As filed with the Securities and Exchange Commission on May 9, 2001 Registration
No. 333-54092
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to Form S-3
REGISTRATION STATEMENT
Under the
Securities Act of 1933
Altair International Inc.
(Exact name of registrant as specified in its charter)
Province of Ontario, Canada None
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
William P. Long Copies to:
President
Altair International Inc. Brian G. Lloyd, Esq.
1725 Sheridan Avenue, Suite 140 Bryan T. Allen, Esq.
Cody, Wyoming 82414 STOEL RIVES LLP
(307) 587-8245 201 South Main Street, Suite 1100
Salt Lake City, Utah 84111
(801) 328-3131
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box:[ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus filed as
part of this Registration Statement will be used as a combined prospectus in
connection with this Registration Statement and registration statement nos.
333-45511 and 333-36462.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the SEC, acting pursuant to said Section 8(a), may
determine.
[OBJECT OMITTED]
ALTAIR INTERNATIONAL INC.
12,060,842 Common Shares
This prospectus relates to the offering and sale of 12,060,842 common
shares of Altair International Inc., without par value. All of the offered
shares are to be sold by persons who are existing security holders and
identified in the section of this prospectus entitled "Selling Shareholders." Of
the shares offered hereby, 650,000 are currently owned by the selling
shareholders and 1,383,672 are issuable upon the exercise of outstanding
warrants to purchase common shares of Altair. The remaining 10,027,170 offered
shares are being registered pursuant to a contractual obligation with one of the
selling shareholders and represent an estimated number of common shares that
Altair may be required to issue to such selling shareholder pursuant to a 10%
Asset-Backed Exchangeable Term Note. The number of shares actually issued upon
the exchange of the Exchangeable Term Note may be greater or fewer than
10,027,170 shares. In addition, pursuant to Rule 416 of the Securities Act of
1933, as amended, this prospectus and the registration statement of which it is
a part cover a presently indeterminate number of common shares issuable upon the
occurrence of a stock split, stock dividend, or other similar transaction.
We will not receive any of the proceeds from the sale of the shares
offered hereunder. In the United States, our common shares are listed for
trading under the symbol ALTI on the Nasdaq National Market. On May 4, 2001, the
closing sale price of a common share, as reported by the Nasdaq National Market,
was $2.25 per share. Unless otherwise expressly indicated, all monetary amounts
set forth in this prospectus are expressed in United States Dollars.
Our principal office is located at 1725 Sheridan Avenue, Suite 140,
Cody, Wyoming 82414 U.S.A., and our telephone number is (307) 587-8245.
Consider carefully the risk factors beginning on page 1 in this prospectus
before investing in the offered shares being sold with this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
Dated May 7, 2001
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS........................................................................................2
RISK FACTORS......................................................................................................2
OUR COMPANY'S COMMON STOCK.......................................................................................10
PRICE RANGE OF COMMON STOCK...................................................................................10
OUTSTANDING SHARES AND NUMBER OF SHAREHOLDERS.................................................................10
DIVIDENDS.....................................................................................................11
TRANSFER AGENT AND REGISTRAR..................................................................................11
CANADIAN TAXATION CONSIDERATIONS..............................................................................11
USE OF PROCEEDS..................................................................................................12
DILUTION.........................................................................................................12
SELLING SHAREHOLDERS.............................................................................................12
BENEFICIAL OWNERSHIP OF SELLING SHAREHOLDERS..................................................................13
PRIVATE PLACEMENT OF SHARES, WARRANTS AND NOTES...............................................................16
PLAN OF DISTRIBUTION.............................................................................................21
DESCRIPTION OF OFFERED SECURITIES................................................................................22
LEGAL MATTERS....................................................................................................23
EXPERTS..........................................................................................................23
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................................................................23
WHERE YOU CAN FIND MORE INFORMATION..............................................................................24
i
RISK FACTORS
Before you invest in the offered securities described in this
prospectus, you should be aware that such investment involves the assumption of
various risks. You should consider carefully the risk factors described below
together with all of the other information included in this prospectus before
you decide to purchase the offered securities.
We have not generated any operating revenues and may not ever generate
significant revenues.
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To date, we have not generated revenues from operations. We have not
completed development of the jig or the titanium processing technology and have
not completed exploration of the Tennessee mineral property. We can provide no
assurance that we will ever generate revenues from the jig or the Tennessee
mineral property or that we will generate significant revenues from the titanium
processing technology.
2
We may continue to experience significant losses from operations.
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We have experienced a loss from operations in every fiscal year since
our inception. Our losses from operations in 1999 were $3,729,534 and our losses
from operations for in 2000 were $6,647,367. We will continue to experience a
net operating loss until, and if, the titanium processing technology, the jig
and/or the Tennessee mineral property begin generating significant revenues.
Even if any or all such products or projects begin generating significant
revenues, the revenues may not exceed our costs of production and operating
expenses. We may not ever realize a profit from operations.
We may not be able to raise sufficient capital to meet future obligations.
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As of March 31, 2001, we had $703,796 in unrestricted cash and
$4,056,348 in restricted cash that is securing a letter of credit and is
scheduled to be released as the outstanding principal balance is reduced. We
believe that the unrestricted cash we currently possess is sufficient to fund
our basic operations through June 30, 2001. In the absence of significant
revenue, this amount of capital will likely prove insufficient to fund
development work necessary to complete the testing necessary to place the
titanium processing technology into continuous operation in a commercial
setting. In addition, we will likely need additional capital to complete testing
and development of the jig or exploration of the Tennessee mineral property. If
we determine to construct and operate a mine on the Tennessee mineral property,
we will need to obtain a significant amount of additional capital to complete
construction of the mine and commence operations.
We may not be able obtain the amount of additional capital needed or
may be forced to pay an extremely high price for capital. Factors affecting the
availability and price of capital may include the following:
o market factors affecting the availability and cost of capital
generally;
o our financial results;
o the amount of our capital needs; o the market's perception of mining,
technology and/or minerals stocks;
o the economics of projects being pursued;
o industry perception of our ability to recover minerals with the jig or
titanium processing technology or from the Tennessee mineral property;
and
o the price, volatility and trading volume of our common shares.
If we are unable to obtain sufficient capital or are forced to pay a high price
for capital, we may be unable to meet future obligations or adequately exploit
existing or future opportunities, and may be forced to discontinue operations.
Our competitors may be able to raise money and exploit opportunities more
rapidly, easily and thoroughly than we can.
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We have limited financial and other resources and, because of our earlier stage
of development, have limited access to capital. We compete or may compete
against entities that are much larger than we are, have more extensive resources
we do and have an established reputation and operating history. Because of their
size, resources, reputation, history and other factors, certain of our
competitors may have better access to capital and other significant resources
than we do and, as a result, may be able to exploit acquisition and development
opportunities more rapidly, easily or thoroughly than we can.
3
The common shares issued upon exchange of the Exchangeable Term Note may dilute
existing shareholders.
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We do not presently have the capital to redeem the monthly payments
required by the 10% Asset-Backed Exchangeable Term Note dated December 15, 2000
(the "Exchangeable Term Note"). If we do not redeem such monthly payments, the
holder of the Exchangeable Term Note has the right to exchange the monthly
payment amounts into common shares at an exchange price equal to the lesser of
$3.00 and the average of the lowest three daily trading prices of the common
shares during the 15 trading days ending on the day before an exchange right is
exercised. Because the exchange price is tied to the market price of our common
shares, the number of shares issuable upon exercise of exchange rights increases
significantly as the market price of our common shares falls below $3.00 and
would approach infinity if the market price of our common shares approached
zero. For example, if the market price of our common shares were to drop to $.50
and remain at that level throughout the term of the Exchangeable Term Note, the
holder would receive approximately 15,458,332 common shares (or approximately
44.5% of the common shares that would be outstanding after the issuance) upon
exercise of all exchange rights accruing under the Exchangeable Term Note.
The exercise of exchange rights under the Exchangeable Term Note may
place downward pressure on the market price of our common shares and encourage
short selling.
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The exchange of the monthly payment amount under the Exchangeable Term
Note and subsequent sale of the common shares issuable upon such exchange may
place downward pressure on the market price of our common shares. Speculative
traders may anticipate the exercise of exchange rights under the Exchangeable
Term Note and, in anticipation of a decline in the market price of our common
shares, engage in short sales of our common shares. Such short sales could
further negatively affect the market price of our common shares.
We have pledged substantial assets to secure the Exchangeable Term Note.
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We have pledged all of the intellectual property and common stock of
Altair Technologies, Inc., our second-tier wholly-owned subsidiary, to secure
repayment of the Exchangeable Term Note. Altair Technologies, Inc. owns and
operates the titanium processing technology we acquired from BHP Minerals in
1999. The Exchangeable Term Note is also secured by a pledge of the common stock
of Mineral Recovery Systems, Inc., which owns and operates our leasehold
interests in the Camden, Tennessee area. If we default on the Exchangeable Term
Note, severe remedies will be available to the holder of the Exchangeable Term
Note, including immediate seizure and disposition of all pledged assets.
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Operations using the titanium processing technology, the jig or the Tennessee
mineral property may lead to substantial environmental liability.
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Virtually any proposed use of the titanium processing technology, the
jig or the Tennessee mineral property would be subject to federal, state and
local environmental laws. Under such laws, we may be jointly and severally
liable with prior property owners for the treatment, cleanup, remediation and/or
removal of any hazardous substances discovered at any property we use. In
addition, courts or government agencies may impose liability for, among other
things, the improper release, discharge, storage, use, disposal or
transportation of hazardous substances. We might use hazardous substances and,
if we do, we will be subject to substantial risks that environmental remediation
will be required.
Certain of our experts and directors reside in Canada and may be able to avoid
civil liability.
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We are an Ontario corporation, and a majority of our directors and our
Canadian legal counsel are residents of Canada. As a result, investors may be
unable to effect service of process upon such persons within the United States
and may be unable to enforce court judgments against such persons predicated
upon civil liability provisions of the United States securities laws. It is
uncertain whether Canadian courts would (i) enforce judgments of United States
courts obtained against us or such directors, officers or experts predicated
upon the civil liability provisions of United States securities laws or (ii)
impose liability in original actions against Altair or its directors, officers
or experts predicated upon United States securities laws.
We are dependent on key personnel.
----------------------------------
Our continued success will depend to a significant extent on the
services of Dr. William P. Long, our President and Chief Executive Officer, and
Mr. C. Patrick Costin, our Vice President and President of Fine Gold and MRS.
The loss or unavailability of Dr. Long or Mr. Costin could have a material
adverse effect on us. We do not carry key man insurance on the lives of Dr. Long
or Mr. Costin.
We may issue substantial amounts of additional shares without stockholder
approval.
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Our Articles of Incorporation authorize the issuance of an unlimited
number of common shares. All such shares may be issued without any action or
approval by our stockholders. In addition, we have two stock option plans which
have potential for diluting of the ownership interests of our stockholders. The
issuance of any additional common shares would further dilute the percentage
ownership of Altair held by existing stockholders. Additional common shares
could be issued at a lower price per share than the price you are being offered.
The market price of our common shares is extremely volatile.
Our common shares have been listed on the Nasdaq National Market since
January 26, 1998. Trading in our common shares has been characterized by a high
degree of volatility. Trading in our common shares may continue to be
characterized by extreme volatility for numerous reasons, including the
following:
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o Uncertainty regarding the viability of the titanium processing
technology, the jig or the Tennessee mineral property;
o Continued dominance of trading in our common shares by a small number of
firms;
o Positive or negative announcements by us or our competitors;
o Industry trends, general economic conditions in the United States or
elsewhere, or the general markets for equity securities, minerals, or
commodities; and
o Speculation by short sellers of our common shares or other persons (such
as the holders of the Exchangeable Term Note) who stand to profit from a
rapid increase or decrease in the price of our common shares.
Future sales of currently restricted securities or common shares subject to
outstanding options may affect the market price of our common shares.
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In general, Rule 144 of the Securities Act provides that outstanding
restricted common shares of Altair may be sold subject to certain conditions
beginning one year after issuance and, unless held by an affiliate of Altair,
may be sold without limitation beginning two years after issuance. Future sales
of currently restricted securities may have a negative effect on the market
price of our common shares.
In addition, shares issued upon exercise of options granted pursuant to
our employee stock option plans are presently registered under the Securities
Act. Subject to certain restrictions on resale by affiliates, such shares may be
sold without restriction. The sale of any substantial number of common shares
may have a depressive effect on the market price of our common shares.
We have never declared, and are currently prohibited from declaring, a dividend.
We have never declared or paid dividends on our common shares. We
currently intend to retain any future earnings, if any, for use in our business
and, therefore, do not anticipate paying dividends on our common shares in the
foreseeable future. In addition, under the terms of the Exchangeable Term Note,
we are prohibited from declaring or paying any dividends until the Exchangeable
Term Note is paid in full.
We have not yet confirmed the viability and effectiveness of the titanium
processing technology.
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We have not completed testing of product applications for the titanium
processing technology. In addition, the titanium processing technology and
titanium processing equipment have not been used by Altair or anyone else in a
commercial setting and may prove ineffective or unreliable when subjected to
continuous use. If the titanium processing technology proves ineffective or the
titanium processing equipment proves unreliable in a commercial setting, we may
be unable to recoup our investment in the titanium processing technology and
titanium processing equipment.
6
We may not be able to sell nanoparticles produced using the titanium processing
technology.
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In the short run, we plan to use the titanium processing technology to
produce titanium dioxide ("TiO2 ") nanoparticles. TiO2 nanoparticles are Ti02
crystals that are approximatelu one-tenth the size of conventional TiO2
particles. Because of their small size, photocatalytic and ultraviolet shielding
capabilities and other unique characteristics, TiO2 nanoparticles sell at a much
higher price than conventional TiO2 particles and are used in products such as
specialty surface coatings, UV protectant cosmetics and battery components.We
have not previously produced or marketed TiO2 nanoparticles and, to date, have
obtained only a small order for TiO2 nanoparticles. The TiO2 nanoparticles and
other products produced using the titanium processing technology and titanium
processing equipment may be of inferior quality to alternative products or,
regardless of actual quality, may be perceived as lacking adequate quality or
reliability.
Even if TiO2 nanoparticles we produce are of adequate quality for
general use, they may have properties that make them unsuitable for the
particular use of a potential customer.
In addition, the uses for such nanoparticles are limited--primarily
cosmetics and surface coatings--and the market for such nanoparticles is small,
currently estimated at 3,800 tons per annum. In light of the small size of the
market, we may not be able to profitably market our nanoparticle products for
any of the following reasons:
o there may be insufficient demand for such products;
o despite strong initial demand for such products, the market for such
products may contract as a result of a decrease in demand for goods
incorporating such products or other event;
o the increased supply of such products as a result of our entrance into
the market may cause the price to drop, reducing or eliminating
profitability; and
o competing entities may begin producing, or increase their production of
nanoparticles, causing the price to drop or displacing potential sales.
Our cost of production may exceed estimates.
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We purchased the titanium processing technology and related titanium
processing equipment based on the belief that we will be able to use that
technology and equipment to produce TiO2 and other products more cheaply than
many competitors. We have not, however, produced any mineral products using the
processing technology and equipment on a commercial basis. Our actual costs of
production may exceed those of competitors and, even if our costs of production
are lower, competitors may be able to sell TiO2 and other products at a lower
price than is economical for Altair.
Pending patent applications may be denied or may provide inadequate protection.
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BHP Minerals has filed patent applications with the United States
Patent and Trademark Office with respect to the titanium processing technology
and has transferred the rights to such applications to Altair. Such applications
are being reviewed by the Patent and Trademark Office, and no patents with
respect to the titanium processing technology have been issued to date. If the
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applications for any patents related to the titanium processing technology are
denied, the value of the titanium processing technology, and any competitive
advantage gained from our ownership of the titanium processing technology, will
be substantially diminished. We can provide no assurance that pending patent
applications will be granted. Even if pending patent applications are issued, we
may have insufficient resources to pay legal costs associated with enforcing any
patents.
We have not completed testing and development of the jig and are presently
focusing our resources on other projects.
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We have not completed testing of, or developed a production model of,
any series of the jig. We do not expect to complete testing and development of
the jig during the coming year and have determined to focus most of our limited
resources on the titanium processing technology and the Tennessee mineral
property. We may never develop a production model of the jig.
Even if we complete development of the jig, the jig may prove unmarketable and
may not perform as anticipated in a commercial operation.
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The designed capacity of the Series 12 jig is too small for coal
washing, heavy minerals extraction, and most other intended applications of the
jig, except use in small placer gold mines or similar operations. Even if the
Series 12 jig is completed and performs to design specifications in subsequent
tests or at a commercial facility, we believe that, because of its small
capacity, the potential market for the Series 12 jig is limited.
If we complete development of and begin marketing the Series 30 jig, it
may not prove attractive to potential end users, may be rendered obsolete by
competing technologies or may not recover end product at a commercially viable
rate. Even if technology included in the jig initially proves attractive to
potential end users, performance problems and maintenance issues may limit the
market for the jig.
The jig faces competition from other jig-like products and from alternative
technologies.
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Various jig-like products and alternative mineral processing
technologies perform many functions similar or identical to those for which the
jig is designed. Results from further tests or actual operations may reveal that
these alternative products and technologies are better adapted to any or all of
the uses for which the jig is intended. Moreover, regardless of test results,
consumers may view any or all of such alternative products and technologies as
technically superior to, or more cost effective than, the jig.
8
Certain patents for the jig have expired, and those that have not expired may be
difficult to enforce.
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All of the initial patents issued on the jig have expired, and we are
unable to prevent competitors from copying the technology once protected by such
patents. Additional patents related to efficiency-enhancing components of the
jig have been issued in the United States and various other countries, but
expire during 2011 or 2018. The cost of enforcing patents is often significant,
especially outside of North America. Accordingly, we may be unable to enforce
even our patents that have not yet expired.
We have not completed examining the feasibility of mining the Tennessee mineral
property.
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We are currently in to process of conducting final feasibility testing
of the Tennessee mineral property, which testing involves constructing and
operating a pilot mining facility, examining the market for products produced at
the pilot facility, applying for permits necessary for any proposed full-scale
mining facility and attempting to secure financing for any proposed full-scale
mining facility. Our test production at the pilot plant may indicate that the
Tennessee mineral property does not contain minable quantities of heavy minerals
or that such deposits are not amenable to large-scale, low-cost mining. Even if
the tests suggest that mining is economically feasible on the Tennessee mineral
property, we may be unable to obtain the capital, resources and permits
necessary to mine the property. Moreover, market factors, such as a decline in
the price of, or demand for, minerals recoverable at the Tennessee mineral
property, may adversely affect the development of mining operations on such
property.
We may be unable to obtain necessary environmental permits and may expend
significant resources in order to comply with environmental laws.
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In order to begin construction and commercial mining on the Tennessee
mineral property, we must obtain additional federal, state and local permits. We
will also be required to conform our operations to the requirements of numerous
federal, state and local environmental laws. Because we have not yet commenced
design of a commercial mining facility on the Tennessee mineral property, we are
not in a position to definitively ascertain which federal, state and local
mining and environmental laws or regulations would apply to a mine on the
Tennessee mineral property. Nevertheless, we anticipate having to comply with
and/or obtain permits under the Clean Air Act, Clean Water Act, and Resource
Conservation and Recovery Act, in addition to numerous state laws and
regulations before commencing construction or operation of a mine on the
Tennessee mineral property. We can provide no assurance that we will be able to
comply with such laws and regulations or obtain any such permits. In addition,
obtaining such permits and complying with such environmental laws and
regulations may be cost prohibitive.
The market for commodities produced using the jig or at the Tennessee mineral
property may significantly decline.
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If the jig is successfully developed and manufactured, we intend to use
the jig, or lease the jig for use, to separate and recover valuable, heavy
mineral particles. Active international markets exist for gold, titanium, zircon
and many other minerals potentially recoverable with the jig. Prices of such
minerals fluctuate widely and are beyond our control. A significant decline in
the price of minerals capable of being extracted by the jig could have
significant negative effect on the value of the jig. Similarly, a significant
decline in the price of minerals being produced or expected to be produced on
the Tennessee mineral property could have a significant negative effect on the
viability of a mine or processing facility on such property.
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FORWARD-LOOKING STATEMENTS
This prospectus contains various forward-looking statements. Such
statements can be identified by the use of the forward-looking words
"anticipate," "estimate," "project," "likely," "believe," "intend," "expect," or
similar words. These statements discuss future expectations, contain projections
regarding future developments, operations, or financial conditions, or state
other forward-looking information. When considering such forward-looking
statements, you should keep in mind the risk factors noted in this section and
other cautionary statements throughout this prospectus and our periodic filings
with the SEC that are incorporated herein by reference. You should also keep in
mind that all forward-looking statements are based on management's existing
beliefs about present and future events outside of management's control and on
assumptions that may prove to be incorrect. If one or more risks identified in
this prospectus or any applicable filings materializes, or any other underlying
assumptions prove incorrect, our actual results may vary materially from those
anticipated, estimated, projected, or intended.
Among the key factors that may have a direct bearing on our operating
results are risks and uncertainties described under "Risk Factors," including
those attributable to the absence of operating revenues or profits,
uncertainties regarding the development and commercialization of the titanium
processing technology and the jig, development risks associated with the
Tennessee mineral property and uncertainties regarding our ability to obtain
capital sufficient to continue our operations and pursue our proposed business
strategy.
OUR COMPANY'S COMMON STOCK
Price Range of Common Stock
Beginning on January 26, 1998, our common shares began trading on the
Nasdaq National Market under the symbol "ALTIF" (changed to "ALTI" on May 23,
2000) The following table sets forth, for the periods indicated, the high and
low sales prices for our common shares, as reported on the Nasdaq National
Market.
Fiscal Year Ended December 31, 1998 Low High
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1st Quarter (beginning January 26,
1998) $8.125 $15.625
2nd Quarter 7.000 9.625
3rd Quarter 3.000 10.250
4th Quarter 5.875 8.625
Fiscal Year Ended December 31, 1999 Low High
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1st Quarter $6.063 $9.875
2nd Quarter 4.125 6.875
3rd Quarter 3.875 5.000
4th Quarter 3.453 5.063
Fiscal Year Ended December 31, 2000 Low High
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1st Quarter $3.625 $9.469
2nd Quarter $2.750 $5.625
3rd Quarter $2.000 $4.469
4th Quarter $0.719 $3.500
Fiscal Year Ended December 31, 2001 Low High
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1st Quarter $1.313 $3.438
The last sale price of the common shares, as reported on the Nasdaq National
Market, on May 4, 2001 was $2.25 per share.
Outstanding Shares and Number of Shareholders
As of March 31, 2001, the number of common shares outstanding was
19,244,318, held by approximately 500 holders of record. In addition, as of the
same date, we had reserved 5,411,700 common shares for issuance upon exercise of
options that have been, or may be, granted under our employee stock option plans
and 1,883,672 common shares for issuance upon the exercise of outstanding
warrants. In addition, we have issued the Exchangeable Term Note, pursuant to
which a presently indeterminable number of additional common shares may be
issued.
10
Of our outstanding common shares, 550,000 were "restricted securities,"
as defined in Rule 144 as of March 31, 2001. The resale of all such restricted
securities has been registered under the registration statement of which this
prospectus is part. Of such "restricted securities" 500,000 were issued on
August 4, 2000, and 50,000 were issued on August 22, 2000.
Dividends
We have never declared or paid dividends on our common shares.
Moreover, we currently intend to retain any future earnings for use in our
business and, therefore, do not anticipate paying any dividends on our common
shares in the foreseeable future.
Transfer Agent and Registrar
The Transfer Agent and Registrar for our common shares is Equity
Transfer Services, Inc., Suite 420, 120 Adelaide Street West, Toronto, Ontario,
M5H 4C3.
Canadian Taxation Considerations
Dividends paid on common shares owned by non-residents of Canada are
subject to Canadian withholding tax. The rate of withholding tax on dividends
under the Income Tax Act (Canada) (the "Act") is 25%. However, Article X of the
reciprocal tax treaty between Canada and the United States of America (the
"Treaty") generally limits the rate of withholding tax on dividends paid to
United States residents to 15%. The Treaty further generally limits the rate of
withholding tax to 5% if the beneficial owner of the dividends is a U.S.
corporation which owns at least 10% of the voting shares of the company.
If the beneficial owner of the dividend carries on business in Canada
through a permanent establishment in Canada, or performs in Canada independent
personal services from a fixed base in Canada, and the shares of stock with
respect to which the dividends are paid are effectively connected with such
permanent establishment or fixed base, the dividends are taxable in Canada as
business profits at rates which may exceed the 5% or 15% rates applicable to
dividends that are not so connected with a Canadian permanent establishment or
fixed base. Under the provisions of the Treaty, Canada is permitted to apply its
domestic law rules for differentiating dividends from interest and other
disbursements.
A capital gain realized on the disposition of our common shares by a
person resident in the United States (a "Non-resident") will be subject to tax
under the Act if the shares held by the Non-resident are "taxable Canadian
property." In general, our common shares will be taxable Canadian property if
the particular Non-resident used (or in the case of a Non-resident insurer, used
or held) the common shares in carrying on business in Canada or, where at any
time during the five-year period immediately preceding the realization of the
gain, not less than 25% of the issued and outstanding shares of any class or
series of shares of the Company were owned by the particular Non-resident, by
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persons with whom the particular Non-resident did not deal at arms' length, or
by any combination thereof. If the common shares constitute taxable Canadian
property, relief nevertheless may be available under the Treaty. Under the
Treaty, gains from the alienation of common shares owned by a Non-resident who
has never been resident in Canada generally will be exempt from Canadian capital
gains tax if the shares do not relate to a permanent establishment or fixed base
which the Non-resident has or had in Canada, and if not more than 50% of the
value of the shares was derived from real property (which includes rights to
explore for or to exploit mineral deposits) situated in Canada.
USE OF PROCEEDS
All proceeds from any sale of offered shares, less commissions and
other customary fees and expenses, will be paid directly to the selling
shareholders selling the offered shares. We will not receive any proceeds from
the sale of any of the offered shares.
DILUTION
Our audited net tangible book value at December 31, 2000 was
$6,109,171, approximately $.32 per each of the 19,325,488 common shares then
outstanding and approximately $.20 share had all of the 12,060,842 offered
shares been issued and outstanding on that date. Accordingly, new investors who
purchase shares may suffer an immediate dilution of the difference between the
purchase price per share and approximately $.20 per share.
As of December 31, 2000, there were outstanding warrants and options to
purchase up to 4,482,372 common shares at a weighted average exercise price of
$5.316 per share. The existence of such warrants and options may hinder future
equity offerings by us, and the exercise of such warrants and options may have
an adverse effect on the prevailing market price of the common shares.
Furthermore, the holders of warrants and options may exercise them at a time
when we would otherwise be able to obtain additional equity capital on terms
more favorable to us.
SELLING SHAREHOLDERS
All of the offered shares are to be sold by persons who are existing
security holders of Altair. The selling shareholders acquired their shares,
warrants and Exchangeable Term Note in private placements of (i) the
Exchangeable Term Note and 350,000 warrants that we completed on December 15,
2000 (ii) 50,000 shares and 50,000 warrants that we completed on August 22,
2000, (iii) 500,000 shares and 500,000 warrants that we completed on August 4,
2000, (iv) 325,339 warrants that we completed on March 31, 2000, (v) 83,333
warrants that we completed on March 3, 2000, (vi) 75,000 warrants that we
completed on February 15, 2000, and (vii) 100,000 shares that we completed on
December 29, 1997.
Of the common shares offered hereby, 650,000 are currently owned by the
selling shareholders and 1,383,672 are issuable upon exercise of outstanding
warrants. The remaining 10,027,170 offered shares relate to the Exchangeable
Term Note, which is exchangeable into our common shares.
For purposes of this prospectus, we have assumed that the number of
shares issuable upon exercise of each of the warrants is the number stated on
the face thereof. The number of shares issuable upon exercise of the warrants,
12
and available for resale hereunder, is subject to adjustment and could
materially differ from the estimated amount depending on the occurrence of a
stock split, stock dividend, or similar transaction resulting in an adjustment
in the number of shares subject to the warrants.
For purposes of this prospectus, we have also assumed that 10,027,170
shares would be issued upon exercise of exchange rights under the Exchangeable
Term Note, which is the 150% of the number of shares that will be issued if we
do not prepay or redeem any amounts due under the Exchangeable Term Note, the
holder of the Exchangeable Term Note exercises all exchange rights immediately
upon accrual and the exchange rate remains at $1.15623, as it was on the date we
filed the initial registration statement of which this prospectus is a part.
Nonetheless, the number of shares issuable upon exchange of accrued monthly
payments under the Exchangeable Term Note, and available for resale hereunder,
is subject to adjustment and could materially differ from the estimated amount
depending variations in the market price of our common shares, any partial or
complete redemption of the Exchangeable Term Note or the occurrence of a stock
split, stock dividend, or similar transaction resulting in an adjustment in the
number of shares issuable upon exchange of accrued monthly payments under the
Exchangeable Term Note.
Beneficial Ownership of Selling Shareholders
The table that begins on the top of the next page sets forth, as of the
date of this prospectus:
o the name of each selling shareholder,
o certain beneficial ownership information with respect to the selling
shareholders,
o the number of shares that may be sold from time to time by each selling
shareholder pursuant to this prospectus, and
o the amount (and, if one percent or more, the percentage) of common
shares to be owned by each selling shareholder if all offered shares
are sold.
Beneficial ownership is determined in accordance with SEC rules and generally
includes voting or investment power with respect to securities. Common shares
that are issuable upon the exercise of outstanding options, warrants or other
purchase rights, to the extent exercisable within 60 days of the date of this
prospectus, are treated as outstanding for purposes of computing each selling
shareholder's percentage ownership of outstanding common shares.
13
Shares Beneficially Owned
Beneficial Ownership upon Completion of the
Prior to Offering Offering(1)
--------------------------------- -----------------------------
Beneficial Owner Number of Percent(2) Number of Number of Percent
Shares Being
Shares Offered Shares
------------------------------ ---------------- ------------- -------------- ----------- ------------
Doral 18, LLC 350,000(3) 1.8% 10,377,170 0 --
Louis Schnur 1,662,670(4) 8.3% 750,000 912,670 4.7%
MBRT Trust(5) 412,500(6) 2.1% 350,000 62,500 *
Gibson Family Limited
Partnership 100,000(7) * 100,000 0 --
Anderson LLC 250,261(8) 1.3% 250,261 0 --
Toyota on Western, Inc. 83,333(9) * 83,333 0 --
De Jong & Associates, Inc. 75,000(10) * 75,000 0 --
Ladenburg Thalmann & Co., 75,078(11) * 75,078 0 --
Inc.
All Selling Shareholders as 2,925,509(3)(12) 13.9% 12,060,842 975,170 5%
a Group
---------------------
* Represents less than one percent of the outstanding common shares.
(1) Assuming the sale by each selling shareholder of all of the shares
offered hereunder by such selling shareholder. There can be no
assurance that any of the shares offered hereby will be sold.
(2) The percentages set forth above have been computed assuming the number
of common shares outstanding equals the sum of (a) 19,224,318, which is
the number of common shares actually outstanding on March 31, 2001, and
(b) common shares subject to exercisable warrants and exchange rights
with respect to which such percentage is calculated.
(3) Includes 350,000 common shares issuable by us upon the exercise of
warrants held by Doral 18, LLC. Does not include shares issuable upon
exercise of the exchange rights that may accrue under the Exchangeable
Term Note held by Doral. As further discussed in "--Private Placement
of Shares, Warrants and Notes--Doral 18, LLC" below, if we elect not to
redeem the monthly payment amount we owe under the Exchangeable Term
Note, on each due date, the holder of the Exchangeable Term Note
automatically will receive the right to exchange (immediately or at any
later date during the term) the monthly payment amount into common
shares at the applicable exchange price. The exchange price for any
date is the lesser of (a) a fixed exchange price of $3.00, subject to
adjustment, and (b) the average of the lowest three daily trading
prices of the common shares during the 15 trading days ending on the
day before an exchange right is exercised. For an illustration of how
many common shares would be issuable under the Exchangeable Term Note
if the market price of our common shares were to remain at various
price levels during the term of the Exchangeable Term Note, see
"--Private Placement of Shares, Warrants and Notes - Doral 18, LLC"
below. As required by a registration rights agreement with Doral, we
have registered 10,027,170 common shares on behalf of Doral with
respect to the Exchangeable Term Note, representing 150% of the number
of shares that would be issuable to Doral were all exchange rights to
vest and be exercised on the date the initial draft registration
statement of which this prospectus is a part was filed.
(4) Includes 712,500 common shares issuable by us upon the exercise of
warrants held by Mr. Schnur and 83,333 common shares issuable upon the
exercise of warrants owned by Toyota On Western, Inc., an affiliate of
Mr. Schnur.
14
(5) The MBRT Trust is an irrevocable trust established by William P. Long,
President of the Company, and is administered by an independent trustee
for the benefit of the children of Mr. Long. Mr. Long disclaims any
beneficial interest in the common shares owned by the MBRT Trust.
(6) Includes 125,000 common shares issuable by us upon the exercise of
warrants held by such entity.
(7) Includes 50,000 common shares issuable by us upon the exercise of
warrants held by such entity.
(8) Includes 250,261 common shares issuable by us upon the exercise of
warrants held by such entity.
(9) Includes 83,333 common shares issuable by us upon the exercise of
warrants held by such entity. Said shares are also listed as being
beneficially owned by Mr. Schnur who is an affiliate of such entity.
(10) Includes 75,000 common shares issuable by us upon the exercise of
warrants held by such entity.
(11) Includes 75,078 common shares issuable by us upon the exercise of
warrants held by such entity.
(12) Includes 1,721,172 common shares issuable by us upon the exercise of
warrants held by the selling shareholders.
Doral 18, LLC is a Cayman Islands limited liability company and private
investment fund that is owned by all of its investors and managed by JE Matthew
LLC. JE Matthew LLC, of which David White and John Fern are managers, has voting
and investment control over the shares listed above as beneficially owned by
Doral 18, LLC.
MBRT Trust is a Cayman Islands private trust established for the
benefit of the children of William P. Long, President of Altair, and is managed
by its trustee, United European Bank. On behalf of United European Bank, Shayne
Davis has voting and investment control over the shares listed above as
beneficially owned by MBRT Trust.
Gibson Family Limited Partnership is a family-owned limited partnership
that is owned by all of its investors and managed by Tom Gibson, general
partner. Tom Gibson has voting and investment control over the shares listed
above as beneficially owned by Gibson Family Limited Partnership.
Anderson LLC is a Cayman Islands limited liability company that is
managed by Navigator Management Ltd.. David Sims, Director of Navigator
Management Ltd., has voting and investment control over the shares listed above
as beneficially owned by Anderson LLC.
Toyota on Western, Inc. is an Illinois corporation owned by Louis
Schnur and Judy Schnur. Louis Schnur, President of Toyota on Western, Inc., has
voting and investment control over the shares listed above as beneficially owned
by Toyota on Western, Inc.
De Jong & Associates, Inc. is a California corporation and operating
business that is owned and controlled by Ron de Jong, who has voting and
investment control over the shares listed above as beneficially owned by de Jong
& Associates, Inc.
Ladenburg Thalmann & Co., Inc. is a corporation engaged in the full
service investment banking and brokerage business. The board of directors of
Ladenburg Thalmann & Co., Inc. has voting and investment control over the shares
listed above as beneficially owned by Ladenburg Thalmann Co., Inc.
We believe that the selling shareholders who are individuals have sole
voting and investment power with respect to all shares shown as beneficially
owned by them. We believe that voting and investment power with respect to
shares shown as beneficially owned by selling shareholders who are entities
resides with the individuals identified in the preceding seven paragraphs.There
can be no assurance that any of the shares offered hereby will be sold.
15
Private Placement of Shares, Warrants and Notes
Doral 18, LLC
-------------
On December 15, 2000, pursuant to a securities purchase agreement, we
sold Doral 18, LLC a warrant to purchase 350,000 common shares and a $7,000,000
10% Asset-Backed Exchangeable Term Note.
The warrant has an exercise price of $3.00, and is exercisable at any
time on or before the earlier of (a) December 15, 2005, and (b) the date 60 days
after we provide notice to the holder that the market price of the common shares
has been equal to or greater than $12.00 for five consecutive days. The exercise
price is subject to reduction pursuant to a formula set forth in the warrant at
any time we sell common shares or grant a security or right exercisable for or
convertible into common shares at a purchase price which is less than the
current exercise price (with exceptions for existing stock options and other
specified transactions). The warrant also includes standard anti-dilution
provisions pursuant to which the exercise price and number of common shares
issuable thereunder are adjusted proportionately in the event of a stock split,
stock dividend, recapitalization or similar transaction.
The Exchangeable Term Note is in the principal amount of $7,000,000 and
bears interest at a rate of 10% per annum. Under the Exchangeable Term Note, we
are required to make monthly payments on or before the 15th day of each calendar
month in the principal amount of $291,667 plus accrued interest. The
Exchangeable Term Note is due and payable in full on December 15, 2003.
We may redeem the monthly payment amounts at any time throughout the
term of the Exchangeable Term Note. In addition, we may prepay the Exchangeable
Term Note in $250,000 increments at any time at a price equal to 115% of the sum
of outstanding principal and accrued interest. If we elect not to redeem the
monthly payment amount, on each due date, the holder of the Exchangeable Term
Note automatically will receive the right to exchange (immediately or at any
later date during the term) the monthly payment amount into common shares at the
applicable exchange price. The exchange price for any date is the lesser of (a)
a fixed exchange price of $3.00, subject to adjustment, and (b) the average of
the lowest three daily trading prices of the common shares during the 15 trading
days ending on the day before an exchange right is exercised.
The fixed exchange price is subject to reduction pursuant to a formula
set forth in the Exchangeable Term Note at any time we sell common shares or
issue a security or grant a right exercisable for or convertible into common
shares at a purchase price which is less than the current fixed exchange price
(with exceptions for existing stock options and other specified transactions).
The Exchangeable Term Note also includes standard anti-dilution provisions
pursuant to which the exercise price and number of common shares issuable
thereunder are adjusted proportionately in the event of a stock split, stock
dividend, recapitalization or similar transaction.
16
Upon the occurrence of a default or specified major corporate event,
the holder of the Exchangeable Term Note has the right to exchange the entire
principal balance of the Exchangeable Term Note for common shares. Upon the
occurrence of other specified events, we are required to redeem the monthly
payment amount in cash at 120% of face value.
The Exchangeable Term Note is secured by a pledge of the equipment,
intellectual property and common stock of Altair Technologies, Inc., a
second-tier wholly-owned subsidiary of Altair International Inc. Altair
Technologies, Inc. owns and operates the titanium processing technology we
acquired in 1999. The Exchangeable Term Note is also secured by a pledge of the
common stock of Mineral Recovery Systems, Inc., which owns and operates our
leasehold interests in the Camden, Tennessee area.
Pursuant to a registration rights agreement dated as of December 15,
2000, we are obligated to file a registration statement registering the shares
issuable to Doral in connection with the Exchangeable Term Note and the warrant.
In order to illustrate the relationship between the market price of our
common shares and the number of common shares issuable upon exchange of the
monthly payment amounts on the Exchangeable Term Note, the following table sets
forth how many additional common shares would be issued upon exchange of the
entire exchangeable amount of the Exchangeable Term Note if the average of the
lowest three daily trading prices during the 15 trading days ending on the day
before an exchange rate is exercised were (a) $3.00 or greater, (b) $2.50 per
share, (c) $2.00 per share, (d) $1.00 per share, and (e) $.50 per share. Such
prices are selected for illustration purposes only and do not reflect our actual
estimate of the average of the lowest three daily trading prices during any 15
trading day period.
Assumed Average of Lowest Three Trading Prices Throughout the Term
$3.00 or $2.50 $2.00 $1.00 $.50
Greater
Shares Issuable(1) 2,576,388 3,091,666 3,864,583 7,729,166 15,458,332
Percentage of Outstanding(2)
Common Shares 11.8% 13.8% 16.7% 28.7% 44.5%
(1) Assumes that shareholder approval is obtained for the issuance the
transaction in which we issued the Exchangeable Term Note, that no
principal or interest is redeemed with cash or prepaid, that all
exchange rights are exercised on the date of accrual, that no default
occurs and that no penalties or premiums are required to be paid.
(2) Represents percentage of outstanding common shares following
exchange assuming the 19,244,318 common shares, the number outstanding
on March 31, 2001, are outstanding on the date of exercise.
Louis Schnur
------------
Louis Schnur acquired 375,000 common shares and 375,000 warrants in a
private placement pursuant to the terms of a stock purchase agreement dated as
of August 4, 2000. The 375,000 warrants include warrants to purchase 187,500
17
common shares at an exercise price of $5 at any time prior to the earlier of (i)
the fifth anniversary of the date the registration statement of which this
prospectus is a part is first effective, and (ii) the date thirty days following
the fifth day (whether or not consecutive) the closing price of the common
shares equals or exceeds $7.00 and warrants to purchase 187,500 common shares at
an exercise price of $4 at any time prior to the earlier of (i) the fifth
anniversary of the date the registration statement of which this prospectus is a
part is first effective, and (ii) the date thirty days following the fifth day
(whether or not consecutive) the closing price of the common shares equals or
exceeds $6.00. The warrants include standard anti-dilution provisions pursuant
to which the exercise price and number of shares issuable thereunder is adjusted
proportionately in the event of a stock split, stock dividend, recapitalization
or similar transaction. The shares that may be offered pursuant to this
prospectus include the 375,000 common shares issued to Mr. Schnur and the common
shares issuable upon the exercise of the warrants.
Pursuant to a registration rights agreement dated as of August 4, 2000
and entered into in conjunction with the Schnur purchase agreement, we are
obligated to file a registration statement registering the common shares, and
shares issuable upon the exercise of warrants, acquired by Mr. Schnur on August
4, 2000.
MBRT Trust
----------
MBRT Trust, an irrevocable trust for the benefit of the children of
William P. Long, President of the Company, acquired 125,000 common shares and
125,000 warrants in a private placement pursuant to the terms of a stock
purchase agreement dated as of August 4, 2000. The 125,000 warrants include
warrants to purchase 62,500 common shares at an exercise price of $5 at any time
prior to the earlier of (i) the fifth anniversary of the date the registration
statement of which this prospectus is a part is first effective, and (ii) the
date thirty days following the fifth day (whether or not consecutive) the
closing price of the common shares equals or exceeds $7.00 and warrants to
purchase 62,500 common shares at an exercise price of $4 at any time prior to
the earlier of (i) the fifth anniversary of the date the registration statement
of which this prospectus is a part is first effective, and (ii) the date thirty
days following the fifth day (whether or not consecutive) the closing price of
the common shares equals or exceeds $6.00. The warrants include standard
anti-dilution provisions pursuant to which the exercise price and number of
shares issuable thereunder is adjusted proportionately in the event of a stock
split, stock dividend, recapitalization or similar transaction. The shares that
may be offered pursuant to this prospectus include the 125,000 shares issued to
MBRT Trust and the 125,000 shares issuable upon the exercise of the warrants. In
addition, the shares that may be offered pursuant to this prospectus include
100,000 shares acquired by MBRT Trust in a private placement completed on
December 29, 1997 and previously registered on registration statement no.
333-45511.
Pursuant to a registration rights agreement dated as of August 4, 2000
and entered into in conjunction with the MBRT purchase agreement, we are
obligated to file a registration statement registering the common shares, and
shares issuable upon the exercise of warrants, acquired by the MBRT Trust on
August 4, 2000.
18
Gibson Family Limited Partnership
---------------------------------
Gibson Family Limited Partnership acquired 50,000 shares and 50,000
warrants in a private placement pursuant to the terms of a stock purchase
agreement dated as of August 22, 2000. The 50,000 warrants include warrants to
purchase 25,000 common shares at an exercise price of $5 at any time prior to
the earlier of (i) the fifth anniversary of the date the registration statement
of which this prospectus is a part is first effective, and (ii) the date thirty
days following the fifth day (whether or not consecutive) the closing price of
the common shares equals or exceeds $7.00 and warrants to purchase 25,000 common
shares at an exercise price of $4 at any time prior to the earlier of (i) the
fifth anniversary of the date the registration statement of which this
prospectus is a part is first effective, and (ii) the date thirty days following
the fifth day (whether or not consecutive) the closing price of the common
shares equals or exceeds $6.00. The warrants include standard anti-dilution
provisions pursuant to which the exercise price and number of shares issuable
thereunder is adjusted proportionately in the event of a stock split, stock
dividend, recapitalization or similar transaction. The shares that may be
offered pursuant to this prospectus include the 50,000 common shares issued to
the Gibson Family Limited Partnership and the common shares issuable upon the
exercise of the warrants.
Pursuant to a registration rights agreement dated as of August 22, 2000
and entered into in conjunction with the Gibson Family purchase agreement, we
are obligated to file a registration statement registering the common shares,
and shares issuable upon the exercise of warrants, acquired by the Gibson Family
Limited Partnership on August 22, 2000.
De Jong and Associates
----------------------
De Jong & Associates, Inc. acquired 75,000 warrants in a private
placement pursuant to the terms of a consulting agreement dated as of February
15, 2000 in consideration of consulting services provided to us by de Jong. The
warrants have an exercise price of $4.00 per share and are exercisable at any
time on or before February 15, 2003. The warrants include standard anti-dilution
provisions pursuant to which the exercise price and number of shares issuable
thereunder is adjusted proportionately in the event of a stock split, stock
dividend, recapitalization or similar transaction. The shares that may be
offered pursuant to this prospectus include the shares issuable upon the
exercise of such warrants. The common shares issuable upon exercise of the
warrants were previously registered on registration statement no. 333-36462.
Toyota on Western, Inc.
-----------------------
Toyota on Western, Inc. acquired 83,333 warrants in a private placement
pursuant to the terms of a stock purchase agreement dated as of March 3, 2000.
Pursuant to the Toyota purchase agreement, among other things, we granted
warrants to purchase 83,333 shares at the exercise price of $8.00 per share on
or before the earlier of (i) March 3, 2004 and (ii) the date thirty days
following the fifth day (whether or not consecutive) the closing price of a
common share on the Nasdaq National Market equals or exceeds $10.00. The
warrants include standard anti-dilution provisions pursuant to which the
exercise price and number of shares issuable thereunder is adjusted
proportionately in the event of a stock split, stock dividend, recapitalization
19
or similar transaction. The shares that may be offered pursuant to this
prospectus include the common shares issuable upon the exercise of the warrants.
The common shares issuable upon exercise of the warrants were previously
registered on registration statement no. 333-36462.
Ladenburg Thalmann & Co., Inc.
------------------------------
On March 31, 2000, the Company granted Ladenburg Thalmann & Co., Inc.
75,078 Series N Warrants in return for serving as placement agent in connection
with a private placement of common shares as of March 31, 2000. The warrants
permit Ladenburg to purchase up to 75,078 shares at an exercise price of $6.75
(or pursuant to a cashless exercise provision) at any time on or before the
earlier of (i) March 31, 2003 and (ii) the date thirty days following the fifth
day (whether or not consecutive) the closing price of a common share on the
Nasdaq National Market equals or exceeds $9.00. The cashless exercise provision
permits the holder, in lieu of paying the exercise price, to tender the warrant
certificate and receive a number of common shares equal in market value (defined
to be the previous 10 days average closing bid price) to the difference between
the aggregate market value of the common shares issuable upon exercise of the
warrant, and the aggregate cash exercise price of the common shares issuable
upon exercise of the warrant.
The warrants include standard anti-dilution provisions pursuant to
which the exercise price and number of shares issuable thereunder is adjusted
proportionately in the event of a stock split, stock dividend, recapitalization
or similar transaction. The shares that may be offered pursuant to this
prospectus include the common shares issuable upon the exercise of the warrant.
The common shares issuable upon exercise of the warrants were previously
registered by the Company on registration statement no. 333-36462.
Anderson LLC
------------
Anderson LLC acquired 250,261 warrants in a private placement pursuant
to the terms of a common stock purchase agreement dated as of March 31, 2000.
Pursuant to the Anderson purchase agreement, we granted Anderson warrants to
purchase 250,261 shares at an exercise of $6.75 per share (or pursuant to a
cashless exercise provision) at any time on or before March 31, 2003. The
cashless exercise provision permits the holder, in lieu of paying the exercise
price, to tender the warrant certificate and receive a number of common shares
equal in market value (defined to be the previous 10 days average closing bid
price) to the difference between the aggregate market value of the common shares
issuable upon exercise of the warrant, and the aggregate cash exercise price of
the common shares issuable upon exercise of the warrant.
The warrants include standard anti-dilution provisions pursuant to
which the exercise price and number of shares issuable thereunder is adjusted
proportionately in the event of a stock split, stock dividend, recapitalization
or similar transaction. The shares that may be offered pursuant to this
prospectus include the common shares issuable upon the exercise of the warrants.
The common shares issuable upon exercise of the warrants were previously
registered on registration statement no. 333-36462.
20
PLAN OF DISTRIBUTION
The Shares. The shares offered by this prospectus may be sold from time
to time by the selling shareholders, who consist of the persons named as
"selling shareholders" above and those persons' pledgees, donees, transferees or
other successors in interest. The selling shareholders may sell the offered
shares on the Nasdaq National Market, or otherwise, at market prices or at
negotiated prices. They may sell shares by one or a combination of the
following:
o a block trade in which a broker or dealer so engaged will attempt
to sell the offered shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers; o an exchange distribution in accordance with
the rules of such exchange; o privately negotiated transactions; o
if such a sale qualifies, in accordance with Rule 144 promulgated
under the Securities Act rather than pursuant to this prospectus;
or o any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares by means of short sales.
Short sales involve the sale by a selling shareholder, usually with a future
delivery date, of common shares that the seller does not own. Covered short
sales are sales made in an amount not greater than the number of shares subject
to the short seller's warrant, exchange right or other right to acquire common
shares. A selling shareholder may close out any covered short position by either
exercising its warrants or exchange rights to acquire common shares or
purchasing shares in the open market. In determining the source of shares to
close out the covered short position, a selling shareholder will likely
consider, among other things, the price of common shares available for purchase
in the open market as compared to the price at which it may purchase common
shares pursuant to its warrants or exchange rights.
Naked short sales are any sales in excess of the number of shares
subject to the short seller's warrant, exchange right or other right to acquire
common shares. A selling shareholder must close out any naked position by
purchasing shares. A naked short position is more likely to be created if a
selling shareholder is concerned that there may be downward pressure on the
price of the common shares in the open market.
The existence of a significant number of short sales generally causes
the price of the common shares to decline, in part because it indicates that a
number of market participants are taking a position that will profitable only if
the price of the common shares declines. Purchases to cover short sales may,
however, increase the demand for the common shares and have the effect of
raising or maintaining the price of the common shares.
21
In making sales, brokers or dealers engaged by the selling
shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from such selling shareholders in
amounts to be negotiated prior to the sale. Such selling shareholders and any
broker-dealers that participate in the distribution may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, and any proceeds or commissions received by them, and any profits on the
resale of shares sold by broker-dealers, may be deemed to be underwriting
discounts and commissions. If a selling shareholder notifies us that a material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, we will file a prospectus
supplement, if required pursuant to the Securities Act of 1933, setting forth:
o the name of each of the participating broker-dealers,
o the number of shares involved,
o the price at which the offered shares were sold,
o the commissions paid or discounts or concessions allowed to the
broker-dealers, where applicable;
o a statement to the effect that the broker-dealers did not conduct
any investigation to verify the information set out or incorporated
by reference in this prospectus, and
o any other facts material to the transaction.
General. We are paying the expenses incurred in connection with
preparing and filing this prospectus and the registration statement to which it
relates, other than selling commissions. In addition, in the event a selling
shareholder effects a short sale of common shares, this prospectus may be
delivered in connection with such short sale and the shares offered by this
prospectus may be used to cover such short sale. To the extent, if any, that a
selling shareholder may be considered an "underwriter" within the meaning of the
Securities Act, the sale of the shares by it shall be covered by this
prospectus.
We have not retained any underwriter, broker or dealer to facilitate
the offer or sale of the offered shares offered hereby. We will pay no
underwriting commissions or discounts in connection therewith, and we will not
receive any proceeds from the sale of the offered shares.
In order to comply with the securities laws of certain states, if
applicable, the offered securities will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the offered shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available.
DESCRIPTION OF OFFERED SECURITIES
For a description of the common shares offered hereunder, please refer
to the description of the common shares provided in the Registration Statement
on Form 10-SB we filed with the SEC on November 25, 1996.
22
LEGAL MATTERS
The validity of the shares being offered hereby is being passed upon
for us by Goodman and Carr LLP, Ontario, Canada.
EXPERTS
The financial statements incorporated in this prospectus by reference
from our Annual Report on Form 10-K for the year ended December 31, 2000, as
amended, have been audited by Deloitte & Touche LLP, as stated in their report
(which report included an unqualified opinion and included an explanatory
paragraph refering to our ability to continue as a going concern), which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
As permitted by SEC rules, this prospectus does not contain all of the
information that prospective investors can find in the Registration Statement or
the exhibits to the Registration Statement. The SEC permits us to incorporate by
reference into this prospectus information filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except as superseded or modified by information contained directly in this
prospectus or in a subsequently filed document that also is (or is deemed to be)
incorporated herein by reference.
This prospectus incorporates by reference the documents set forth below
that we (File No. 1-12497) have previously filed with the SEC pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
documents contain important information about the Company and its financial
condition.
(a) Our Annual Report on Form 10-K for the year ended December 31,
2000, filed with the SEC on April 2, 2001, as amended by
Amendment No. 1 on Form 10-K/A filed with the SEC on April 17,
2001, Amendment No.2 on Form 10-K/A filed with the SEC on May
2, 2001 and Amendment No. 3 on Form 10-K/A filed with the SEC
on May 9, 2001.
(b) Our Current Report on Form 8-K filed with the SEC on March 23,
2001, as amended by an Amendment No. 1 on Form 8-K/A filed
with the SEC on March 28, 2001.
(c) Our Current Report on Form 8-K/A filed with the SEC on
December 26, 2000, as amended by an Amendment No. 1 on Form
8-K/A filed with the SEC on April 18, 2001.
(d) The description of the common shares contained in our
Registration Statement on Form 10-SB filed with the SEC on
November 25, 1996, including any amendment or report filed
under the Exchange Act for the purpose of updating such
description.
We hereby incorporate by reference all reports and other documents
filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus and prior to the termination of this offering.
23
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other information with the SEC. You may read and copy any reports, statements,
or other information that the Company files at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. The SEC
also maintains an Internet site (http://www.sec.gov) that makes available to the
public reports, proxy statements, and other information regarding issuers, such
as the Company, that file electronically with the SEC.
In addition, we will provide, without charge, to each person to whom
this prospectus is delivered, upon written or oral request of any such person, a
copy of any or all of the foregoing documents (other than exhibits to such
documents which are not specifically incorporated by reference in such
documents). Please direct written requests for such copies to the Company c/o
Mineral Recovery Systems at 230 South Rock Boulevard, Suite 21, Reno, Nevada
89502, U.S.A., Attention: Ed Dickinson, Chief Financial Officer. Telephone
requests may be directed to the office of the Director of Finance at (800)
897-8245.
Our common shares are quoted on the Nasdaq National Market. Reports,
proxy statements and other information concerning the Company can be inspected
and copied at the Public Reference Room of the National Association of
Securities Dealers, 1735 K Street, N.W., Washington, D.C. 20006.
24
====================================================== ====================================================
We have not authorized any dealer, salesperson or
other person to give any information or represent
anything not contained in this prospectus. This
prospectus does not offer to sell or buy any 12,060,842 Common Shares
securities in any jurisdiction where it is unlawful.
The information in this prospectus is current as of
May 7, 2001.
-----------------------
ALTAIR INTERNATIONAL INC.
12,060,842 COMMON SHARES
---------------
Prospectus
---------------
May 7, 2001
====================================================== ====================================================
25
II-10
II-7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
----------------------------------------------------
The following table sets forth the various expenses of the offering, sale and
distribution of the offered securities being registered pursuant to this
registration statement (the "Registration Statement"). All of the expenses
listed below will be borne by the Company. All of the amounts shown are
estimates except the SEC registration fees.
Item Amount
---- ------
SEC Commission registration fees $5,911
NASD registration fees $17,500
Accounting fees and expenses $30,000
Legal fees and expenses $30,000
Blue Sky fees and expenses $3,000
Printing Expenses $1,000
Miscellaneous Expenses $2,589
Total: $90,000
Item 15. Indemnification of Directors and Officers
--------------------------------------------------
Subsection 136(1) of the Business Corporation Act, Ontario (the "Act") provides
that a corporation may indemnify a director or officer of the corporation, a
former director or officer of the corporation or a person who acts or acted at
the corporation's request as a director or officer of a body corporate of which
the corporation is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him or
her in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of such corporation or body corporation, if,
(a) he acted honestly and in good faith with a view to the best interests of the
corporation; and
(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing that his
or her conduct was lawful.
Subsection 136(2) of the Act provides that a corporation may, with the approval
of the court, indemnify a person referred to in subsection 136(1) of the Act in
respect of an action by or on behalf of the corporation or body corporate to
procure a judgment in its favor, to which the person is made a party by reason
of being or having been a director or an officer of the corporation or body
corporate, against all costs, charges and expenses reasonably incurred by the
person in connection with such action if he fulfills the conditions set out in
clauses 136(1)(a) and 136(1))(b) of the Act.
Subsection 136(3) of the Act provides that despite anything in section 136 of
the Act, a person referred to in subsection 136(1) of the Act is entitled to
indemnity from the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body corporate,
if the person seeking indemnity,
II-1
(a) was substantially successful on the merits in his defense of the action or
proceeding; and
(b) fulfills the conditions set out in clauses 136(1)(a) and 136(1)(b) of the
Act.
Subsection 136(4) of the Act provides that a corporation may purchase and
maintain insurance for the benefit of any person referred to in subsection
136(1) of the Act against any liability incurred by the person,
(a) in his capacity as a director or officer of the corporation, except where
the liability relates to the person's failure to act honestly and in good faith
with a view to the best interests of the corporation; or
(b) in his capacity as a director or officer of another body corporate where the
person acts or acted in that capacity at the corporation's request, except where
the liability relates to the person's failure to act honestly and in good faith
with a view to the best interests of the body corporate.
Subsection 136(5) of the Act provides that a corporation or a person referred to
in subsection 136(1) of the Act may apply to the court for an order approving an
indemnity under section 136 of the Act and the court may so order and make any
further order it thinks fit.
Subsection 136(6) of the Act provides that upon an application under subsection
136(5) of the Act, the court may order notice to be given to any interested
person and such person is entitled to appear and be heard in person or by
counsel.
The Company's By-laws, as amended, provide that subject to subsection 2 of
section 147 of the Act, every director and officer of the Company and his heirs,
executors, administrators and other legal personal representatives shall, from
time to time, be indemnified and saved harmless by the Company from and against
any liability and all costs, charges and expenses that such director or officer
sustains or incurs in respect of any action, suit or proceeding that is proposed
or commenced against him for or in respect of anything done or permitted by him
in respect of the execution of the duties of his office and all other costs,
charges and expenses that he sustains or incurs in respect of the affairs of the
Company, except such costs, charges or expenses as are occasioned by his own
willful neglect or default. In addition, the board of directors of the Company
has passed, and the shareholders have confirmed, several special By-laws
authorizing the board of directors, among other things, to borrow money and
issue bonds or debentures and to secure any such borrowing by mortgaging or
pledging all or part of the Company's assets. The special By-laws further
authorize the board of directors to delegate the foregoing powers to any
director or officer and to give indemnities to any such director or other person
acting on behalf of the Company and secure any such person against loss by
giving him by way of security a mortgage or charge upon all of the currently
owned or subsequently acquired property, undertakings, and rights of the
Company.
Pursuant to an employment agreement with William P. Long, the President, Chief
Executive Officer and a director of the Company, the Company has agreed to
assume all liability for and to indemnify, protect, save, and hold Dr. Long
harmless from and against any and all losses, costs, expenses, attorneys' fees,
claims, demands, liability, suits, and actions of every kind and character which
may be imposed upon or incurred by Dr. Long on account of, arising directly or
indirectly from, or in any way connected with or related to Dr. Long's
activities as an officer and member of the board of directors of the Company,
except as arise as a result of fraud, felonious conduct, gross negligence or
acts of moral turpitude on the part of Dr. Long. In addition, Mineral Recovery
Systems, Inc. ("MRS"), a wholly-owned subsidiary of the Company, has agreed to
assume all liability for and to indemnify, protect, save, and hold harmless
Patrick Costin (Vice President of the Company and President of MRS) from and
against any and all losses, costs, expenses, attorneys' fees, claims, demands,
liabilities, suits and actions of every kind and character which may be imposed
on or incurred by Mr. Costin on account of, arising directly or indirectly from,
or in any way connected with Mr. Costin's activities as manager, officer, or
director of MRS or the Company.
Indemnification may be granted pursuant to any other agreement, bylaw, or vote
of shareholders or directors. In addition to the foregoing, the Company
maintains insurance through a commercial carrier against certain liabilities
II-2
which may be incurred by its directors and officers. The foregoing description
is necessarily general and does not describe all details regarding the
indemnification of officers, directors or controlling persons of the Company.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits.
The following exhibits required by Item 601 of Regulations S-K promulgated under
the Securities Act have been included herewith or have been filed previously
with the SEC as indicated below.
Exhibit No. Description Incorporated by Reference/
Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
Incorporated by reference to Registration Statement
4.1 Form of Common Stock Certificate on Form 10-SB filed with the Commission on November
25, 1996, File No. 1-12497.
Incorporated by reference to the Company's Current
4.2 Form of Warrant (Anderson) Report on Form 8-K filed with the Commission on April
24, 2000, File No. 1-12497.
Incorporated by reference to the Company's
4.3 Form of Series M Warrant (Toyota On Registration Statement on Form S-3 filed with the
Western) Commission on May 5, 2000, File No. 333-36462.
Incorporated by reference to the Company's
4.4 Form of de Jong Warrant Registration Statement on Form S-3 filed with the
Commission on May 5, 2000, File No. 333-36462.
Incorporated by reference to the Company's
4.5 Form of Series N Warrant (Ladenburg) Registration Statement on Form S-3 filed with the
Commission on May 5, 2000, File No. 333-36462.
Shareholders Rights Plan Agreement
dated November 27, 1998, between Incorporated by reference to the Company's Current
4.6 Altair International Inc. and Equity Report on Form 8-K filed with the Commission on
Transfer Services Inc. December 29, 1998, File No. 1-12497.
Amended and Restated Shareholder
Rights Plan dated October 15, 1999, Incorporated by reference to the Company's Current
4.7 between the Company and Equity Report on Form 8-K filed with the Commission on
Transfer Services, Inc. November 19, 1999, File No. 1-12497.
Incorporated by reference to the Company's Current
Report on Form 8-K filed with the Commission on
4.8 Form of Doral Warrant December 26, 2000, as amended by Amendment No. 1 on
Form 8-K/A filed with the Commission on April 18,2001,
File No. 1-12497
II-3
Exhibit No. Description Incorporated by Reference/
Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
Incorporated by reference to the Company's Current
Report on Form 8-K filed with the Commission on
4.9 Asset-backed Exchangeable Term Note December 26, 2000, as amended by Amendment No. 1 on
dated December 15, 2000 Form 8-K/A filed with the Commission on April 18,
2001, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.10 Form of Series 2000B Warrant Report on Form 10-Q filed with the Commission on
November 14, 2000, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.11 Form of Series 2000C Warrant Report on Form 10-Q filed with the Commission on
November 14, 2000, File No. 1-12497.
Incorporated by reference to Amendment No. 1 to the
5 Opinion of Goodman and Carr LLP as to Registration Statement on form S-3 filed with the
legality of securities offered Commission on April 18, 2001, File No. 333-54092.
Incorporated by reference to the Company's Current
Report on Form 8-K filed with the Commission on
10.1 Registration Rights Agreement dated December 26, 2000, as amended by Amendment No. 1 on
December 15, 2001 with Doral 18, LLC Form 8-K/A filed with the Commission on April 18,
2001, File No. 1-12497.
Form of Registration Rights Agreement
(with MBRT Trust dated August 4, 2000; Incorporated by reference to the Company's Quarterly
10.2 with Gibson Family Limited Report on Form 10-Q field with the Commission on
Partnership November 15, 2000, File No. 1-12497.
dated August 22, 2000; with Louis
Schnur August 4, 2000)
Incorporated by reference to the audit report contained
in the Company's Amendment No. 3 to Annual Report of
23.1 Consent of McGovern, Harley, Cunningham, LLP Form 10-K/A filed with the Commission on May 9, 2001,
File No. 1-12497.
Incorporated by reference to the audit report
contained in the Company's Amendment No. 3 to Annual
23.2 Consent of Deloitte & Touche LLP Report on Form 10-K/A, filed with the Commission on
May 9, 2001, File No. 1-12497.
23.3 Consent of Goodman and Carr LLP Included in Exhibit No. 5.
Incorporated by reference to the Registration
24 Powers of Attorney Statement on Form S-3 filed with the Commission on
January 22, 2001, File No. 333-54092.
-----------------------
Item 17. Undertakings.
----------------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
notwithstanding the foregoing, any increase or decrease in volume of securities
II-4
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company, the Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to Registration Statement on Form S-3/A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cody, State of Wyoming,
on May 5, 2001.
ALTAIR INTERNATIONAL INC.
By /s/ William P. Long
-------------------
William P. Long
President and Chief Executive Officer
ADDITIONAL SIGNATURES
Signature Title Date
--------- ----- ----
/s/ William P. Long President, Chief Executive Officer, and Director May 5, 2001
------------------------ (Principal Executive Officer and authorized
William P. Long representative of the Company in the United States)
/s/ Edward H. Dickinson Chief Financial Officer May 5, 2001
------------------------ (Principal Financial Officer and Principal
Edward H. Dickinson Accounting Officer)
/s/ James I. Golla* Secretary and Director May 5, 2001
------------------------
April 16, 2001
James I. Golla
/s/ George E. Hartman* Director May 5, 2001
------------------------
George E. Hartman
/s/ Robert Sheldon* Director May 5-, 2001
------------------------
Robert Sheldon
* By: /s/ William P. Long
---------------------------------
William P. Long, Attorney-in-Fact
II-6
EXHIBIT INDEX
-------------
Exhibit No. Description Incorporated by Reference/
Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
Incorporated by reference to Registration Statement
4.1 Form of Common Stock Certificate on Form 10-SB filed with the Commission on November
25, 1996, File No. 1-12497.
Incorporated by reference to the Company's Current
4.2 Form of Warrant (Anderson) Report on Form 8-K filed with the Commission on April
24, 2000, File No. 1-12497.
Incorporated by reference to the Company's
4.3 Form of Series M Warrant (Toyota On Registration Statement on Form S-3 filed with the
Western) Commission on May 5, 2000, File No. 333-36462.
Incorporated by reference to the Company's
4.4 Form of de Jong Warrant Registration Statement on Form S-3 filed with the
Commission on May 5, 2000, File No. 333-36462.
Incorporated by reference to the Company's
4.5 Form of Series N Warrant (Ladenburg) Registration Statement on Form S-3 filed with the
Commission on May 5, 2000, File No. 333-36462.
Shareholders Rights Plan Agreement
dated November 27, 1998, between Incorporated by reference to the Company's Current
4.6 Altair International Inc. and Equity Report on Form 8-K filed with the Commission on
Transfer Services Inc. December 29, 1998, File No. 1-12497.
Amended and Restated Shareholder
Rights Plan dated October 15, 1999, Incorporated by reference to the Company's Current
4.7 between the Company and Equity Report on Form 8-K filed with the Commission on
Transfer Services, Inc. November 19, 1999, File No. 1-12497.
Incorporated by reference to the Company's Current
Report on Form 8-K filed with the Commission on
4.8 Form of Doral Warrant December 26, 2000, as amended by Amendment No. 1 on
Form 8-K/A filed with the Commission on April 18,2001,
File No. 1-12497
II-7
EXHIBIT INDEX
-------------
Exhibit No. Description Incorporated by Reference/
Filed Herewith (and Sequential Page #)
---------------- ---------------------------------------- -------------------------------------------------------
Incorporated by reference to the Company's Current
Report on Form 8-K filed with the Commission on
4.9 Asset-backed Exchangeable Term Note December 26, 2000, as amended by Amendment No. 1 on
dated December 15, 2000 Form 8-K/A filed with the Commission on April 18,
2001, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.10 Form of Series 2000B Warrant Report on Form 10-Q filed with the Commission on
November 14, 2000, File No. 1-12497.
Incorporated by reference to the Company's Quarterly
4.11 Form of Series 2000C Warrant Report on Form 10-Q filed with the Commission on
November 14, 2000, File No. 1-12497.
Incorporated by reference to Amendment No. 1 to the
5 Opinion of Goodman and Carr LLP as to Registration Statement on form S-3 filed with the
legality of securities offered Commission on April 18, 2001, File No. 333-54092.
Incorporated by reference to the Company's Current
Report on Form 8-K filed with the Commission on
10.1 Registration Rights Agreement dated December 26, 2000, as amended by Amendment No. 1 on
December 15, 2001 with Doral 18, LLC Form 8-K/A filed with the Commission on April 18,
2001, File No. 1-12497.
Form of Registration Rights Agreement
(with MBRT Trust dated August 4, 2000; Incorporated by reference to the Company's Quarterly
10.2 with Gibson Family Limited Report on Form 10-Q field with the Commission on
Partnership November 15, 2000, File No. 1-12497.
dated August 22, 2000; with Louis
Schnur August 4, 2000)
Incorporated by reference to the audit report contained
in the Company's Amendment No. 3 to Annual Report of
23.1 Consent of McGovern, Harley, Cunningham, LLP Form 10-K/A filed with the Commission on May 9, 2001,
File No. 1-12497.
Incorporated by reference to the audit report
contained in the Company's Amendment No. 1 to Annual
23.2 Consent of Deloitte & Touche LLP Report on Form 10-K/A, filed with the Commission on
May 9, 2001, File No. 1-12497.
23.3 Consent of Goodman and Carr LLP Included in Exhibit No. 5.
Incorporated by reference to the Registration
24 Powers of Attorney Statement on Form S-3 filed with the Commission on
January 22, 2001, File No. 333-54092.
-----------------------
II-8