altair_8k-061608.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): June 16,
2008
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
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:
(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
1.01 Entry into a Material Definitive Agreement.
Robert
Pedraza. On June 16, 2008, Altair Nanotechnologies Inc., the
"Company") entered into an employment agreement with Robert Pedraza, who was
recently promoted to Vice President of Corporate Strategy of the
Company.
Under the employment agreement, Mr.
Pedraza is entitled to an annual base salary of not less than $190,000, 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 an agreement by the
Company to add to his stock options and other equity awards a provision under
which vesting of the awards accelerates in connection with a change of
control. The employment agreement includes terms related to
protection of confidential information and 12-month non-competition and
non-solicitation covenants, and Mr. Pedraza is required to sign the Company’s
standard agreement related to assignment of inventions.
The employment agreement is for a fixed
term of two years, provided that it automatically renews for an additional
two-year term if the Company does not provide written notice of its intent not
to renew the employment agreement at least 90-days prior to the end of the
initial term or any subsequent term. If Mr. Pedraza’s employment is
terminated during the term by Mr. Pedraza for good reason, which includes, among
other things, (a) the Company requiring Mr. Pedraza to relocate his place of
employment without Mr. Pedraza’s consent, or (b) a material adverse change in
Mr. Pedraza’s title, position, and/or duties 90 days before or within one year
after a change of control, Mr. Pedraza is entitled to a severance benefit equal
to his base salary and health benefits for one year. The one-year of
base salary and health benefits will be extended to 16 months if Mr. Pedraza
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 Mr. Pedraza’s employment is
terminated by the Company without cause during the term, Mr. Pedraza 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 (pro rated based upon the
percentage of the year elapsed prior to termination). The one-year
base salary severance benefit will be extended to 16 months if Mr. Pedraza
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.
Mr. Pedraza is not entitled to any
severance if his employment is terminated at any time by the Company with cause
or by Mr. Pedraza without good reason.
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.
Indemnification
Agreements. On June 17, 2008, the Company executed
Indemnification Agreements with each of the directors of the Company,
specifically Jon Bengtson, George Hartman, Pierre Lortie, Michel Bazinet, Robert
Hemphill and Robert von Schoonenberg. The indemnification agreements
largely track the Company’s indemnification obligations under the Company’s
bylaws and governing corporate law, but add a requirements that the Company
advance expenses to the directors if permitted to do so under governing law,
compensate the directors for serving as a witness in any proceeding related to
the Company to which the director is not a party, require that the Company
maintain directors and officers liability insurance and provide for contribution
(based upon relative fault and benefit) in the event indemnification is not
permitted.
In
general, under the indemnification agreements, the Company is required to
indemnify each director against all expenses, fines, penalties and other amount
incurred in connection with any action or proceedings, or any threat of the
same, arising from the director’s having been a director of the Company or one
of its affiliates, provided that the director (a) acted honestly and in good
faith with a view to the best interests of the Company; and (b) in the case of a
criminal or administrative action or proceeding that is enforced by a monetary
penalty, the director had reasonable grounds for believing his conduct was
lawful. Subject to limitations imposed by governing law, the Company
is required to pay, or reimburse the director for, expenses as incurred in
connection with any indemnifiable claim and to initiate a legal action to
ascertain whether indemnification and/or advancement of expenses is permitted if
required by law or if there is a question as to whether an indemnification claim
is within the scope of the agreement.
The
description of the indemnification 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 form of agreement attached as Exhibit 10.2 to this
Current Report.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On June 16, 2008, the Company appointed
Terry Copeland, current President of the Company, to the additional position of
Chief Executive Officer of the Company. Dr. Copeland, age 56,
has been President of the Company since February 27, 2008 and was the Company’s
Vice President of Operations for the Power and Energy Group from November 2007
through February 2008.
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 agreement
with the Company is summarized in, and attached as an Exhibit to, the Current
Report on Form 8-K filed by the Company with the SEC on November 16,
2007. In light of the promotion of Dr. Copeland to Chief
Executive Officer, the Company expects to negotiate a new employment agreement
with Dr. Copeland in the near future.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Employment Agreement with Robert
Pedraza
10.2 Form of Indemnification
Agreement for the Directors
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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Dated: June
20, 2008
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Altair
Nanotechnologies Inc.
By /s/ John
Fallini
John Fallini
Chief Financial Officer
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