As filed with the Securities and Exchange Commission on January 19, 1999
Registration No. _________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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 Ontario, Canada None
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
-------------------
William P. Long
President
Altair International Inc.
1725 Sheridan Avenue, Suite 140
Cody, Wyoming 82414
(307) 587-8245
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
Copies to:
Brian G. Lloyd, Esq.
Bryan T. Allen, Esq.
PARR WADDOUPS BROWN GEE & LOVELESS
185 South State Street, Suite 1300
Salt Lake City, Utah 84111
(801) 532-7840
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined by
the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Proposed maximum maximum
Title of each class Amount to be offering price per aggregate offering Amount of
of securities to be registered registered share(1) price(1) registration fee(1)
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<S> <C> <C> <C> <C>
Common Shares, no par value.............. 1,500,000 $6.875 $10,312,500 $3,094
========================================= ================== ================== ================= ===================
</TABLE>
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee, based upon the average of the high and low sales prices
for the common shares as reported on the Nasdaq National Market on January
14, 1999.
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.
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<PAGE>
[L+etter Head of ALTAIR INTERNATIONAL INC.]
ALTAIR INTERNATIONAL INC.
1,500,000 Common Shares
------------------
Altair International Inc. is a development-stage Ontario company in the
business of developing mineral processing equipment and mineral properties.
Altair owns and is developing a mineral processing machine it calls the "Altair
Centrifugal Jig" or simply the "Jig." The Jig uses a rotating circular screen
and pulsating water to separate valueless mineral particles from more valuable
mineral particles based on their specific gravity. Altair also leases and is
exploring an approximately 13,600 acre parcel of land near Camden, Tennessee to
determine whether it would be amenable to large-scale mining of titanium and
zircon using the Jig or other equipment. In addition, Altair has recently
acquired an option to lease and has begun initial testing on a small heavy
mineral sand stockpile located near Ione, California. Altair has not completed
testing of the Jig, the Tennessee mineral property, or the California mineral
property.
We may use the Prospectus from time to time to offer up to 1,500,000 common
shares of Altair (the "Shares"). The common shares of Altair (the "Common
Shares") are listed for trading on the Nasdaq National Market under the symbol
"ALTIF." On January 14, 1999, the last reported sales price of Common Shares on
the Nasdaq National Market was $7.00 per share. Unless otherwise indicated,
amounts in this Prospectus are expressed in United States Dollars.
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Each time we sell securities pursuant to this Prospectus, we will provide
information regarding the price of the Shares, amount of proceeds, commissions
of and relationships with underwriters or placement agents, if any, net
proceeds, and risk factors to consider before investing, as well as other
information we consider to be important, in a supplement to this Prospectus.
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You should read this Prospectus and any supplement carefully before you invest.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
Dated _______ __, 1999
1
<PAGE>
TABLE OF CONTENTS
Page
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ABOUT THIS PROSPECTUS..........................................................3
PROSPECTUS SUMMARY.............................................................3
FORWARD-LOOKING STATEMENTS.....................................................5
PRICE RANGE OF COMMON SHARES...................................................5
United States.........................................................5
Canada .............................................................6
USE OF PROCEEDS................................................................7
DILUTION.......................................................................7
PLAN OF DISTRIBUTION...........................................................7
Placement Agents..........................................................8
Underwriters..............................................................8
Direct Sales..............................................................8
General Information.......................................................8
LEGAL MATTERS..................................................................8
EXPERTS........................................................................9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................9
WHERE YOU CAN FIND MORE INFORMATION...........................................10
INFORMATION NOT REQUIRED IN PROSPECTUS.........................................1
Other Expenses of Issuance and Distribution...............................1
Indemnification of Directors and Officers.................................1
Exhibits..................................................................3
Undertakings..............................................................3
SIGNATURES.....................................................................5
2
<PAGE>
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may,
over the next two years, sell any or all of the Shares in one or more offerings.
This Prospectus provides you with a general description of Altair and a limited
description of the contemplated offering(s). Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this Prospectus. You should read both this
Prospectus and any prospectus supplement, together with additional information
described under the heading "Incorporation of Certain Documents by Reference" on
page 9 of this Prospectus.
PROSPECTUS SUMMARY
This summary highlights some information from this Prospectus. Because it
is a summary, it necessarily does not contain all of the information necessary
to your investment decision. To understand this offering fully, you should read
carefully the entire Prospectus and any prospectus supplement provided by the
Company.
Altair International Inc.
Altair International Inc. is a development-stage Ontario company whose
primary business is acquiring and developing mineral processing equipment for
use in the recovery of fine mineral particles, including gold, titanium, and
zircon, and environmental contaminants. Altair also seeks to acquire or lease
mineral deposits suitable for the use of its mineral processing equipment.
Unless the context requires otherwise, all references to "Altair," "Altair
International Inc.," or the "Company" in this Prospectus refer to Altair
International Inc. and each of its subsidiaries.
Altair is presently developing the Altair Centrifugal Jig. The Jig is a
machine that uses a rotating circular screen and pulsating water to separate
valueless mineral particles from more valuable mineral particles based on the
differences in their specific gravity. In tests, the Jig has proven capable of
segregating and recovering extremely fine mineral particles which are not
presently recoverable using conventional techniques. Altair is presently testing
and customizing the Jig for use in the recovery of heavy minerals such as
titanium and zircon and for use in the washing of coal. Management believes that
the Jig could also be used to recover other minerals such as gold and for
environmental remediation.
Altair has also leased, and is exploring, an approximately 13,600 acre
parcel of land near Camden, Tennessee (the "Tennessee Mineral Property") to
determine whether it would be amenable to large-scale mining for titanium and
zircon using the Jig or other equipment. Preliminary reports suggest that the
Tennessee Mineral Property contains significant amounts of valuable heavy
minerals, including titanium and zircon, and is suitable for a large-scale sand
mining operation with a multi-decade life.
3
<PAGE>
In October 1998, Altair acquired an option to enter into a mineral
processing lease on a heavy mineral stockpile located near Ione, California (the
"California Mineral Property"; collectively with the Tennessee Mineral Property,
the "Mineral Properties"). Although the limited size of the California Mineral
Property suggests that any mineral processing operation conducted on the
property would be small scale and short-term, existing data suggests that the
stockpiled materials grade between 14% and 31% heavy minerals (compared to 2%
heavy minerals content in some primary mine locations). Of the heavy mineral
content, approximately 50-65% is ilmenite, which is used as a feed stock in the
manufacture of TiO2 pigment--a common ingredient in plastics, paints, and paper.
Altair has commenced initial drilling to verify the content of the stockpile,
and, if such tests reveal consistent, adequate mineral grade of ilmenite, Altair
plans to commence gravity separation tests and feasibility analysis sometime in
1999.
The Company's principal office is located at 1725 Sheridan Avenue, Suite
140, Cody, Wyoming 82414 U.S.A., and the Company's telephone number is (307)
587-8245.
<TABLE>
The Offering
<CAPTION>
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<S> <C>
Common Shares offered by the Company................. 1,500,000 (1)
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Common Shares outstanding prior to this
offering............................................` 15,174,915 (1)
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Common Shares outstanding following 16,674,915 (1)
this offering, if all shares are sold................
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Use of proceeds...................................... Working capital, capital expenditures,
acquisitions and other general corporate
purposes.
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</TABLE>
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(1) Excludes 1,980,000 Common Shares authorized for issuance upon exercise of
outstanding options granted pursuant to Altair's stock option plans and
1,438,000 Common Shares reserved for the future grant of stock options under
such plans.
4
<PAGE>
FORWARD-LOOKING STATEMENTS
This Prospectus contains various forward-looking statements. Such
statements can be identified by the use of the forward-looking words
"anticipate," "estimate," "project," "likely," "believe," "intend," "expect," or
similar words. These statements discuss future expectations, contain projections
regarding future developments, operations, or financial conditions, or state
other forward-looking information. When considering such forward- looking
statements, you should keep in mind the risk factors identified in the Company's
periodic filings with the SEC that are incorporated herein by reference and any
applicable prospectus supplement. You should also keep in mind that all
forward-looking statements are based on management's existing beliefs about
present and future events outside of management's control and on assumptions
that may prove to be incorrect. If one or more risks identified in the
applicable filings or prospectus supplement materializes, or underlying
assumptions prove incorrect, the Company's actual results may vary materially
from those anticipated, estimated, projected, or intended.
Among the key factors that may have a direct bearing on the Company's
operating results are risks and uncertainties attributable to the absence of
operating revenues or profits, uncertainties regarding the development and
commercialization of the Jig, development risks associated with the Tennessee
Mineral Property and California Mineral Property, and uncertainties regarding
the Company's ability to obtain capital sufficient to continue its operations
and pursue its proposed business strategy.
PRICE RANGE OF COMMON SHARES
United States. In the United States, from March 24, 1997 until January 23,
1998, the Common Shares were quoted on the Nasdaq SmallCap Market under the
symbol "ALTIF." The following table sets forth, for the periods indicated, the
high and low sales prices for the Common Shares, as reported by the Nasdaq
SmallCap Market:
<TABLE>
<CAPTION>
Fiscal Year Ended
December 31, 1997: Low High
--------------- ---------------
<S> <C> <C>
1st Quarter (beginning March 24,
1997)...................................... $8.5625 $12.25
2nd Quarter................................ 4.75 9.625
3rd Quarter................................ 5.125 9.875
4th Quarter................................ 7.75 16.625
</TABLE>
5
<PAGE>
Fiscal 1998
1st Quarter (through January 23,
1998)...................................... $13.75 $15.625
Beginning on January 26, 1998, the Common Shares began trading on the
Nasdaq National Market under the symbol "ALTIF." The following table sets forth,
for the periods indicated, the high and low sales prices for the Common Shares,
as reported on the Nasdaq National Market.
<TABLE>
<CAPTION>
Fiscal 1998 Low High
--------------- ---------------
<S> <C> <C>
1st Quarter (beginning January 26,
1998)...................................... $8.125 $15.625
2nd Quarter................................ 7.00 9.625
3rd Quarter................................ 3.00 10.25
4th Quarter................................ 5.875 8.625
Fiscal 1999 Low High
--------------- ---------------
1st Quarter (through January 14,
1999)...................................... $6.50 $7.625
</TABLE>
The last sale price of the Common Shares, as reported on the Nasdaq National
Market, on January 14, 1999 was $7.00 per share. As of January 15, 1999, the
number of Common Shares outstanding was 15,174,915. In addition, the Company has
reserved 3,418,000 Common Shares for issuance upon exercise of options that have
been, or may be, granted under its employee stock option plans.
Canada. In Canada, the Common Shares were publicly traded under the symbol
"AIL" on the Alberta Stock Exchange (the "ASE") up through April 23, 1998. The
Company voluntarily delisted the Common Shares from the ASE on that date due to
increased focus on operations in the United States and diminished trading volume
on the ASE. The following tables set forth, on a quarterly basis, the high and
low closing sales prices during the last two fiscal years for the Common Shares
on the ASE. All amounts are stated in Canadian dollars, the currency in which
the prices are quoted by the ASE.
6
<PAGE>
Low High
--------------- ---------------
Fiscal Year Ended
December 31, 1997:
1st Quarter................. $Cdn. 7.75 $Cdn. 16.55
2nd Quarter................. 6.90 13.00
3rd Quarter................. 7.40 13.50
4th Quarter................. 11.10 23.50
Fiscal Year Ended
December 31, 1996:
1st Quarter................. $Cdn. 1.78 $Cdn. 4.25
2nd Quarter................. 2.70 6.50
3rd Quarter................. 3.98 6.20
4th Quarter................. 5.30 11.40
USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, the net
proceeds from the sale of the Shares, following the payment of any placement
agent or underwriting fees, legal costs, and other offering expenses, will be
used for working capital, capital expenditures, acquisitions, and other general
corporate purposes. There is no assurance that the Company will receive
sufficient funds to pursue its business plans. Pending utilization of the net
proceeds of the Offering, the Company intends to make temporary investments in
an interest-bearing demand account or short-term, interest-bearing securities.
DILUTION
It is expected that, in any offering pursuant to this Prospectus, there
will be material dilution of the equity interest of the purchasers. In the
prospectus supplement associated with each specific offering, the Company will
disclose (i) the net tangible book value per share before and after the
offering, (ii) the amount of increase in such net tangible book value per share
attributable to the cash payment made by purchasers, and (iii) and the amount of
the immediate dilution from the offering price which will be absorbed by such
purchasers.
PLAN OF DISTRIBUTION
The Company may sell the offered securities (a) through placement agents;
(b) through underwriters or dealers; or (c) directly to one or more purchasers.
7
<PAGE>
Placement Agents
The Shares may be sold through placement agents designated by us. The
placement agents will agree to act in good faith to assist the Company in
soliciting purchases for the period of their appointment.
Underwriters
If underwriters are used in the sale of the Shares, the Company anticipates
that the Shares will be acquired by underwriters for their own account. The
underwriters may resell the securities in one or more transactions, including
negotiated transactions, at a fixed public offering price, or at varying prices
determined at the time of sale. The obligations of the underwriters to purchase
the securities will be subject to certain conditions. Any offering price and any
discounts or concessions allowed or paid to dealers may be changed from time to
time.
Direct Sales
The Shares may also be sold directly by the Company. In this case, no
underwriters or agents would be involved.
General Information
Underwriters, dealers, and agents that participate in the distribution of
the Shares may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from the Company and any profit on the
resale of the Shares by them may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters or agents will be
identified and their compensation described in a prospectus supplement.
The Company may have agreements with the underwriters, dealers, or agents
to indemnify them against civil liabilities, including liabilities under the
Securities Act, or to contribute with respect to payment which the underwriters,
dealers or agents may be required to make. Underwriters, dealers, and agents may
engage in transactions with, or perform services for, the Company in the
ordinary course of their businesses.
In order to comply with the securities laws of certain states, the Shares
may be sold in certain jurisdictions only through registered or licensed brokers
or dealers. In addition, in certain states the Offered Shares may not be sold
unless they have been registered or qualified for sale in the applicable state
or an exemption from the registration or qualification requirement is available.
LEGAL MATTERS
The validity of the Shares being offered hereby is being passed upon for
the Company by Beach, Hepburn, Ontario, Canada.
8
<PAGE>
EXPERTS
The financial statements and schedules of the Company included in the
Company'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 SEC on May 18, 1998, and incorporated by reference in this
Prospectus, 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
accounting and auditing in giving said reports.
Future financial statements of the Company 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
accounting and auditing 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 therein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
As permitted by SEC rules, this Prospectus does not contain all of the
information that prospective investors can find in the Registration Statement or
the exhibits to the Registration Statement. The SEC permits the Company to
incorporate by reference into this Prospectus information filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
Prospectus, except as superseded or modified by information contained directly
in this Prospectus or in a subsequently filed document that also is (or is
deemed to be) incorporated herein by reference.
This Prospectus incorporates by reference the documents set forth below
that the Company (File No. 1-12497) has previously filed with the SEC pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
documents contain important information about the Company and its financial
condition.
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997, filed with the SEC on March 31, 1998, as amended by Amendment
No. 1 to the Registrant's Annual Report on Form 10-K/A filed with the
SEC on May 18, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1998, June 30, 1998, and September 30, 1998.
(c) The Company's Current Report on Form 8-K filed on January 13, 1998, as
amended by Amendment No. 1 to Current Report on Form 8-K/A, filed on
January 21, 1998.
(d) The Company's Current Report on Form 8-K filed on December 29, 1998.
9
<PAGE>
(e) The description of the Common Shares contained in the Company's
Registration Statement on Form 10 filed under the Exchange Act,
including any amendment or report filed under the Exchange Act for the
purpose of updating such description.
The Company hereby incorporates by reference all reports and other
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of this Offering.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly, and current reports, proxy statements,
and other information with the SEC. You may read and copy any reports,
statements, or other information that the Company files at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.
The SEC also maintains an Internet site (http://www.sec.gov) that makes
available to the public reports, proxy statements, and other information
regarding issuers, such as the Company, that file electronically with the SEC.
In addition, the Company will provide, without charge, to each person to
whom this Prospectus is delivered, upon written or oral request of any such
person, a copy of any or all of the foregoing documents (other than exhibits to
such documents which are not specifically incorporated by reference in such
documents). Please direct written requests for such copies to the Company c/o
Mineral Recovery Systems at 230 South Rock Boulevard, Suite 21, Reno, Nevada
89502, U.S.A., Attention: Ed Dickinson, Director of Finance. Telephone requests
may be directed to the office of the Director of Finance at (800) 897-8245.
The Common Shares are quoted on the Nasdaq National Market. Reports, proxy
statements and other information concerning the Company can be inspected and
copied at the Public Reference Room of the NASD, 1735 K Street, N.W.,
Washington, D.C. 20006.
10
<PAGE>
============================ ============================
We have not authorized any dealer,
salesperson or other person to give any
information or represent anything not
contained in this Prospectus. This 1,500,000 Common Shares
Prospectus does not offer to sell or buy any
shares in any jurisdiction where it is
unlawful. The information in this
Prospectus is current as of _______ __,
1999.
ALTAIR
_______________________ INTERNATIONAL INC.
COMMON SHARES
SUMMARY
TABLE OF CONTENTS
(For a more detailed Table of Contents, see page 2)
Page
Table of Contents...................................2 _______________
About this Prospectus...............................3
Prospectus Summary..................................3 Prospectus
Forward-Looking Statements..........................5 _______________
Price Range of Common Shares........................5
Use of Proceeds.................................... 7
Dilution........................................... 7
Plan of Distribution................................7
Legal Matters.......................................8
Experts.............................................9
Incorporation of Certain Documents by Reference.....9
Where You Can Find More Information................10
____________________ ________ __, 1999
============================ ============================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses of the offering, sale
and distribution of the Shares being registered pursuant to this registration
statement (the "Registration Statement"). All of the expenses listed below will
be borne by the Company. All of the amounts shown are estimates, except the SEC
registration fees.
Amount
Commission registration fees...............................$ 3,094.00
NASD registration fees..................................... 17,500.00
Accounting fees and expenses............................... 2,000.00
Legal fees and expenses.................................... 7,500.00
Blue sky fees and expenses................................. 2,000.00
Printing and Engraving Fees................................ 1,000.00
Miscellaneous expenses..................................... 1,906.00
Total.............................................$ 35,000.00
==================
Item 15.Indemnification of Directors and Officers
Subsection 136(1) of the Business Corporation Act, Ontario (the "Act")
provides that a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a person who
acts or acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him or her in respect of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of being or having
been a director or officer of such corporation or body corporation, if,
(a) he acted honestly and in good faith with a view to the best
interests of the corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his or her conduct was
lawful.
Subsection 136(2) of the Act provides that a corporation may, with the
approval of the court, indemnify a person referred to in subsection 136(1) of
the Act in respect of an action by or on behalf of the corporation or body
corporate to procure a judgment in its favor, to which the person is made a
party by reason of being or having been a director or an officer of the
corporation or body corporate, against all costs, charges and expenses
reasonably incurred by the person in connection with such action if he fulfills
the conditions set out in clauses 136(1)(a) and 136(1))(b) of the Act.
Subsection 136(3) of the Act provides that despite anything in section
136 of the Act, a person referred to in subsection 136(1) of the Act is entitled
to indemnity from the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
ll-1
<PAGE>
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.
The Company's By-laws, as amended, provide that subject to subsection 2
of section 147 of the Act, every director and officer of the Company and his
heirs, executors, administrators and other legal personal representatives shall,
from time to time, be indemnified and saved harmless by the Company from and
against any liability and all costs, charges and expenses that such director or
officer sustains or incurs in respect of any action, suit or proceeding that is
proposed or commenced against him for or in respect of anything done or
permitted by him in respect of the execution of the duties of his office and all
other costs, charges and expenses that he sustains or incurs in respect of the
affairs of the Company, except such costs, charges or expenses as are occasioned
by his own wilful neglect or default. In addition, the board of directors of the
Company has passed, and the shareholders have confirmed, several special By-laws
authorizing the board of directors, among other things, to borrow money and
issue bonds or debentures and to secure any such borrowing by mortgaging or
pledging all or part of the Company's assets. The special By-laws further
authorize the board of directors to delegate the foregoing powers to any
director or officer and to give indemnities to any such director or other person
acting on behalf of the Company and secure any such person against loss by
giving him by way of security a mortgage or charge upon all of the currently
owned or subsequently acquired property, undertakings, and rights of the
Company.
Pursuant to an employment agreement with William P. Long, the
President, Chief Executive Officer and a director of the Company, the Company
has agreed to assume all liability for and to indemnify, protect, save, and hold
Dr. Long harmless from and against any and all losses, costs, expenses,
attorneys' fees, claims, demands, liability, suits, and actions of every kind
and character which may be imposed upon or incurred by Dr. Long on account of,
arising directly or indirectly from, or in any way connected with or related to
Dr. Long's activities as an officer and member of the board of directors of the
Company, except as arise as a result of fraud, felonious conduct, gross
negligence or acts of moral turpitude on the part of Dr. Long. In addition,
Mineral Recovery Systems, Inc. ("MRS"), a wholly-owned subsidiary of the
Company, has agreed to assume all liability for and to indemnify, protect, save,
and hold harmless Patrick Costin (Vice President of the Company and President of
MRS) from and against any and all losses, costs, expenses, attorneys' fees,
claims, demands, liabilities, suits and actions of every kind and character
which may be imposed on or incurred by Mr. Costin on account of, arising
directly or indirectly from, or in any way connected with Mr. Costin's
activities as manager, officer, or director of MRS or the Company.
ll-2
<PAGE>
Indemnification may be granted pursuant to any other agreement, bylaw,
or vote of shareholders or directors. In addition to the foregoing, the Company
maintains insurance through a commercial carrier against certain liabilities
which may be incurred by its directors and officers. The foregoing description
is necessarily general and does not describe all details regarding the
indemnification of officers, directors or controlling persons of the Company.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Item 16..Exhibits.
The following exhibits required by Item 601 of Regulations S-K
promulgated under the Securities Act have been included herewith or have been
filed previously with the SEC as indicated below.
Regulation S-K Description
Exhibit No.
-------------- -------------------------------------------------------
4.1 Articles of Incorporation of the Company (incorporated
by reference to a Registration Statement on Form 10-SB
filed with the SEC on November 25, 1996).
4.2 Amendment to Articles of Incorporation of the Company
dated November 6, 1996 (incorporated by reference to
Amendment No. 1 to a Registration Statement on Form 10
filed with the SEC on December 23, 1996).
4.3 By-laws of the Company (incorporated by reference to a
Registration Statement on Form 10-SB filed with the SEC
of November 25, 1996).
4.4 Form of Common Share Certificate (incorporated by
reference to a Registration Statement on Form 10-SB
filed with the SEC on November 25, 1996).
5 Opinion of Beach, Hepburn as to the legality of the
securities offered (filed herewith).
23.1 Consent of Beach, Hepburn (included in Exhibit No. 5).
23.2 Consent of McGovern, Hurley, Cunningham (filed
herewith).
24 Powers of Attorney (included on page II-5 of the
Registration Statement).
Item 17.Undertakings.
(a) The undersigned Company hereby undertakes:
ll-3
<PAGE>
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) To include any Prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the change in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company, the Company has been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
ll-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cody, State of Wyoming,
on January 18,1999.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William P. Long President, Chief Executive Officer, and Director January 18, 1999
- ------------------------------------
William P. Long (Principal Executive Officer and authorized
representative of the Company in the United States)
/s/ C. Patrick Costin Vice President and Chief Financial Officer January 18, 1999
- ------------------------------------
C. Patrick Costin (Principal Financial Officer and Principal
Accounting Officer)
/s/ James I. Golla Secretary and Director January 18, 1999
- ------------------------------------
James I. Golla
/s/ George E. Hartman Director January 18, 1999
- ------------------------------------
George E. Hartman
/s/ Robert Sheldon Director January 18, 1999
- ------------------------------------
Robert Sheldon
</TABLE>
ll-5
<PAGE>
<TABLE>
<CAPTION>
ALTAIR INTERNATIONAL INC.
EXHIBIT INDEX
Regulation S-K Description Sequential System
Exhibit No. Page No.
- -------------- ---------------------------------------------------------------------- -----------------
<S> <C> <C>
4.1 Articles of Incorporation of the Company (incorporated by reference to
Registration Statement on Form 10-SB filed with the SEC on November
25, 1996). --
4.2 Amendment to Articles of Incorporation of the Company dated
November 6, 1996 (incorporated by reference to Amendment No. 1 to
Registration Statement on Form 10 filed with the SEC on December 23,
1996). --
4.3 By-laws of the Company (incorporated by reference to
Registration Statement on Form 10-SB filed with the SEC of
November 25, 1996).
--
4.4 Form of Common Share Certificate (incorporated by reference to
Registration Statement on Form 10-SB filed with the SEC on November
25, 1996). --
5 Opinion of Beach, Hepburn as to the legality of the securities offered. II-7
23.1 Consent of Beach, Hepburn (included in Exhibit No. 5) II-7
23.2 Consent of McGovern, Hurley, Cunningham II-9
24 Powers of Attorney (included on page II-5 of the Registration Statement) --
- --------------------
</TABLE>
ll-6
BEACH, HEPBURN
Barristers & Solicitors
36 TORONTO STREET, SUITE 1000
TORONTO, ONTARIO M5C 2C5 TELEPHONE (416) 350-3500
FAX (416) 350-3510
January 18, 1999
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-3
---------------------------------------
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-3 (the "Registration Statement") to be filed
under the Securities Act of 1933, as amended (the "Securities Act"), for the
registration of common shares (the "Common Shares") of the Corporation for sale
by the Corporation.
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 considered 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.
We are solicitors qualified to carry on the practice of law in the
Province of Ontario only. We express no opinion as to any laws, or matters
governed by any laws, other than the laws of the Province of Ontario and the
federal laws of Canada applicable therein as such laws exist on the date hereof.
Based upon and subject to the foregoing, we are of the opinion that,
following approval by the board of directors of the Corporation (the "Board") of
resolutions authorizing the issue of Common Shares subject to the Registration
Statement and each transaction in which Common Shares subject to the
Registration Statement are issued, the issue of such Common Shares and receipt
of cash consideration deemed sufficient by the Board for the issue of such
ll-7
<PAGE>
Common Shares, the Common Shares that are issued and are subject to the
Registration Statement will be legally issued as fully paid and non-assessable
shares.
We hereby consent to the reference to our firm under "Legal Matters" in
the Prospectus which constitutes a part of the Registration Statement to the
filing of this opinion as an exhibit to the Registration Statement.
Yours truly,
/s/ BEACH, HEPBURN
------------------
BEACH, HEPBURN
BEACH, HEPBURN
Barristers & Solicitors
36 TORONTO STREET, SUITE 1000
TORONTO, ONTARIO M5C 2C5 TELEPHONE (416) 350-3500
FAX (416) 350-3510
January 18, 1999
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-3
---------------------------------------
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-3 (the "Registration Statement") to be filed
under the Securities Act of 1933, as amended (the "Securities Act"), for the
registration of common shares (the "Common Shares") of the Corporation for sale
by the Corporation.
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 considered 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.
We are solicitors qualified to carry on the practice of law in the
Province of Ontario only. We express no opinion as to any laws, or matters
governed by any laws, other than the laws of the Province of Ontario and the
federal laws of Canada applicable therein as such laws exist on the date hereof.
Based upon and subject to the foregoing, we are of the opinion that,
following approval by the board of directors of the Corporation (the "Board") of
resolutions authorizing the issue of Common Shares subject to the Registration
Statement and each transaction in which Common Shares subject to the
Registration Statement are issued, the issue of such Common Shares and receipt
of cash consideration deemed sufficient by the Board for the issue of such
ll-7
<PAGE>
Common Shares, the Common Shares that are issued and are subject to the
Registration Statement will be legally issued as fully paid and non-assessable
shares.
We hereby consent to the reference to our firm under "Legal Matters" in
the Prospectus which constitutes a part of the Registration Statement to the
filing of this opinion as an exhibit to the Registration Statement.
Yours truly,
/s/ BEACH, HEPBURN
------------------
BEACH, HEPBURN
ll-8
JG/jd
[Letter Head of McGovern, Hurley, Cunningham]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-3 filed by Altair International Inc. ("Altair"), pertaining to 1,500,000
common shares of Altair to be offered by Altair, of our report dated March 18,
1998 appearing in the Annual Report on Form 10-K of Altair International Inc.
for the year ended December 31, 1997, as amended pursuant to Form 10- K/A filed
on May 18, 1998, and to references to our firm under the heading "Experts" in
the Prospectus which is a part of this Registration Statement.
McGovern, Hurley, Cunningham
/s/ McGovern, Hurley, Cunningham
--------------------------------
Chartered Accountants
North York, Canada
January 18, 1999
