SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the
Securities Act of 1933
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ALTAIR INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Province of None
Ontario, (I.R.S. Employer
Canada Identification No.)
(State or other jurisdiction of
incorporation or organization)
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1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
(Address of Principal Executive Offices,
including Zip Code)
ALTAIR INTERNATIONAL INC.
STOCK OPTION PLAN
(Full title of the plan)
WILLIAM P. LONG Copy to:
President BRIAN G. LLOYD
Altair International Inc. Kimball, Parr, Waddoups, Brown & Gee
1725 Sheridan Avenue, Suite 140 185 South State Street, Suite 1300
Cody, Wyoming 82414 Salt Lake City, Utah 84111
(307) 587-8245 (801) 532-7840
(Name, address and telephone
number, including area code,
of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Proposed Proposed
Maximum Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered per Share(1) Offering Price Registration Fee(1)
- - --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, no par value . . 2,500,000 $6.188 $15,468,750 $4,687.50
shares
==============================================================================================================
</TABLE>
(1) Pursuant to Rules 457(h)(1) and 457(c), the offering price per share,
aggregate offering price and registration fee are computed on the basis of
the average of the high and low sales prices as reported on the Nasdaq
SmallCap Market on July 7, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8 promulgated
thereunder.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Altair International Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, as amended by an Amendment No. 1 to the Registrant's Annual
Report on Form 10-K/A filed with the Commission on June 9, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997.
(c) The description of the Registrant's Common Stock, no par value,
contained in the Registrant's Registration Statement on Form 10 filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed under the Exchange Act for the purpose of updating
such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters 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.
The financial statements and schedule of the Registrant included in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, as
amended by Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A
filed with the Commission on June 9, 1997, and incorporated by reference in this
Registration Statement, have been audited by McGovern, Hurley, Cunningham,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in giving said reports.
Future financial statements of the Registrant and the reports thereon by
McGovern, Hurley, Cunningham also will be incorporated by reference in the
Registration Statement in reliance upon the authority of that firm as experts in
giving those reports; provided, however, only to the extent that said firm has
audited those financial statements and consented to the use of their reports
thereon.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subsection 136(1) of the Business Corporation Act, Ontario (the "Act")
provides that a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a person who
acts or acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him or her in respect of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of being or having
been a director or officer of such corporation or body corporation, if,
(a) he acted honestly and in good faith with a view to the best
interests of the corporation; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his or her conduct was lawful.
Subsection 136(2) of the Act provides that a corporation may, with the
approval of the court, indemnify a person referred to in subsection 136(1) of
the Act in respect of an action by or on behalf of the corporation or body
corporate to procure a judgment in its favor, to which the person is made a
party by reason of being or having been a director or an officer of the
corporation or body corporate, against all costs, charges and expenses
reasonably incurred by the person in connection with such action if he fulfills
the conditions set out in clauses 136(1)(a) and 136(1))(b) of the Act.
Subsection 136(3) of the Act provides that despite anything in section 136
of the Act, a person referred to in subsection 136(1) of the Act is entitled to
indemnity from the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body corporate,
if the person seeking indemnity,
(a) was substantially successful on the merits in his defense of the
action or proceeding; and
(b) fulfills the conditions set out in clauses 136(1)(a) and 136(1)(b)
of the Act.
Subsection 136(4) of the Act provides that a corporation may purchase and
maintain insurance for the benefit of any person referred to in subsection
136(1) of the Act against any liability incurred by the person,
(a) in his capacity as a director or officer of the corporation, except
where the liability relates to the person's failure to act honestly
and in good faith with a view to the best interests of the
corporation; or
(b) in his capacity as a director or officer of another body corporate
where the person acts or acted in that capacity at the corporation's
request, except where the liability relates to the person's failure
to act honestly and in good faith with a view to the best interests
of the body corporate.
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Subsection 136(5) of the Act provides that a corporation or a person
referred to in subsection 136(1) of the Act may apply to the court for an order
approving an indemnity under section 136 of the Act and the court may so order
and make any further order it thinks fit.
Subsection 136(6) of the Act provides that upon an application under
subsection 136(5) of the Act, the court may order notice to be given to any
interested person and such person is entitled to appear and be heard in person
or by counsel.
The Registrant's By-laws, as amended, provide that subject to subsection 2
of section 147 of the Act, every director and officer of the Registrant and his
heirs, executors, administrators and other legal personal representatives shall,
from time to time, be indemnified and saved harmless by the Registrant from and
against any liability and all costs, charges and expenses that such director or
officer sustains or incurs in respect of any action, suit or proceeding that is
proposed or commenced against him for or in respect of anything done or
permitted by him in respect of the execution of the duties of his office and all
other costs, charges and expenses that he sustains or incurs in respect of the
affairs of the Registrant, except such costs, charges or expenses as are
occasioned by his own wilful neglect or default. In addition, the board of
directors of the Registrant has passed, and the shareholders have confirmed,
several special By-laws authorizing the board of directors, among other things,
to borrow money and issue bonds or debentures and to secure any such borrowing
by mortgaging or pledging all or part of the Registrant's assets. The special
By-laws further authorize the board of directors to delegate the foregoing
powers to any director or officer and to give indemnities to any such director
or other person acting on behalf of the registrant and secure any such person
against loss by giving him by way of security a mortgage or charge upon all of
the currently owned or subsequently acquired property, undertakings, and rights
of the Registrant.
Pursuant to an employment agreement with William P. Long, the President,
Chief Executive Officer and a director of the Registrant, the Registrant has
agreed to assume all liability for and to indemnify, protect, save, and hold Dr.
Long harmless from and against any and all losses, costs, expenses, attorneys'
fees, claims, demands, liability, suits, and actions of every kind and character
which may be imposed upon or incurred by Dr. Long on account of, arising
directly or indirectly from, or in any way connected with or related to Dr.
Long's activities as an officer and member of the board of directors of the
Registrant. In addition, Mineral Recovery Systems, Inc. ("MRS"), a wholly-owned
subsidiary of the Registrant, has agreed to assume all liability for and to
indemnify, protect, save, and hold harmless Patrick Costin (Vice President of
the Registrant and President of MRS) from and against any and all losses, costs,
expenses, attorneys' fees, claims, demands, liabilities, suits and actions of
every kind and character which may be imposed on or incurred by Mr. Costin on
account of, arising directly or indirectly from, or in any way connected with
Mr. Costin's activities as manager, officer, or director of MRS or the
Registrant.
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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index on page 7.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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 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.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cody, State of Wyoming, on June 18, 1997
ALTAIR INTERNATIONAL INC.
By /s/ William P. Long
----------------------------------------
William P. Long
President and Chief Executive Officer
POWER OF ATTORNEY
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 William P.
Long and Patrick Costin, 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/ William P. Long
- - ---------------------- President, Chief Executive Officer, June 18, 1997
William P. Long and Director (Principal Executive
Officer and authorized representative
of the Registrant in the United States)
/s/ C. Patrick Costin Vice President and Chief Financial June 18, 1997
- - ---------------------- Officer (Principal Financial Officer
C. Patrick Costin and Principal Accounting Officer)
/s/ James I. Golla Secretary and Director June 18, 1997
- - ----------------------
James I. Golla
/s/ George E. Hartman Director June 18, 1997
- - ----------------------
George E. Hartman
/s/ Robert Sheldon Director June 18, 1997
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Robert Sheldon
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ALTAIR INTERNATIONAL INC
EXHIBIT INDEX
Exhibit Sequential System
No. Exhibit Page No.
- - ----- ------------------------------------------------- -------------
4.1 Articles of Incorporation of the Registrant
(incorporated by reference to Registration
Statement on Form 10-SB filed with the Commission
on November 25, 1996). --
4.2 Amendment to Articles of Incorporation of the
Registrant dated November 6, 1996 (incorporated
by reference to Amendment No. 1 to Registration
Statement on Form 10 filed with the Commission on
December 23, 1996). --
4.3 Bylaws of the Registrant (incorporated by reference
to Registration Statement on Form 10-SB filed with
the Commission on November 25, 1996). --
4.4 Form of Common Stock Certificate (incorporated
by reference to Registration Statement on Form
10-SB filed with the Commission on November 25,
1996). --
4.5 Altair International Inc. Stock Option Plan 8
5 Opinion of Beach, Hepburn as to the legality
of the securities offered 13
23.1 Consent of Beach, Hepburn (included in Exhibit No. 5) --
23.2 Consent of McGovern, Hurley, Cunningham 15
24 Powers of Attorney (included on page 7 of the
Registration statement). --
7
