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)
--------------------
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)
--------------------
<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(1) Registration Fee(1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, no par value............. 2,000,000 $8.875 $17,750,000 $5,325
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 National Market on September 25, 1998.
<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, 1997, as amended by an Amendment No. 1 to the Registrant's Annual
Report on Form 10-K/A filed with the Commission on May 18, 1998.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998 and June 30, 1998.
(c) The description registrant's Common Shares, 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 schedules of the Registrant included in
the Registrant's Annual Report on Form 10-K for the year ended December 31,
1997, as amended by Amendment No. 1 to the Registrant's Annual Report on Form
10-K/A filed with the Commission on May 18, 1998, 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.
Item 4. Description of Securities.
--------------------------
Not applicable.
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<PAGE>
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.
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.
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<PAGE>
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, except as arise as a result of fraud, felonious
conduct, gross negligence or acts of moral turpitude on the part of Dr. Long. In
addition, Mineral Recovery Systems, Inc. ("MRS"), a wholly-owned subsidiary of
the 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.
-------------
(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;
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<PAGE>
(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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<PAGE>
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 September 28, 1998.
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 C. 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William P. Long President, Chief Executive Officer, and Director September 28, 1998
- ---------------------- (Principal Executive Officer and authorized
William P. Long representative of the Registrant in the United States)
/s/ C. Patrick Costin Vice President and Chief Financial Officer September 28, 1998
- ---------------------- (Principal Financial Officer and Principal
C. Patrick Costin Accounting Officer)
/s/ James I. Golla Secretary and Director September 28, 1998
- ----------------------
James I. Golla
/s/ George E. Hartman Director September 28, 1998
- ----------------------
George E. Hartman
/s/ Robert Sheldon Director September 28, 1998
- ----------------------
Robert Sheldon
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
ALTAIR INTERNATIONAL INC
EXHIBIT INDEX
Exhibit Sequential System
No. Exhibit Page No.
- ------- ------------------------------------------------------------------------ --------------------
<S> <C> <C> <C>
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 1998 Altair International Inc. Stock Option Plan (incorporated by
reference to Management Information Circular and Proxy Statement
filed with the Commission on May 12, 1998). --
5 Opinion of Beach, Hepburn as to the legality of the securities offered 8
23.1 Consent of Beach, Hepburn (included in Exhibit No. 5) --
23.2 Consent of McGovern, Hurley, Cunningham 10
24 Powers of Attorney (included on page 6 of the Registration Statement). --
</TABLE>
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EXHIBIT 5, 23.1
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BEACH, HEPBURN
Barristers & Solicitors
36 TORONTO STREET, SUITE 1000
TORONTO, ONTARIO M5C 2C5 TELEPHONE (416) 350-3500
FAX (416) 350-3510
September 29, 1998
The Board of Directors of
Altair International Inc.
1725 Sheridan Avenue
Suite 140
Cody, Wyoming
82414
Dear Sirs/Mesdames:
Re: Registration Statement on Form S-8
---------------------------------------
We have acted as Ontario counsel to Altair International Inc., a
corporation incorporated under the laws of the Province of Ontario (the
"Corporation") in connection with the preparation of the Corporation's
Registration statement on Form S-8 (the "Registration Statement") to be filed
under the Securities Act of 1933, as amended, for the registration of 2,000,000
common shares (the "Common Shares") of the Corporation reserved for sale and
issuance in the United States by the Corporation pursuant to the 1998 Altair
International Inc. Stock Option Plan (the "Plan").
In connection with the opinions hereinafter expressed, we have
conducted or caused to be conducted such searches as we have considered
necessary, advisable or relevant. We have also prepared or examined all such
documents, corporate records of the Corporation, certificates of officers of the
Corporation, and other materials as we consider advisable or relevant. We have
also examined such statutes, corporate and public records and other documents
including certificates or statements of public officials, and considered such
matters of law, as we have deemed necessary as a basis for the opinions
hereinafter expressed.
For the purposes of the opinions set forth below, we have assumed, with
respect to all documents examined by us, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
authentic or original documents of all documents submitted to us as certified,
conformed, telecopied or photostatic copies and the legal capacity at all
relevant times of any natural person signing any such document.
-8-
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that, in
accordance with the laws of Ontario, the Common Shares, when issued upon the due
exercise of stock options granted in accordance with the terms and conditions of
the Plan and pursuant to the Registration Statement, will be legally issued,
fully paid and non-assessable.
We are solicitors qualified to carry on the practice of law only in the
Province of Ontario and our opinion is restricted to the laws of such province
and the federal laws of Canada applicable herein. This opinion relates
exclusively to the filing of the aforementioned Registration Statement and is
for the sole use and benefit of the parties to whom it is addressed.
Accordingly, it cannot be relied upon by other parties or used in other
transactions without our express written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours truly,
/s/ Beach Hepburn
JG:jd
-9-
Exhibit 23.2
------------
MHC
McGovern, Hurley, Cunningham
Chartered Accountants
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 filed by Altair International Inc. ("Altair"), pertaining to the 1998
Altair International, Inc. Stock Option Plan, of our report dated February 9,
1998 (except for Note 2(b)(i) which is dated March 19, 1998) appearing in the
Annual Report on Form 10-K of Altair International Inc. for the year ended
December 31, 1997, as amended by an Amendment No. 1 on Form 10-K/A filed with
the Commission on May 18, 1998, and to references to us under the heading
"Information Required in the Registration Statement" in this Registration
Statement and under the heading "Experts" in the Prospectus which is a part of
this Registration Statement.
McGOVERN, HURLEY, CUNNINGHAM
Signed "McGovern, Hurley, Cunningham"
Chartered Accountants
North York, Canada
September 28, 1998
2005 Sheppard Avenue East, Suite 503, North York, Ontario, Canada, M2J 5B4
Telephone: (416) 496-1234 - Fax: (416) 496-0125 - E-Mail: [email protected]
- Website: www.mhc-ca.com
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