UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (date of earliest event reported):
December 13, 2006
Item
1.01 Entry into Material Definitive Agreement.
On
December 13, 2006, Altair Nanotechnologies Inc. ("Altair") entered into a
placement agent agreement (the "Placement Agent Agreement") with Cowen and
Company, LLC ("Cowen") as exclusive placement agent relating to a proposed
"registered direct" offering of units to certain institutional investors
(the "Offering"), each unit consisting of (i) one common share of
Altair and (ii) one warrant to purchase 0.25 common shares of
Altair at an exercise price of $2.70 per share, for a purchase price of
$2.70 per unit. Units will not be issued or certificated. The common shares
and
warrants are immediately separable and will be issued separately. The warrants
will be exercisable beginning December 18, 2006 and through December 18,
2007.
A
copy of
the Placement Agent Agreement is filed as Exhibit 1.1 to this Current Report
and
is incorporated herein by reference. The closing for the sale of the units
is
expected to take place on December 18, 2006, subject to the satisfaction
of
customary closing conditions. Gross proceeds from the Offering are
estimated to be $25 million, and Altair will pay to Cowen $1,550,000 in
placement agent fees. Altair will also pay expenses of the Offering of
approximately $300,000. Altair will issue to Cowen a Placement Agent's
Warrant to purchase 231,482 common shares, at an exercise price of $3.375
per
share. The Placement Agent's Warrant will be exercisable for five years
beginning December 18, 2006. A copy of the form of Placement Agent's Warrant
is
filed as Exhibit 4.1 to this Current Report and is incorporated herein by
reference.
Following
execution of the Placement Agent Agreement, Altair entered into definitive
subscription agreements with certain institutional investors relating to
the
sale of an aggregate of 9,259,259 units, for a purchase price of $2.70 per
unit.
A copy of the form of subscription agreement is filed as Exhibit 10.1 to
this
Current Report and is incorporated herein by reference. A copy of the form
of
common share purchase warrant to be issued by Altair to the institutional
investors is filed as Exhibit 4.2 to this Current Report and is incorporated
herein by reference.
The
common shares and warrants (and the common shares issuable from time to time
upon exercise of the warrants) being offered by Altair in this Offering (other
than the Placement Agent's Warrant and common shares issuable thereunder)
were
registered under an existing shelf registration statement on Form S-3
(Registration No. 333-137099), which was declared effective by the Securities
and Exchange Commission on October 3, 2006.
Item
7.01 Regulation FD Disclosure.
On
December 13, 2006, Altair issued a press release announcing the pricing of
the
Offering. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report.
The
information set forth in this Item 7.01 and Exhibit 99.1 attached hereto
is
intended to be furnished and shall not be deemed "filed" for purposes of
Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933,
as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits.
1.1
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Placement
Agent Agreement, dated December 13, 2006, by and between Altair
Nanotechnologies Inc.
and
Cowen and Company, LLC.
|
|
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4.1
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Form
of Placement Agent's Warrant.
|
|
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4.2
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Form
of Common Share Purchase Warrant.
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|
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10.1
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Form
of Subscription Agreement.
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|
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99.1
|
Press
Release dated December 13, 2006, furnished
herewith.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange of 1934, the registrant has
duly
caused this report to be signed on its behalf by the undersigned hereunto
duly
authorized.
Altair
Nanotechnologies Inc.
Dated:
December 13, 2006
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By
|
/s/
Edward
Dickinson
|
|
|
Edward
Dickinson,
Chief
Financial Officer
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