As
Filed with the Securities and Exchange Commission on September 1,
2006
Registration
No. 333-________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Altair
Nanotechnologies Inc.
(Exact
name of registrant as specified in its charter)
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Canada
(State
or other jurisdiction of
incorporation
or organization)
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33-1084375
(I.R.S.
employer
identification
number)
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Alan
J. Gotcher
Chief
Executive Officer
Altair
Nanotechnologies Inc.
204
Edison Way
Reno,
Nevada 89502
(775)
858-3750
(Name,
address, including zip code, and telephone number, including area
code, of
agent for service)
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Copies
to:
Bryan
T. Allen, Esq.
Parr
Waddoups Brown Gee & Loveless
185
South State Street, Suite 1300
Salt
Lake City, Utah 84111
Phone:
(801) 257-7963
Facsimile:
(801) 532-7750
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Approximate
date of commencement of the proposed sale to the public: From time to time
after
the effective date of this Registration Statement.
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
this Form is a registration statement pursuant to General Instruction I.D.
or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If
this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities
or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. ¨
CALCULATION
OF REGISTRATION FEE
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Title
of each class of securities to be registered(1)
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Proposed maximum
aggregate offering
price(2)
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Amount of registration
fee(3)
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Common
shares, without par value (2)
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Warrants
(3)
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Total
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$
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50,000,000
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$
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5,350
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There
are being registered hereunder such indeterminate number of common
shares
and warrants to purchase common shares, and such indeterminate number
of
units of warrants and common shares, as shall have an aggregate initial
offering price not to exceed $50,000,000. Any securities registered
hereunder may be sold separately or as units with other securities
registered hereunder. The securities registered also include such
indeterminate amounts and numbers of common shares as may be issued
upon
exercise of warrants or pursuant to the antidilution provisions of
any
such securities.
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| (2) |
The
proposed maximum aggregate offering price per class of security
will be
determined from time to time by the Registrant in connection with
the
issuance by the Registrant of the securities registered hereunder
and is
not specified as to each class of security pursuant to General
Instruction
II.D. of Form S-3 under the Securities
Act.
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| (3) |
Calculated
pursuant to Rule 457(o) under the Securities
Act.
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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.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities
in
any state where the offer or sale is not permitted.
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PROSPECTUS
(Subject to Completion)
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Dated September
__, 2006
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ALTAIR
NANOTECHNOLOGIES, INC.
COMMON
SHARES
WARRANTS
We
may from time to time offer in one or more series, together or
separately:
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common
shares
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warrants
to purchase common shares and
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units
of warrants and common shares.
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We
will set forth the amounts, prices and terms of these securities in supplements
to this prospectus.
This
prospectus describes the general terms that may apply to these securities.
The
specific terms of any such securities to be offered and the plan of distribution
for that offering will be described in supplements to this prospectus. The
prospectus supplements also may add, update or change information in this
prospectus. You should read this prospectus and any applicable prospectus
supplement before you make your investment decision.
This
prospectus may not be used to offer or sell any securities unless accompanied
by
a prospectus supplement.
We
may offer and sell these securities through one or more underwriters, dealers
and agents, securities through underwriting syndicates managed or co-managed
by
one or more underwriters, or directly to purchasers, on a continuous basis
or a
delayed basis. If any underwriters, dealers or agents are involved, their names
and information about any commissions and discounts will be set forth in a
prospectus supplement.
Our
common shares are listed on the Nasdaq Capital Market under the symbol “ALTI.”
On August 31, 2006, the last reported sale price of our common shares was $3.19
per share.
Investing
in the securities offered by this prospectus and the accompanying prospectus
supplement involves risks. See “Risk
Factors” beginning on page 3.
These
securities have not been approved or disapproved by the Securities and Exchange
Commission or any state securities commission nor has the Securities and
Exchange Commission or any state securities commission passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The
date of this prospectus is September __, 2006
TABLE
OF CONTENTS
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Page
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Overview
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1
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About
this Prospectus
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1
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Risk
Factors
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3
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Forward-Looking
Statements
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10
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Use
of Proceeds
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10
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The
Securities We May Offer
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10
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Plan
of Distribution
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15
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Incorporation
of Certain Information by Reference
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17
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Where
You Can Find More Information
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18
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Legal
Matters
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18
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Experts
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18
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Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
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18
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We
are a Canadian company, with principal assets and operations in the United
States, whose primary business is developing and commercializing nanomaterial
and titanium dioxide pigment technologies. We also provide contract research
services on select projects where we can utilize our resources to develop
intellectual property and/or new products and technology. Our research,
development, production, marketing and sales efforts are currently directed
toward six market applications that utilize our proprietary
technologies:
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Advanced
Materials
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o
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The
marketing and licensing of titanium dioxide pigment production
technology.
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o
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The
marketing and production of nano-structured ceramic powders for thermal
spray applications.
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o
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The
development of nano-structured ceramic powders for nano-sensor
applications.
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o
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The
development of titanium dioxide electrode structures in connection
with
research programs aimed at developing a lower-cost process for producing
titanium metals and related alloys. Development of this product is
largely
inactive as we seek a business
partner.
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Air
and Water Treatment
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o
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The
development, production and sale of photocatalytic materials for
air and
water cleansing.
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o
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The
marketing of
Nanocheck products for phosphate binding to prevent or reduce algae
growth
in recreational and industrial
water.
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Alternative
Energy
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o
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The
development, production and sale of nano-structured lithium titanate
spinel, lithium cobaltate and lithium manganate spinel materials
for high
performance lithium ion batteries.
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o
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The
design and development of power lithium ion battery cells, batteries
and
battery packs as well as related design and test services.
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o
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The
development of materials for photovoltaics and transparent electrodes
for
hydrogen generation and fuel cells.
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Lanthanum
based Pharmaceutical Products
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o
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The
co-development of RenaZorb, a test-stage active pharmaceutical ingredient,
which is designed to be useful in the treatment of elevated serum
phosphate levels in patients undergoing kidney
dialysis.
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Renalan,
a test-stage active pharmaceutical ingredient, which is designed
to be
useful in the treatment of elevated serum phosphate levels in companion
animals suffering from chronic renal
disease.
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Chemical
Delivery Products
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o
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The
development of TiNano Spheres, which are rigid, hollow, porous, high
surface area ceramic micro structures that are derived from Altair’s
proprietary process technology for the delivery of chemicals, drugs
and
biocides.
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Biocompatible
Materials
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The
development of nanomaterials for use in various products for dental
implants, dental fillings and dental products, as well as biocompatible
coatings on implants.
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We
also provide contract research services on select projects where we can utilize
our resources to develop intellectual property and/or new products and
technology. In the near term, as we continue to develop and market our products
and technology, contract services will continue to be a substantial component
of
our operating revenues. During the years ended December 31, 2005, 2004 and
2003,
contract services revenues comprised 70%, 99% and 88%, respectively, of our
operating revenues.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the SEC using
a “shelf” registration, or continuous offering process.
Each
time that we sell any securities under this prospectus, we will provide a
prospectus supplement that will contain specific information about the terms
of
that offering and certain other offering-specific information. The prospectus
supplement also may add, update or change information contained in this
prospectus. Any statement that we make in this prospectus will be modified
or
superseded by any inconsistent statement made by us in a prospectus
supplement.
1
The
registration statement we filed with the SEC includes exhibits that provide
more
detail on descriptions of the matters discussed in this prospectus. You should
carefully read this prospectus, the related exhibits filed with the SEC and
the
applicable prospectus supplement together with the additional information
described under the heading “Where You Can Find More Information” on page 18 of
this prospectus. You should not assume that the information in this prospectus,
the prospectus supplements or any documents incorporated by reference is
accurate as of any date other than the date of the applicable
document.
You
should rely only on the information incorporated by reference or provided in
this prospectus and any prospectus supplement. We have authorized no one to
provide you with different information.
Unless
we indicate otherwise, the terms “Altair,” “we,” “our” and “us” as used in this
prospectus refers to Altair Nanotechnologies Inc. and its subsidiaries as a
combined entity, except where it is made clear that the term only means the
parent company or an identified subsidiary. Our principal executive offices
are
located at 204 Edison Way, Reno, NV, and our phone number is (775) 856-2500.
Our
website is www.altairnano.com. Information contained on our website is not
a
part of this prospectus or any prospectus supplement.
2
You
should carefully consider the risks described in this prospectus and the
accompanying prospectus supplement, in addition to the other information
contained or incorporated by reference in this prospectus and the accompanying
prospectus supplement before making an investment decision. Any of these risks
could materially and adversely affect our business, financial condition or
results of operations. In such case, you may lose all or part of your
investment. Some factors in this section are forward-looking
statements.
We
have
experienced a net loss in every fiscal year since our inception. Our losses
from
operations were $10,481,853 in 2005 and $8,654,102 in the six month ended June
30, 2006. Even if we do generate net income in one or more quarters in the
future, subsequent developments in our industry, customer base, business or
cost
structure or expenses associated with our operations, or due to an event such
as
significant litigation or a significant transaction may cause us to again
experience net losses. We may never become profitable for the long-term, or
even
for any quarter.
Our
quarterly operating results have fluctuated significantly in the past and will
continue to fluctuate in the future, which could cause our stock price to
decline.
Our
quarterly operating results have fluctuated significantly in the past, and
we
believe that they will continue to fluctuate in the future, due to a number
of
factors, many of which are beyond our control. If in future periods our
operating results do not meet the expectations of investors or analysts who
choose to follow our company, our stock price may fall. Factors that may affect
our quarterly operating results include the following:
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fluctuations
in the size and timing of customer service orders from one quarter
to the
next;
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timing
of delivery of our services and products;
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addition
of new customers or loss of existing customers;
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our
ability to commercialize and obtain orders for products we are
developing;
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costs
associated with developing our manufacturing capabilities;
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new
product announcements or introductions by our competitors or potential
competitors;
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the
effect of variations in the market price of our common shares on
our
equity-based compensation expenses;
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acquisitions
of businesses or customers;
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technology
and intellectual property issues associated with our products;
and
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general
economic trends, including changes energy prices or geopolitical
events
such as war or incidents of terrorism.
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Our
revenues have historically been generated from low-margin contract research
services; if we cannot expand revenues from other products and services, our
business will fail.
Historically,
a significant portion of our revenues has come from contract research services
for businesses and government agencies. During the years ended December 31,
2005, 2004 and 2003, contract services revenues comprised 70%, 99% and 88%,
respectively, of our operating revenues. During the first six months of 2006,
contract revenues comprised 77% of our revenues. Contract services revenue
is
low margin and unlikely to grow at a rapid pace. Our business plan anticipates
revenues from product sales and licensing, both of which are higher margin
than
contract services and have potential for rapid growth, increasing in coming
years. If we are not successful in significantly expanding our revenues from
higher margin products and services, our revenue growth will be slow, it is
unlikely that we will achieve profitability and our business will fail.
3
Our
patents and other protective measures may not adequately protect our proprietary
intellectual property, and we may be infringing on the rights of others.
We
regard
our intellectual property, particularly our proprietary rights in our
nanomaterials and titanium dioxide pigment technology, as critical to our
success. We have received various patents, and filed other patent applications,
for various applications and aspects of our nanomaterials and titanium dioxide
pigment technology and other intellectual property. In addition, we generally
enter into confidentiality and invention agreements with our employees and
consultants. Such patents and agreements and various other measures we take
to
protect our intellectual property from use by others may not be effective for
various reasons, including the following:
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Our
pending patent applications may not be granted for various reasons,
including the existence of conflicting patents or defects in our
applications;
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The
patents we have been granted may be challenged, invalidated or
circumvented because of the pre-existence of similar patented or
unpatented intellectual property rights or for other
reasons;
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Parties
to the confidentiality and invention agreements may have such agreements
declared unenforceable or, even if the agreements are enforceable,
may
breach such agreements;
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The
costs associated with enforcing patents, confidentiality and invention
agreements or other intellectual property rights may make aggressive
enforcement cost prohibitive;
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Even
if we enforce our rights aggressively, injunctions, fines and other
penalties may be insufficient to deter violations of our intellectual
property rights; and
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Other
persons may independently develop proprietary information and techniques
that, although functionally equivalent or superior to our intellectual
proprietary information and techniques, do not breach our patented
or
unpatented proprietary
rights.
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Because
the value of our company and common shares is rooted primarily in our
proprietary intellectual property rights, our inability to protect our
proprietary intellectual property rights or gain a competitive advantage from
such rights could harm our ability to generate revenues and, as a result, our
business and operations.
In
addition, we may inadvertently be infringing on the proprietary rights of other
persons and may be required to obtain licenses to certain intellectual property
or other proprietary rights from third parties. Such licenses or proprietary
rights may not be made available under acceptable terms, if at all. If we do
not
obtain required licenses or proprietary rights, we could encounter delays in
product development or find that the development or sale of products requiring
such licenses is foreclosed.
Because
our products are generally components of end products, the viability of many
or
our products is tied to the success of third parties’ existing and potential end
products.
None
of
the existing or potential products being developed with our nanomaterials and
titanium dioxide pigment technology is designed for direct use by the ultimate
end user. Phrased differently, all of our products are components of other
products. For example, our lithium titanate spinel battery materials and
batteries are designed for use in end-user products such as electric vehicles,
hybrid electric vehicles and other potential products. Other potential products
and processes we and our partners are developing using our technology, such
as
titanium dioxide pigments, life science materials, air and water treatment
products, and coatings, are similarly expected to be components of third-party
products. As a result, the market for our products is dependent upon third
parties creating or expanding markets for their end-user products that utilize
our products. If such end-user products are not developed, or the market for
such end-user products contracts or collapses, the market for our component
products would be expected to similarly contract or collapse. This would limit
our ability to generate revenues and harm our business and
operations.
The
commercialization of many of our technologies is dependent upon the efforts
of
commercial partners and other third parties over which we have no or little
control.
We
do not
have the expertise or resources to commercialize all potential applications
of
our nanomaterials and titanium dioxide pigment technology. For example, we
do
not have the resources necessary to complete the testing of, and obtain FDA
approval for, Renazorb and other potential life sciences products or to
construct a commercial facility to use our titanium dioxide pigment production
technology. Other potential applications of our technology, such as those
related to our lithium titanate spinel battery materials, coating materials
and
dental materials, are likely to be developed in collaboration with third
parties, if at all. With respect to these and substantially all other
applications of our technology, the commercialization of a potential application
of our technology is dependent, in part, upon the expertise, resources and
efforts of our commercial partners. This presents certain risks, including
the
following:
4
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we
may not be able to enter into development, licensing, supply and
other
agreements with commercial partners with appropriate resources,
technology
and expertise on reasonable terms or at
all;
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our
commercial partners may not place the same priority on a project
as we do,
may fail to honor contractual commitments, may not have the level
of
resources, expertise, market strength or other characteristic necessary
for the success of the project, may dedicate only limited resources
and/or
may abandon a development project for reasons (such as a shift
in
corporate focus) unrelated to its
merits;
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our
commercial partners may terminate joint testing, development or
marketing
projects on the merits of the projects for various reasons, including
determinations that a project is not feasible, cost-effective or
likely to
lead to a marketable end product;
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at
various stages in the testing, development, marketing or production
process, we may have disputes with our commercial partners, which
may
inhibit development, lead to an abandonment of the project or have
other
negative consequences; and
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even
if the commercialization and marketing of jointly developed products
is
successful, our revenue share may be limited and may not exceed
our
associated development and operating
costs.
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As
a
result of the actions or omissions of our commercial partners, or our inability
to identify and enter into suitable arrangements with qualified commercial
partners, we may be unable to commercialize apparently viable products on a
timely and cost-effective basis, or at all. Our business is not dependent upon
a
single application of our technology; however, a failure to commercialize
several of our potential products would harm our business, operations and
financial condition.
If
we acquire or invest in other companies, assets or technologies and we are
not
able to integrate them with our business, or we do not realize the anticipated
financial and strategic goals for any of these transactions, our financial
performance may be impaired.
As part of our growth strategy, we routinely consider acquiring or making
investments in companies, assets or technologies that we believe are strategic
to our business. We do not have extensive experience in integrating new
businesses or technologies, and if we do succeed in acquiring or investing
in a
company or technology, we will be exposed to a number of risks, including:
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we
may find that the acquired company or technology does not further
our
business strategy, that we overpaid for the company or technology
or that
the economic conditions underlying our acquisition decision have
changed;
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we
may have difficulty integrating the assets, technologies, operations
or
personnel of an acquired company, or retaining the key personnel
of the
acquired company;
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our
ongoing business and management’s attention may be disrupted or diverted
by transition or integration issues and the complexity of managing
geographically or culturally diverse enterprises;
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we
may encounter difficulty entering and competing in new product
or
geographic markets or increased competition, including price competition
or intellectual property litigation; and
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we
may experience significant problems or liabilities associated with
product
quality, technology and legal contingencies relating to the acquired
business or technology, such as intellectual property or employment
matters.
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In
addition, from time to time we may enter into negotiations for acquisitions
or
investments that are not ultimately consummated. These negotiations could result
in significant diversion of management time, as well as substantial
out-of-pocket costs. If we were to proceed with one or more significant
acquisitions or investments in which the consideration included cash, we could
be required to use a substantial portion of our available cash, including any
proceeds from this offering. To the extent we issue shares of capital stock
or
other rights to purchase capital stock, including options and warrants, existing
stockholders might be diluted and earnings per share might decrease. In
addition, acquisitions and investments may result in the incurrence of debt,
large one-time write-offs, such as acquired in-process research and development
costs, and restructuring charges.
5
We
intend to expand our operations and increase our expenditures in an effort
to
grow our business. If we are unable to achieve or manage significant growth
and
expansion, or if our business does not grow as we expect, our operating results
may suffer.
During
the past year, we have significantly increased our research and development
expenditures in an attempt to accelerate the commercialization of certain
products, particularly our lithium titanate spinel battery materials and battery
systems. Our business plan anticipates continued additional expenditure on
development, manufacturing and other growth initiatives. We may not achieve
significant growth. If achieved, significant growth would place increased
demands on our management, accounting systems, network infrastructure and
systems of financial and internal controls. We may be unable to expand
associated resources and refine associated systems fast enough to keep pace
with
expansion, especially as we expand into multiple facilities at distant
locations. If we fail to ensure that our management, control and other systems
keep pace with growth, we may experience a decline in the effectiveness and
focus of our management team, problems with timely or accurate reporting, issues
with costs and quality controls and other problems associated with a failure
to
manage rapid growth, all of which would harm our results of operations.
Our
competitors have more resources than we do, which may give them a competitive
advantage.
We
have
limited financial, personnel and other resources and, because of our early
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
than 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 be able to exploit acquisition, development and joint venture
opportunities more rapidly, easily or thoroughly than we can. In addition,
potential customers may choose to do business with our more established
competitors, without regard to the comparative quality of our products, because
of their perception that our competitors are more stable, are more likely to
complete various projects, are more likely to continue as a going concern and
lend greater credibility to any joint venture.
We
will not generate substantial revenues from our life science products unless
proposed products receive FDA approval and achieve substantial market
penetration.
We
have
entered into development and license agreements with respect to RenaZorb, a
potential drug candidate for humans with kidney disease, and other life science
products, and expect to enter into additional licensing and/or supply agreements
in the future. Most of the potential life sciences applications of our
technologies are subject to regulation by the FDA and similar regulatory bodies.
In general, license agreements in the life sciences area call for milestone
payments as certain milestones related to the development of the products and
the obtaining of regulatory approval are met; however, the receipt by the
licensor of substantial recurring revenues is generally tied to the receipt
of
marketing approval from the FDA and the amount of revenue generated from the
sale of end products. There are substantial risks associated with licensing
arrangements, including the following:
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Further
testing of potential life science products using our technology
may
indicate that such products are less effective than existing products,
unsafe, have significant side effects or are otherwise not
viable;
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The
licensee may be unable to obtain FDA or other regulatory approval
for
technical, political or other reasons or, even if it obtains such
approval, may not obtain such approval on a timely basis; and
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End
products for which FDA approval is obtained, if any, may fail to
obtain
significant market share for various reasons, including questions
about
efficacy, need, safety and side effects or because of poor marketing
by
the licensee.
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If
any of
the foregoing risks, or other risks associated with our life science products
were to occur, we would not receive substantial, recurring revenue from our
life
science division, which would adversely affect our overall business, operations
and financial condition.
6
As
manufacturing becomes a larger part of our operations, we will become exposed
to
accompanying risks and liabilities.
We
have
not produced any pigments, nanoparticles or other products using our
nanomaterials and titanium dioxide pigment technology and equipment on a
sustained commercial basis. In-house or outsourced manufacturing is becoming
an
increasingly significant part of our business. If and as manufacturing becomes
a
larger part of our business, we will become increasingly subject to various
risks associated with the manufacturing and supply of products, including the
following:
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·
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If
we fail to supply products in accordance with contractual terms,
including
terms related to time of delivery and performance specifications,
we may
become liable for direct, special, consequential and other damages,
even
if manufacturing or delivery was
outsourced;
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·
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Raw
materials used in the manufacturing process, labor and other key
inputs
may become scarce and expensive, causing our costs to exceed cost
projections and associated
revenues;
|
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·
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Manufacturing
processes typically involve large machinery, fuels and chemicals,
any or
all of which may lead to accidents involving bodily harm, destruction
of
facilities and environmental contamination and associated liabilities;
and
|
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·
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We
may have, and may be required to, make representations as to our
right to
supply and/or license intellectual property and to our compliance
with
laws. Such representations are usually supported by indemnification
provisions, requiring us to defend our customers and otherwise
make them
whole if we license or supply products that infringe on third-party
technologies or violate government
regulations.
|
Any
failure to adequately manage risks associated with the manufacture and supply
of
materials and products could lead to losses (or small gross profits) from that
segment of our business and/or significant liabilities, which would adversely
affect our business, operations and financial condition.
We
have issued a $3,000,000 note to secure the purchase of the land and the
building where our nanomaterials and titanium dioxide pigment assets are
located, and if we default on the note, we will experience a significant
disruption in our business.
In
August
2002, we entered into a purchase and sale agreement with BHP Minerals
International Inc. to purchase the land, building and fixtures in Reno, Nevada
where our nanomaterials and titanium dioxide pigment assets are located. In
connection with this transaction, we issued to BHP a note in the amount of
$3,000,000, at an interest rate of 7%, secured by the property we acquired.
The
first payment of $600,000 of principal plus accrued interest was due and paid
February 8, 2006. Additional payments of $600,000 plus accrued interest are
due
annually on February 8, 2007 through 2010. If we fail to make the required
payments on the note, BHP has the right to foreclose and take the property.
If
this should occur, we would be required to relocate our primary operating assets
and offices, causing a significant disruption in our business.
We
may not be able to raise sufficient capital to meet future obligations.
As
of
June 30, 2006, we had approximately $14.4 million in cash, cash equivalents
and
short-term investments. In the last few quarters, our recurring expenses have
increased significantly, and we have made significant capital commitments
related to our business development plan. As we take additional steps to enhance
our commercialization and marketing efforts, or respond to acquisition
opportunities or potential adverse events, our use of working capital may
increase significantly. In any such event, we will need to raise additional
capital in order to sustain our ongoing operations, continue unfinished testing
and additional development work and, if certain of our products are
commercialized, construct and operate facilities for the production of those
products.
We
may
not be able to 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:
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·
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market
factors affecting the availability and cost of capital
generally;
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·
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the
price, volatility and trading volume of our common
shares;
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·
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our
financial results, particularly the amount of revenue we are generating
from operations;
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7
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·
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the
amount of our capital needs;
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·
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the
market’s perception of nanotechnology and/or chemical
stocks;
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the
economics of projects being pursued;
and
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the
market’s perception of our ability to execute our business plan and any
specific projects identified as uses of
proceeds;
|
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.
Our
past and future operations may lead to substantial environmental
liability.
Virtually
any prior or future use of our nanomaterials and titanium dioxide pigment
technology is subject to federal, state and local environmental laws. In
addition, we are in the process of reclaiming mineral property that we leased
in
Tennessee. Under applicable environmental 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. If we incur any significant
environmental liabilities, our ability to execute our business plan and our
financial condition would be harmed.
Certain
of our experts and directors reside in Canada and may be able to avoid civil
liability.
We
are a
Canadian corporation, and three 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 U.S. securities laws. It is uncertain whether Canadian courts
would (i) enforce judgments of U.S. courts obtained against us or such
directors, officers or experts predicated upon the civil liability provisions
of
U.S. securities laws or (ii) impose liability in original actions against us
or
our directors, officers or experts predicated upon U.S. securities
laws.
We
are dependent on key personnel.
Our
continued success will depend to a significant extent on the services of Dr.
Alan J. Gotcher, our Chief Executive Officer and President, Edward Dickinson,
our Chief Financial Officer, Dr. Bruce Sabacky, our Chief Technology Officer,
Douglas Ellsworth and Roy Graham, our Senior Vice Presidents. We have key man
insurance on the lives of Dr. Gotcher and Dr. Sabacky. We do not have agreements
requiring any of our key personnel to remain with our company. The loss or
unavailability of any or all of these individuals would harm our ability to
execute our business plan, maintain important business relationships and
complete certain product development initiatives, which would harm our
business.
We
may issue substantial amounts of additional shares without stockholder
approval.
Our
articles of incorporation authorize the issuance of an unlimited number of
common shares that may be issued without any action or approval by our
stockholders. In addition, we have various stock option plans that have
potential for diluting the ownership interests of our stockholders. The issuance
of any additional common shares would further dilute the percentage ownership
of
our company held by existing stockholders.
The
market price of our common shares is highly volatile and may increase or
decrease dramatically at any time.
The
market price of our common shares may be highly volatile. Our stock price may
change dramatically as the result of announcements of product developments,
new
products or innovations by us or our competitors, uncertainty regarding the
viability of the nanomaterials and titanium dioxide pigment technology or any
of
our product initiatives, significant customer contracts, significant litigation
or other factors or events that would be expected to affect our business,
financial condition, results of operations and future prospects. In addition,
the market price for our common shares may be affected by various factors not
directly related to our business or future prospects, including the following:
8
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·
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Intentional
manipulation of our stock price by existing or future shareholders
or a
reaction by investors to trends in our stock rather than the fundamentals
of our business;
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·
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A
single acquisition or disposition, or several related acquisitions
or
dispositions, of a large number of our shares, including by short
sellers
covering their position;
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·
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The
interest of the market in our business sector, without regard to
our
financial condition, results of operations or business
prospects;
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Positive
or negative statements or projections about our company or our
industry,
by analysts, stock gurus and other
persons;
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The
adoption of governmental regulations or government grant programs
and
similar developments in the United States or abroad that may enhance
or
detract from our ability to offer our products and services or
affect our
cost structure; and
|
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·
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Economic
and other external market factors, such as a general decline in
market
prices due to poor economic indicators or investor
distrust.
|
We
have never declared a cash dividend and do not intend to declare a cash dividend
in the foreseeable future.
We
have
never declared or paid cash 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.
We
are subject to various regulatory regimes, and may be adversely affected by
inquiries, investigations and allegations that we have not complied with
governing rules and laws.
In
light
of our status as a public company and our lines of business, we are subject
to a
variety of laws and regulatory regimes in addition to those applicable to all
businesses generally. For example, we are subject to the reporting
requirements applicable to Canadian and United States reporting issuers, such
as
the Sarbanes-Oxley Act of 2002, the rules of the Nasdaq Capital Market and
certain state and provincial securities laws. We are also subject to state
and
federal environmental, health and safety laws, and rules governing department
of
defense contracts. Such laws and rules change frequently and are often
complex. In connection with such laws, we are subject to periodic audits,
inquiries and investigations. Any such audits, inquiries and
investigations may divert considerable financial and human resources and
adversely affect the execution of our business plan.
For
example, on March 30, 2005, we received a letter of inquiry from the SEC
requesting information relating to a press release we issued on February 10,
2005, in which we announced developments in a rechargeable battery technology
that incorporates our lithium titanate battery materials. After providing the
requested information, we received a follow up letter of inquiry dated August
2,
2005 requesting additional information related to our battery programs, emails
of certain affiliates, certain transactions and recent earnings calls. We
provided the information to the SEC in a series of letters sent during September
and October 2005. We have not been contacted by the SEC since providing all
requested information in October 2005 or been notified of any ongoing activity
or pending proceeding. The absence of any additional letters of inquiry related
to the matter for this period suggests to us that the SEC’s inquiry may be
completed; however, we have received no notice from the SEC with respect to
the
status of the inquiry and are uncertain as to its status. Based upon advice
of
counsel that the SEC frequently does not apprise a company whether an inquiry
has been terminated or is ongoing, we expect to remain uncertain in the
foreseeable future. Our response to the SEC inquiry diverted considerable
financial and human resources, which harmed our ability to execute our business
plan for a time, and leaves a level of uncertainty going forward. This may
harm
our ability to enter into business relationships, recruit qualified officers
and
employees and raise capital.
Through
such audits, inquiries and investigations, we or a regulator may determine
that
we are out of compliance with one or more governing rules or laws.
Remedying such non-compliance diverts additional financial and human
resources. In addition, in the future, we may be subject to a formal
charge or determination that we have materially violated a governing law, rule
or regulation. Any charge, and particularly any determination, that we had
materially violated a governing law would harm our ability to enter into
business relationships, recruit qualified officers and employees and raise
capital.
9
FORWARD-LOOKING
STATEMENTS
This
prospectus contains and incorporates by reference certain forward-looking
statements regarding our anticipated financial condition, results of operations
and businesses in the future, including management’s beliefs, projections and
assumptions concerning future results and events. These forward-looking
statements generally are in the future tense and may, but do not necessarily,
include words such as “believes,” “expects,” “anticipates,” “intends,” “plans,”
“estimates,” “may,” “will,” “should,” “could,” “predicts,” “potential,”
“continue” or similar expressions. Forward-looking statements are not
guarantees. They involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Our future results
may
differ materially from those expressed in these forward-looking statements.
Some
of the factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements include, but are not limited
to,
those identified under “Risk Factors” above and in the annual and quarterly
reports we file with the SEC:
Given
these risks and uncertainties, you are cautioned not to place undue reliance
on
any forward-looking statements, which speak only as of the date of the document
in which they are contained. We do not undertake any obligation to update any
forward-looking statement or to publicly announce any revision of any
forward-looking statement to reflect the occurrence of any future developments
or events.
USE
OF PROCEEDS
Unless
the applicable prospectus supplement states otherwise, the net proceeds from
the
securities sold by us will be added to our general corporate funds and be used
for working capital and general corporate purposes. Until the net proceeds
have
been used, they will be invested in short-term marketable securities in
accordance with our investment policy. If we elect at the time of the issuance
of the securities to make different or more specific use of proceeds other
than
as described in this prospectus, the change in use of proceeds will be described
in the applicable prospectus supplement.
When
we issue a particular series of securities, we will describe in the applicable
prospectus supplement the intended use of proceeds from the sale of those
securities.
THE
SECURITIES WE MAY OFFER
We
may use this prospectus to offer common shares, warrants to purchase common
shares and units of common shares and warrants in any combination.
The following briefly summarizes the general terms and provisions of the
securities that we may offer. A prospectus supplement will describe the specific
types, amounts, prices and detailed terms of any of these offered securities.
You should read the particular terms of the securities as described in any
prospectus supplement, together with the provisions of our articles of
continuance, bylaws and any relevant instrument and agreement relating to such
securities. The specific terms of the securities offered may differ from the
terms discussed below and you should always read the entire instruments and
agreements defining the terms of the securities before you make an investment
decision with respect to such securities.
Description
of Common Shares
We
are
authorized to issue an unlimited number of common shares, which do not have
par
value. As of August 21, 2006, there were 59,588,061 common shares issued and
outstanding and held by approximately 440 registered holders. Holders of common
shares are entitled to one vote per share on all matters to be voted on by
our
shareholders. There is no cumulative voting with respect to the election of
directors. The holders of common shares are entitled to receive dividends,
if
any, as may be declared from time to time by our Board of Directors in its
discretion from funds legally available therefor. Upon liquidation, dissolution
or winding up of the company, the holders of common shares are entitled to
receive ratably any assets available for distribution to shareholders. The
common shares have no preemptive or other subscription rights, and there are
no
conversion rights or redemption or sinking fund provisions with respect to
such
shares. All of the outstanding common shares are fully paid and
nonassessable.
10
As
of
August 21, 2006, we issued and outstanding options to acquire 3,495,719 common
shares issued pursuant to our stock incentive plans, had issued and outstanding
warrants to purchase 960,222 common shares issued in various series and had
1,637,232 shares reserved for future issuance under our stock incentive
plans.
Change
of Control Provisions Applicable to Our Common Shares
Neither
our articles of continuance nor our bylaws contain any provision that would
delay, defer or prevent a change in control of the company. We have, however,
adopted a Shareholders Rights Plan Agreement dated November 27, 1998, amended
and restated by the Amended and Restated Shareholder Rights Plan Agreement
dated
October 15, 1999 with Equity Transfer Services, Inc., as the Rights
Agent.
Pursuant
to the Rights Agreement, on November 27, 1998, which is the record date, our
Board of Directors authorized and declared a distribution of one right with
respect to each common share issued and outstanding as of the record date and
each common share issued thereafter prior to the expiration time (as defined
below). The rights are subject to the terms and conditions of the Rights
Agreement, a copy of which is attached as an Exhibit 10.1 to the Current Report
on Form 8-K filed with the SEC on November 18, 1999. A copy of the Rights
Agreement is also available upon written request to us. Because it is a summary,
the following description of the rights and the Rights Agreement necessarily
omits certain terms, exceptions, or qualifications to the affirmative statements
made therein. The reader is advised to review the entire Rights Agreement prior
to making any investment decision.
Certain
Key Terms of the Rights Prior to Flip-In Date.
Prior
to
the date a transaction or event occurs by which a person, called an acquiring
person, becomes the owner of 15% or more of the outstanding common shares and
other shares entitled to vote for the election of directors, which event is
a
Flip-in Event, each right entitles the holder thereof to purchase one-half
common share for the price of $20 (which exercise price and number are subject
to adjustment as set forth in the Rights Agreement). Notwithstanding the
foregoing, no Right shall be exercisable prior to the commencement date. The
commencement date is the close of business on the eighth business day after
the
earlier of (a) the date of a public announcement or disclosure by the company
or
an acquiring person of facts indicating that a person has become an acquiring
person, or (b) the date of commencement of, or first public announcement of,
the
intent of any person to commence a bid for a number of voting shares that would
give the bidder beneficial ownership of 15% of more of the issued and
outstanding voting shares, referred to as a Take-over Bid.
Certain
Key Terms of the Rights Following Flip-In Date.
Section
3.1 of the Rights Agreement includes a provision, referred to as a conversion
provisions, which provides that, subject to certain exceptions, upon the
occurrence of a Flip-in Event, each right shall be a adjusted so as to
constitute a right to purchase from us for the $20, as adjusted, a number of
common shares having an aggregate market price of four times $20 (as adjusted).
The market price is determined by averaging the closing price of the common
shares on the primary exchange for the common shares for the 20 trading days
preceding the date of determination. In addition, upon the occurrence of any
Flip-in Event (which is not subsequently deemed not to have occurred under
the
Rights Agreement), any rights owned by the acquiring person, its affiliates,
or
certain assignees become null and void. Any rights certificate subsequently
issued upon transfer, exchange, replacement, adjustment, or otherwise with
respect to common shares owned by any of the foregoing persons shall bear a
legend indicating the extent to which such rights are void. Rights held by
us or
our subsidiaries are also void.
Exceptions,
Redemption and Waiver.
The
definitions of Flip-in Event and certain related terms are subject to
exceptions, certain of which are summarized below. Nevertheless, to understand
each such exception and how they may interrelate, the reader is advised to
review the Rights Agreement. Despite a person's acquisition of 15% or more
of
our voting shares, a Flip-in Event shall be deemed not to have occurred or
shall
have no effect if:
| (1) |
the
acquiring person is the company or an entity controlled by the
company;
|
| (2) |
the
acquiring person is an underwriter who becomes the beneficial owner
of 15%
or more voting shares in connection with a distribution of securities
pursuant to an underwriting agreement with
us;
|
11
| (3) |
the
transaction by which the person becomes an acquiring person is a
voting
share reduction, which is an acquisition or redemption of voting
shares by
us which, by reducing the number of outstanding common shares, has
the
incidental effect of increasing the acquiring person's ownership
percentage;
|
| (4) |
the
transaction by which the person becomes an acquiring person is an
acquisition with respect to which our Board of Directors has waived
the
conversion provision because:
|
(a)
our
Board of Directors has determined prior to the commencement date that a person
became an acquiring person by inadvertence and, within 10 days of such
determination, such person has reduced its beneficial ownership of common shares
so as not to be an acquiring person;
(b)
our
Board of Directors acting in good faith has determined, prior to the occurrence
of a Flip-in Event, to waive application of the conversion provision, referred
to as a discretionary waiver;
(c)
our
Board of Directors determines within a specified time period to waive
application of the conversion provision to a Flip-in Event, provided that the
acquiring person has reduced, or agreed to reduce, its beneficial ownership
of
voting shares to less than 15% of the outstanding issue of voting shares,
referred to as a waiver following withdrawal.
| (5) |
the
acquisition by which the person becomes an acquiring person is an
acquisition pursuant to (a) a dividend reinvestment plan or share
purchase
plan made available to all holders of voting shares; (b) a stock
dividend,
stock split or similar event pursuant to which the acquiring person
receives common shares on pro rata basis with all members of the
same
class or series; (c) the acquisition or exercise of rights to purchase
voting shares distributed to all holders of voting shares; (d) a
distribution of voting shares or securities convertible into voting
shares
offered pursuant to a prospectus or by way of a private placement,
provided the acquiring person does not thereby acquire a greater
percentage of the voting shares or convertible securities offered
than the
person's percentage of voting shares beneficially owned immediately
prior
to such acquisition.
|
In
addition, (i) when a Take-over Bid is withdrawn or otherwise terminated after
the commencement date has occurred, but prior to the occurrence of a Flip-in
Date, or (ii) if the Board of the Directors grants a waiver following
withdrawal, our Board of Directors may elect to redeem all outstanding rights
at
the price of Cdn. $.0000001 per right (as adjusted). Upon the rights being
redeemed pursuant to the foregoing provision, all provisions of the Rights
Agreement shall continue to apply as if the commencement date had not occurred,
and we shall be deemed to have issued replacement rights to the holders of
its
then outstanding common shares.
In
addition, our Board of Directors may, at any time prior to the first date of
public announcement or disclosure by us or an acquiring person of facts
indicating that a person has become an acquiring person, or announcement date,
elect to redeem all, but not less than all, of the then outstanding rights
at
the $.0000001 per share (as adjusted). Moreover, in the event a person acquires
voting shares pursuant to a discretionary waiver, our Board of Directors shall
be deemed to have elected to redeem the rights at $.0000002 per share (as
adjusted). Within 10 days after our Board of Directors elects, or is deemed
to
have elected, to redeem the rights, our Board of Directors shall give notice
of
redemption to the holders of the then outstanding rights and, in such notice,
described the method of payment by which the redemption price will be paid.
The
rights of any person under the Rights Agreement or any right, except rights
to
receive cash or other property that have already accrued, shall terminate at
the
expiration time, which is the date of a discretionary redemption or a deemed
redemption described in this paragraph.
Exercise
of the Rights.
The rights shall not be exercisable prior to the commencement date. Until the
commencement date, each right shall be evidenced by the certificate for the
associated common share and will be transferable only together with, and will
be
transferred by the transfer of, its associated common share. New common share
certificates issued after the effective date of the Rights Agreement will
contain a legend incorporating the Rights Agreement by reference. Certificates
issued and outstanding at the effective date of the Rights Agreement shall
evidence one right for each common share evidenced thereby, notwithstanding
the
absence of a legend incorporating the Rights Agreement, until the earlier of
the
commencement date or the expiration time. Each common share issued for new
value
after the effective date of the Rights Agreement, but prior to the expiration
time, shall automatically have one new right associated with it and shall bear
the appropriate legend.
12
From and after the commencement date, the rights may be exercised, and the
registration and transfer of the rights shall be separate from and independent
of the common shares. Following the commencement date, we shall mail to each
holder of common shares as of the commencement date, or such holder's nominee,
a
rights certificate representing the number of rights held by such holder at
the
commencement date and a disclosure statement describing the rights.
Rights may be exercised in whole or in part on any business day after the
commencement date and prior to the expiration time by submitting to the rights
certificate, an election to exercise, and payment of the sum equal to $.0000001
per share (as adjusted) multiplied by the number of rights being exercised.
Upon
receipt of such materials, the Rights Agent will promptly deliver certificates
representing the appropriate number of common shares to the registered holder
of
the relevant rights certificate and, if not all rights were exercised, issue
a
new rights certificate evidencing the remaining unexercised rights.
The foregoing descriptions do not purport to be complete and are qualified
by
reference to the definitive Rights Agreement.
Description
of Warrants
We
may issue warrants to purchase common shares. We may issue warrants
independently or together with the common shares offered, and the warrants
may
be attached to or separate from these securities. We may issue warrants in
such
amounts or in as many distinct series as we wish. The warrants will be issued
under warrant agreements to be entered into between us and a warrant agent
as
detailed in the prospectus supplement relating to the warrants being
offered.
Specific
Terms of the Warrants
The
applicable prospectus supplement will describe the following terms, where
applicable, of the warrants in respect of which this prospectus is being
delivered:
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the
title of the warrants;
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the
aggregate number of the warrants;
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the
price or prices at which the warrants will be
issued;
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the
designation, amount, and terms of the common shares purchasable
upon
exercise of the warrants;
|
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·
|
if
applicable, the date on and after which the warrants and the common
shares
purchasable upon exercise of the warrants will be separately
transferable;
|
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·
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the
price or prices at which the common shares purchasable upon exercise
of
the warrants may be purchased;
|
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·
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the
date on which the right to exercise the warrants shall commence
and the
date on which the right shall
expire;
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the
minimum or maximum amount of the warrants which may be exercised
at any
one time;
|
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information
with respect to book-entry procedures, if
any;
|
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·
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in
the case of warrants to purchase our common shares, any provisions
for
adjustment of the number or amount of shares of our common shares
receivable upon exercise of the warrants or the exercise price
of the
warrants;
|
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·
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a
discussion of any federal income tax considerations;
and
|
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·
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any
other material terms of the warrants, including terms, procedures,
and
limitations relating to the exchange and exercise of the
warrants.
|
13
Exercise
of Warrants
Each
warrant will entitle the holder of the warrant to purchase the common shares
at
the exercise price as shall be set forth in or be determinable as set forth
in,
the prospectus supplement relating to the warrants. Warrants may be exercised
at
any time up to the close of business on the expiration date set forth in the
applicable prospectus supplement. After the close of business on the expiration
date, unexercised warrants will become void.
Upon
receipt of payment and the warrant certificate properly completed and duly
executed at the office indicated in the prospectus supplement, we will, as
soon
as practicable, forward the securities purchased upon such exercise. If less
than all of the warrants represented by a warrant certificate are exercised,
a
new warrant certificate will be issued for the remaining warrants.
Prior
to the exercise of any warrants, holders of the warrants will not have any
of
the rights of holders of the securities purchasable upon exercise, including
the
right to vote or to receive any payments of dividends on the preferred or common
shares purchasable upon exercise.
Certificates
for warrants to purchase securities will be exchangeable for new warrant
certificates of different denominations.
Description
of Units
The
following description, together with the additional information we may include
in any applicable prospectus supplement, summarizes the material terms and
provisions of the units that we may offer under this prospectus. While the
terms
we have summarized
below
will apply generally to any units that we may offer under this prospectus,
we
will describe the particular terms of any series of units in more detail in
the
applicable prospectus supplement. The terms of any units offered under a
prospectus supplement may differ from the terms described below.
We
will
file as exhibits to the registration statement of which this prospectus is
a
part, or will incorporate by reference from a current report on Form 8-K that
we
file with the SEC, the form of unit agreement that describes the terms
of the
series of units we are offering, and any supplemental agreements, before the
issuance of the related series of units. The following summaries of material
terms and provisions of the units are subject to, and qualified in their
entirety by reference to, all the provisions of the unit agreement and any
supplemental agreements applicable to a particular series of units. We urge
you
to read the applicable prospectus supplements related to the particular series
of units that we sell under this prospectus, as well as the complete unit
agreement and any supplemental agreements that contain the terms of the units.
General
We
may
issue units comprised of one or more common shares and warrants in any
combination. Each unit will be issued so that the holder of the unit is also
the
holder of each security included in the unit. Thus, the holder of a unit will
have the rights and obligations of a holder of each included security. The
unit
agreement under which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately, at any time or at any
time before a specified date.
We
will
describe in the applicable prospectus supplement the terms of the series of
units, including:
|
·
|
the
designation and terms of the units and of the securities comprising
the
units, including whether and under what circumstances
those securities may be held or transferred separately;
|
|
·
|
any
provisions of the governing unit agreement that differ from those
described below; and
|
|
·
|
any
provisions for the issuance, payment, settlement, transfer or exchange
of
the units or of the securities comprising the units.
|
The
provisions described in this section, as well as those described under
“Description of Common Shares” and “Description of Warrants” will apply to each
unit and to any common shares or warrants included in each unit, respectively.
14
Issuance
in Series
We
may
issue units in such amounts and in such numerous distinct series as we
determine.
Enforceability
of Rights by Holders of Units
Each
unit
agent will act solely as our agent under the applicable unit agreement and
will
not assume any obligation or relationship of agency or trust with any holder
of
any unit. A single bank or trust company may act as unit agent for more than
one
series of units. A unit agent will have no duty or responsibility in case of
any
default by us under the applicable unit agreement or unit, including any duty
or
responsibility to initiate any proceedings at law or otherwise, or to make
any
demand upon us. Any holder of a unit may, without the consent of the related
unit agent or the holder of any other unit, enforce by appropriate legal action
its rights as holder under any security included in the unit.
Title
We,
the
unit agents and any of their agents may treat the registered holder of any
unit
certificate as an absolute owner of the units evidenced by that certificate
for
any purpose and as the person entitled to exercise the rights attaching to
the
units so requested, despite any notice to the contrary.
PLAN
OF DISTRIBUTION
We
may sell the securities offered under this prospectus:
|
·
|
through
underwriters;
|
|
·
|
through
dealers;
|
|
·
|
through
agents; or
|
|
·
|
directly
to purchasers.
|
Each
prospectus supplement relating to an offering of securities will state the
terms
of the offering, including:
|
·
|
the
names of any underwriters, dealers, or
agents;
|
|
·
|
the
public offering or purchase price of the offered securities and
the net
proceeds that we will receive from the
sale;
|
|
·
|
any
underwriting discounts and commissions or other items constituting
underwriters’ compensation;
|
|
·
|
any
discounts, commissions, or fees allowed or paid to dealers or agents;
and
|
|
·
|
any
securities exchange or market on which the offered securities may
be
listed.
|
Distribution
Through Underwriters
We
may offer and sell securities from time to time to one or more underwriters
who
would purchase the securities as principal for resale to the public, either
on a
firm commitment or best efforts basis. If we sell securities to underwriters,
we
will execute an underwriting agreement with the underwriters at the time of
the
sale and will name them in the applicable prospectus supplement. In connection
with these sales, the underwriters may be deemed to have received compensation
from us in the form of underwriting discounts and commissions. The underwriters
also may receive commissions from purchasers of securities for whom they may
act
as agent. Unless we specify otherwise in the applicable prospectus supplement,
the underwriters will not be obligated to purchase the securities unless the
conditions set forth in the underwriting agreement are satisfied, and if the
underwriters purchase any of the securities, they will be required to purchase
all of the offered securities. The underwriters may acquire the securities
for
their own account and may resell the securities from time to time in one or
more
transactions, including negotiated transactions, at a fixed public offering
price or varying prices determined at the time of sale. The underwriters may
sell the offered securities to or through dealers, and those dealers may receive
discounts, concessions, or commissions from the underwriters as well as from
the
purchasers for whom they may act as agent. Any initial public offering price
and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
15
Distribution
Through Dealers
We
may offer and sell securities from time to time to one or more dealers who
would
purchase the securities as principal. The dealers then may resell the offered
securities to the public at fixed or varying prices to be determined by those
dealers at the time of resale. We will set forth the names of the dealers and
the terms of the transaction in the applicable prospectus
supplement.
Distribution
Through Agents
We
may offer and sell securities on a continuous basis through agents that become
parties to an underwriting or distribution agreement. We will name any
agent involved in the offer and sale and describe any commissions payable by
us
in the applicable prospectus supplement. Unless we specify otherwise in the
applicable prospectus supplement, the agent will be acting on a best efforts
basis during the appointment period.
Direct
Sales
We
may sell directly to, and solicit offers from, institutional investors or others
who may be deemed to be underwriters, as defined in the Securities Act of 1933
for any resale of the securities. We will describe the terms of any sales of
this kind in the applicable prospectus supplement.
General
Information
Underwriters,
dealers, or agents participating in an offering of securities may be deemed
to
be underwriters, and any discounts and commissions received by them and any
profit realized by them on resale of the offered securities for whom they act
as
agent, may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933.
We
may sell securities at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices relating to the prevailing
market prices or at negotiated prices. The distribution of the securities may
be
effected from time to time in one or more transactions, by means of one or
more
of the following transactions, which may include:
|
·
|
block
trades;
|
|
·
|
at-the-market
offerings;
|
|
·
|
negotiated
transactions;
|
|
·
|
put
or call option transactions relating to the
securities;
|
|
·
|
under
delayed delivery contracts or other contractual commitments;
|
|
·
|
a
combination of such methods of sale;
and
|
|
·
|
any
other method permitted pursuant to applicable law.
|
Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
16
In
connection with an underwritten offering of securities, the underwriters may
engage in over-allotment, stabilizing transactions, and syndicate covering
transactions in accordance with Regulation M under the Exchange Act.
Over-allotment involves sales in excess of the offering size, which creates
a
short position for the underwriters. The underwriters may enter bids for, and
purchase, securities in the open market in order to stabilize the price of
the
securities. Syndicate covering transactions involve purchases of the securities
in the open market after the distribution has been completed in order to cover
short positions. In addition, the underwriting syndicate may reclaim selling
concessions allowed to an underwriter or a dealer for distributing the
securities in the offering if the syndicate repurchases previously distributed
securities in transactions to cover syndicate short positions, in stabilization
transactions, or otherwise. These activities may cause the price of the
securities to be higher than it would otherwise be. Those activities, if
commenced, may be discontinued at any time.
Ordinarily,
each issue of securities will be a new issue, and there will be no established
trading market for any security other than our common shares prior to its
original issue date. We may not list any particular series of securities on
a
securities exchange or quotation system. Any underwriters to whom or agents
through whom the offered securities are sold for offering and sale may make
a
market in the offered securities. However, any underwriters or agents that
make
a market will not be obligated to do so and may stop doing so at any time
without notice. We cannot assure you that there will be a liquid trading market
for the offered securities.
Under
agreements entered into with us, underwriters and agents may be entitled to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act, or to contribution for payments the underwriters
or
agents may be required to make.
Although
we expect that delivery of securities generally will be made against payment
on
or about the third business day following the date of any contract for sale,
we
may specify a longer settlement cycle in the applicable prospectus supplement.
Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally
are required to settle in three business days, unless the parties to a trade
expressly agree otherwise. Accordingly, if we have specified a longer settlement
cycle in the applicable prospectus supplement for an offering of securities,
purchasers who wish to trade those securities on the date of the contract for
sale, or on one or more of the next succeeding business days as we will specify
in the applicable prospectus supplement, will be required, by virtue of the
fact
that those securities will settle in more than T+3, to specify an alternative
settlement cycle at the time of the trade to prevent a failed settlement and
should consult their own advisors in connection with that election.
INCORPORATION
OF CERTAIN INFORMATION 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 of which
it is
a part or the exhibits to the registration statement. The SEC permits us to
incorporate by reference, into this prospectus, information filed separately
with the SEC.
This
prospectus incorporates by reference the documents set forth below that we
previously have filed with the SEC pursuant to the Securities Exchange Act
of
1934 (file no. 001-12497). These documents contain important information about
us and our financial condition.
|
·
|
Our
Current Report on Form 8-K filed with the SEC on February 21,
2006.
|
|
·
|
Our
Current Report on Form 8-K filed with the SEC on February 24,
2006.
|
|
·
|
Our
Annual Report on Form 10-K for the year ended December 31, 2005,
filed
with the SEC on March 16, 2006.
|
|
·
|
Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2006,
filed
with the SEC on May 10, 2006.
|
|
·
|
Our
Current Report on Form 8-K filed on June 7, 2006.
|
|
·
|
Our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2006
filed
with the SEC on August 8, 2006.
|
|
·
|
The
description of our common shares contained in our Registration Statement
on Form 10-SB, SEC File No. 1-12497 filed with the SEC pursuant to
the
Securities Exchange Act of 1934, including any amendment or report
filed
under the Securities Exchange Act of 1934 for the purpose of updating
such
description.
|
17
All
documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this registration statement, and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.
Upon
written or oral request, we will provide without charge to each person to whom
a
copy of this prospectus is delivered, including any beneficial owner, a copy
of
the information that has been or may be incorporated by reference in this
prospectus. Direct any request for copies to Ed Dickinson, Chief Financial
Officer, at our corporate headquarters, located at 204 Edison Way, Reno, NV
89502 (telephone
number (775) 858-3750).
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, information statements and other
information with the SEC. You may read and copy any reports, statements or
other
information that we file at the SEC’s public reference rooms at 100 F Street,
N.E., Washington, D.C. 20549. You may also obtain copies of this information
by
mail from the Public Reference Section of the SEC, 100 F Street, N.E.,
Washington, DC 20549 at prescribed rates. Please call the SEC at 1
(800) SEC-0330 for further information on the public reference rooms. The
SEC also maintains a web site at http://www.sec.gov, at which reports, proxy
and
information statements and other information regarding our company are
available.
Unless
otherwise indicated in the applicable prospectus supplement, the validity of
the
offered securities of us will be passed upon for us by Goodman & Carr, LLP.
Additional legal matters may be passed on for us, or any underwriters, dealers
or agents, by counsel that we will name in the applicable prospectus
supplement.
EXPERTS
The consolidated
financial statements for periods ended December 31, 2005 incorporated in this
prospectus by reference from our Annual Report on Form 10-K for the year ended
December 31, 2005 have been audited by Perry-Smith LLP, independent registered
public accounting firm, as set forth in its report thereon, included therein,
and incorporated herein by reference. Perry-Smith
LLP issued an attestation report on management’s assessment of internal control
over financial reporting contained in our Annual Report on Form 10-K for the
year ended December 31, 2005. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.
The
consolidated financial statements as of December 31, 2004 and for two years
ended December 31, 2004 incorporated in this prospectus by reference from
the
Company's Annual Report on Form 10-K for the year ended December 31, 2005
have
been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their report, 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.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the registrant, we
have
been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
18
PART
II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
Other Expenses of Issuance and Distribution.
The
registrant will bear all expenses of this offering. The estimated expenses,
other than underwriting or broker-dealer fees, discounts, and commissions,
in
connection with the offering are as follows:
|
|
Amount
|
|||
|
SEC
registration fee
|
$
|
5,350
|
||
|
Accounting
fees and expenses*
|
20,000
|
|||
|
Legal
fees and expenses*
|
40,000
|
|||
|
Printing
expenses*
|
10,000
|
|||
|
Blue
sky fees and expenses*
|
5,000
|
|||
|
Transfer
agent fees and expenses*
|
1,000
|
|||
|
Miscellaneous
expenses*
|
8,650
|
|||
|
|
|
|||
|
Total
|
$
|
90,000
|
||
*Estimated
Item 15.
Indemnification of Directors and Officers.
Our
Bylaws
The
Registrant’s Bylaws provide that, to the maximum extent permitted by law, the
Registrant shall indemnify a director or officer of the Registrant, a former
director or officer of the Registrant, or another individual who acts or acted
at the Registrant’s request as a director or officer, or an individual acting in
a similar capacity, of another entity, against all costs, charges and expenses,
including any amount paid to settle an action or satisfy a judgment, reasonably
incurred by the individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved because
of
that association with the Registrant or other entity. In addition, the
Registrants Bylaws require the Registrant to advance monies to an indemnifiable
officer, director or similar person in connection with threatened or pending
litigation.
The
Canada Business Corporations Act
Section
124 of the Canada Business Corporations Act provides as follows with respect
to
the indemnification of directors and officers:
(1)
A
corporation may indemnify a director or officer of the corporation, a former
director or officer of the corporation or another individual who acts or acted
at the corporation's request as a director or officer, or an individual acting
in a similar capacity, of another entity, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by the individual in respect of any civil, criminal,
administrative, investigative or other proceeding in which the individual is
involved because of that association with the corporation or other
entity.
(2)
A
corporation may advance moneys to a director, officer or other individual for
the costs, charges and expenses of a proceeding referred to in subsection (1).
The individual shall repay the moneys if the individual does not fulfill the
conditions of subsection (3).
(3)
A
corporation may not indemnify an individual under subsection (1) unless the
individual
II-1
(a)
acted
honestly and in good faith with a view to the best interests of the corporation,
or, as the case may be, to the best interests of the other entity for which
the
individual acted as director or officer or in a similar capacity at the
corporation's request; and
(b)
in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, the individual had reasonable grounds for believing
that
the individual’s conduct was lawful.
(4)
A
corporation may with the approval of a court, indemnify an individual referred
to in subsection (1), or advance moneys under subsection (2), in respect of
an
action by or on behalf of the corporation or other entity to procure a judgment
in its favor, to which the individual is made a party because of the
individual's association with the corporation or other entity as described
in
subsection (1) against all costs, charges and expenses reasonably incurred
by
the individual in connection with such action, if the individual fulfills the
conditions set out in subsection (3).
(5)
Despite subsection (1), an individual referred to in that subsection is entitled
to indemnity from the corporation in respect of all costs, charges and expenses
reasonably incurred by the individual in connection with the defense of any
civil, criminal, administrative, investigative or other proceeding to which
the
individual is subject because of the individual's association with the
corporation or other entity as described in subsection (1), if the individual
seeking indemnity
(a)
was
not judged by the court or other competent authority to have committed any
fault
or omitted to do anything that the individual ought to have done;
and
(b)
fulfills the conditions set out in subsection (3).
(6)
A
corporation may purchase and maintain insurance for the benefit of an individual
referred to in subsection (1) against any liability incurred by the individual
(a)
in
the individual's capacity as a director or officer of the corporation; or
(b)
in
the individual's capacity as a director or officer, or similar capacity, of
another entity, if the individual acts or acted in that capacity at the
corporation's request.
(7)
A
corporation, an individual or an entity referred to in subsection (1) may apply
to a court for an order approving an indemnity under this section and the court
may so order and make any further order that it sees fit.
(8)
An
applicant under subsection (7) shall give the Director notice of the application
and the Director is entitled to appear and be heard in person or by
counsel.
(9)
On an
application under subsection (7) the court may order notice to be given to
any
interested person and the person is entitled to appear and be heard in person
or
by counsel.
Other
Indemnification Information
Indemnification
may be granted pursuant to any other agreement, bylaw, or vote of shareholders
or directors. In addition to the foregoing, the Registrant maintains insurance
through a commercial carrier against certain liabilities 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 Registrant.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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 Registrant 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.
The
rights of indemnification described above are not exclusive of any other rights
of indemnification to which the persons indemnified may be entitled under any
bylaw, agreement, vote of stockholders or directors or
otherwise.
II-2
Item 16.
List of Exhibits.
|
1.1
|
|
Form
of underwriting agreement*
|
|
3.1
|
|
Articles
of Continuance (1)
|
|
3.3
|
|
Bylaw
No. 1 (1)
|
|
4.1
|
|
Instruments
defining the rights of securities*
|
|
4.2
|
|
Form
of Warrant*
|
|
4.3
|
|
Specimen
Stock Certificate of the registrant(2)
|
|
4.4
|
Amended
and Restated Shareholder Rights Plan dated October 15, 1999, between
the
Company and Equity Transfer Services, Inc. (3)
|
|
|
4.5
|
Form
of Unit Agreement*
|
|
|
5.1
|
|
Opinion
of Goodman & Carr, LLP
|
|
23.1
|
|
Consent
of Goodman & Carr, LLP
|
|
23.2
|
|
Consent
of Perry-Smith LLP
|
|
23.3
|
Consent
of Deloitte & Touche LLP
|
|
|
24.1
|
|
Power
of attorney (included on signature page of this registration
statement)
|
|
*
|
To
be filed by amendment or incorporated by reference prior to the offering
of securities if applicable.
|
||
|
(1)
|
Incorporated
by reference to the Company’s Current Report on Form 8-K filed with the
SEC on July 18, 2002, File No. 001-12497.
|
||
|
(2)
|
Incorporated
by reference to the Company’s Registration Statement on Form 10-SB filed
with the SEC on November 25, 1996, File No. 001-12497.
|
||
|
(3)
|
Incorporated
by reference to the Company’s Current Report on Form 8-K filed with the
SEC on November 19, 1999, File No.
061-12497.
|
||
Item 17.
Undertakings.
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) to
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(b)
to reflect in the prospectus any facts or events arising after the effective
date of the 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 the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities 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
Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than
20%
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
provided,
however,
that paragraphs (i), (ii) and (iii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by a Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended (the “Securities Exchange Act”), that are incorporated by
reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration
statement.
II-3
(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.
(4)
That, for the purpose of determining liability under the Securities Act to
any
purchaser:
(a)
each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of this registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(b)
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of this registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section 10(a) of the Securities
Act shall be deemed to be part of and included in the registration statement
as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter,
such
date shall be deemed to be a new effective date of the registration relating
to
the securities in the registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the
initial
bona fide
offering thereof.
Provided, however
, that no statement made in a registration statement or prospectus that is
part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that
is
part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of
the
registration statement or made in any such document immediately prior to such
effective date.
(5)
That, for the purpose of determining liability of a Registrant under the
Securities Act to any purchaser in the initial distribution of the securities,
in a primary offering of securities of an undersigned Registrant pursuant to
this registration statement, regardless of the underwriting method used to
sell
the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
Registrant will be a seller to the purchaser and will be considered to offer
or
sell such securities to such purchaser:
(a)
any preliminary prospectus or prospectus of an undersigned Registrant relating
to the offering required to be filed pursuant to Rule 424;
(b)
any free writing prospectus relating to the offering prepared by or on behalf
of
a Registrant or used or referred to by an undersigned Registrant;
(d)
any other communication that is an offer in the offering made by an undersigned
Registrant to the purchaser.
(6)
The undersigned registrant 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 Securities
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 herein, and the offering of such securities at that time shall be deemed
to be the initial
bona fide
offering thereof.
(7)
Insofar as indemnification for liabilities arising under the Securities Act
may
be permitted to directors, officers, and controlling persons of a Registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission 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 a Registrant for expenses the incurred
or
paid by a director, officer, or controlling person 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
Registrant 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-4
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant 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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Reno, Nevada on September 1, 2006.
| ALTAIR NANOTECHNOLOGIES INC. | ||
| |
|
|
| By: | /s/ Alan J. Gotcher | |
|
|
||
|
Alan
J.
Gotcher,
President and Chief Executive
Officer
|
||
POWER
OF ATTORNEY AND ADDITIONAL SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated. Each person whose signature to this Registration Statement appears
below hereby constitutes and appoints Alan J. Gotcher and Edward Dickinson,
and
each of them, as his true and lawful attorney-in-fact and agent, with full
power
of substitution, to sign on his behalf individually and in the capacity stated
below and to perform any acts necessary to be done in order to file all
amendments and post-effective amendments to this Registration Statement, and
any
and all instruments or documents filed as part of or in connection with this
Registration Statement or the amendments thereto and each of the undersigned
does hereby ratify and confirm all that said attorney-in-fact and agent, or
his
substitutes, shall do or cause to be done by virtue hereof.
|
Signature
|
Title
|
Date
|
||
|
/s/
Alan J. Gotcher
Alan
J. Gotcher
|
President,
Chief Executive Officer and Director (Principal Executive
Officer)
|
September
1, 2006
|
||
|
/s/
Edward Dickinson
Edward
Dickinson
|
Chief
Financial Officer and Secretary (Principal Financial and Accounting
Officer)
|
September
1, 2006
|
||
|
/s/
Michel Bazinet
Michel
Bazinet
|
Director
|
September
1, 2006
|
||
|
/s/
Jon N. Bengtson
Jon
N. Bengtson
|
Director
|
September
1, 2006
|
||
|
/s/
James I. Golla
James
I. Golla
|
Director
|
September
1, 2006
|
||
|
/s/
George Hartman
George
Hartman
|
Director
|
September
1, 2006
|
||
|
/s/
Christopher E. Jones
Christopher
E. Jones
|
Director
|
September
1, 2006
|
||
|
/s/
Pierre Lotie
Pierre
Lotie
|
Director
|
September
1, 2006
|
II-5