chief Executive Officer and President of Altair Nanotechnologies Inc. (the
“Company”), agreed to resign as an officer of the Company. The Company intends
to immediately commence a search for a new Chief Executive Officer, which
process the Company expects will take several months.
Under the
terms of Dr. Gotcher’s employment agreement, if his employment is terminated by
the Company without cause and he signs a release in form and substance
reasonably satisfactory to the Company, he is entitled to receive a severance
benefit equal to his base salary for one year, health benefits for one year and
a pro-rated bonus for the current year (assuming the conditions for the bonus
are met).
On February 27, 2008, the Board of
Directors of the Company appointed Terry Copeland, age 56, as interim President
of the Company. Since November 13, 2007, Dr. Copeland has served as
Vice President of Operations for the Power and Energy Group of the
Company. Prior to joining the Company, Dr. Copeland worked as a
general manufacturing and technical consultant from 2004 through the end of
2007. From 2000 through 2003, Dr. Copeland was the Vice President of
Product Development at Millennium Cell, Inc., a development stage company
working with alternative fuels. From 1992 through 2000, Dr. Copeland
worked for Duracell, a leading consumer battery company, where he held positions
as Director of Product Development (1998-2000), Plant Manager (1995-1998) and
Director of Engineering (1992-1995). Dr. Copeland also worked for E.I.Dupont De
Nemours & Co., Inc. from 1978 to 1992, where his positions included Research
Engineer, Technical Manager and Manufacturing Manager. Dr. Copeland
earned a BChE in Chemical Engineering from the University of Delaware and a
Ph.D. in Chemical Engineering from Massachusetts Institute of
Technology.
Dr. Copeland’s employment with the
Company is governed by an employment agreement entered into on November 13,
2007. Under the employment agreement, Dr. Copeland is entitled to an
annual base salary equal to $225,000, an annual bonus target opportunity equal
to 60% of his base salary upon achievement of certain performance measures, and
standard health and other benefits. The employment agreement also
includes terms related to the assignment of inventions to the Company,
protection of confidential information, and 12-month non-competition and
non-solicitation covenants.
If Dr. Copeland’s employment is
terminated by Dr. Copeland for good reason, which includes, among other things,
(a) the Company requiring Dr. Copeland to relocate his place of employment
without Dr. Copeland’s consent, or (b) a material adverse change in Dr.
Copeland’s title, position, and/or duties 90 days before or within one year
after a change of control, Dr. Copeland is entitled to a severance benefit equal
to his base salary and health benefits for one year. The one-year
base salary severance benefit will be extended to 16 months if either (a) Dr.
Copeland terminates for good reason on or before November 13, 2009 on account of
a relocation that is more than 50 miles from Dr. Copeland’s initial place of
employment, or (b) Dr. Copeland consents to a relocation of his employment, but
subsequently terminates his employment with the Company for good reason on or
before the two-year anniversary of such relocation.
If Dr. Copeland’s employment is
terminated by the Company without cause, Dr. Copeland is entitled to a severance
benefit equal to his base salary for one year, health benefits for 18 months,
and a lump sum bonus payment equal to 60% of his base salary paid for the year
in which his termination occurred. The one-year base salary severance
benefit will be extended to 16 months if either (a) Dr. Copeland terminates for
good reason on or before November 13, 2009 on account of a relocation that is
more than 50 miles from Dr. Copeland’s initial place of employment, or (b) Dr.
Copeland consents to a relocation of his employment, but his employment is
subsequently terminated by the Company without cause on or before the two-year
anniversary of such relocation. Dr. Copeland is not entitled to any
severance if his employment is terminated at any time by the Company with cause
or by Dr. Copeland without good reason.
A copy such employment agreement is
filed as an Exhibit to the Current Report on Form 8-K filed by the Company with
the SEC on November 16, 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: February
29, 2008
|
By
/s/ Edward
Dickinson
|
|
|
Edward Dickinson
|
|
|
Chief
Financial Officer
|