altair_8k-041808.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): April 18,
2008
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Altair Nanotechnologies
Inc.
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(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 incorporation
or organization)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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204 Edison
Way
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
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N/A
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(Former name, former
address, and formal fiscal year, if changed since last
report)
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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 a Material Definitive Agreement.
On April
18, 2008, Altair Nanotechnologies Inc. (the “Company”) entered into a Separation
Agreement and Release of All Claims (the “Agreement”) with Dr. Alan Gotcher, the
Company’s former Chief Executive Officer and a
director. Consistent with the separation provisions of Dr.
Gotcher’s employment agreement with the Company, the Agreement includes a
release of all claims against the Company by Dr. Gotcher and an affirmation of
the noncompetition, nonsolicitation, nondisclosure and related covenants in his
employment agreement. Dr. Gotcher also resigned as a member of the
Company’s Board of Directors pursuant to the Agreement.
The
Agreement includes a confirmation of Dr. Gotcher’s right under his employment
agreement to receive severance that includes his termination-date base salary
and medical benefits for one year. In order to resolve an ambiguity
in the employment agreement concerning the bonus portion of Dr. Gotcher’s
severance package, the parties substituted a $240,000 cash payment for Dr.
Gotcher’s right under his employment agreement to participate in the Company’s
2008 incentive plan. The Agreement also includes mutual
nondisparagement covenants.
The
description of the employment agreement set forth above is, by its nature, a
summary description and omits certain detailed terms set forth in the underlying
agreement. The summary set forth above is qualified by the terms and
conditions of the agreement attached as Exhibit 10.1 to this Current
Report.
Item
5.02 Departure of Directors or Principals Officers; Election of Directors;
Appointment of Principal Officers.
Pursuant
to the Agreement described in Item 1.01 above, on April 18, 2008, Alan Gotcher
resigned as a director of the Company.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Separation Agreement and Release
of All Claims with Dr. Gotcher.
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.
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Altair
Nanotechnologies Inc.
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Dated: April 23,
2008
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By
/s/ John
Fallini
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John
Fallini, Chief Financial Officer
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