As filed with the Securities and Exchange Commission on February 26, 1999
Registration No. 333-70763
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO 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)
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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: |_|
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CALCULATION OF REGISTRATION FEE
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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> <C>
Common Shares, no par value.............. 1,500,000(2) $7.9375 $11,906,250 $3,572 (3)
Warrants (4) ............................ 500,000 -- --
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(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 February
22, 1999.
(2) Includes 500,000 Common Shares issuable upon the exercise of warrants
registered hereunder.
(3) Of this amount, $3,094 was previously paid on January 19, 1999.
(4) Warrants to purchase up to 500,000 of Common Shares, registered hereunder.
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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[GRAPHIC OMITTED]
ALTAIR INTERNATIONAL INC.
1,500,000 Common Shares
500,000 Warrants
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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") and warrants to purchase up to 500,000 of the
Shares (the "Warrants"; collectively with the Shares, the "Offered Securities").
The common shares of Altair (the "Common Shares") are listed for trading on the
Nasdaq National Market under the symbol "ALTIF." On February 22, 1999, the last
reported sales price of Common Shares on the Nasdaq National Market was $8.00
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 Offered Securities, amount of proceeds,
commissions of and relationships with underwriters or placement agents, if any,
net proceeds, and other information we consider to be important, in a supplement
to this Prospectus.
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Consider carefully the risk factors beginning on page 7 in this Prospectus
before investing in the Offered Securities being sold with this Prospectus.
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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.
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<TABLE>
Dated February 26, 1999
TABLE OF CONTENTS
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Page
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ABOUT THIS PROSPECTUS.............................................................................................5
PROSPECTUS SUMMARY................................................................................................5
FORWARD-LOOKING STATEMENTS........................................................................................7
RISK FACTORS......................................................................................................7
Absence of Operating Revenues or Profits.....................................................................7
Possibility of Continuing Operating Losses...................................................................8
Risks Associated With Sufficiency and Price of Capital.......................................................8
Government Regulation........................................................................................9
Enforceability of Civil Liabilities Against Foreign Persons..................................................9
Dependence on Key Personnel.................................................................................10
Acquisition Risks...........................................................................................10
Possible Issuance of Substantial Amounts of Additional Shares Without Stockholder Approval
.......................................................................................................10
Volatility of Stock Price...................................................................................11
Shares Eligible for Future Sales............................................................................11
Absence of Dividends........................................................................................12
Capacity Limitations of the Series 12 Jig...................................................................12
Testing Status of the Series 30 Jig--Mineral Sands Processing...............................................12
Testing Status of the Series 30 Jig--Coal Washing...........................................................13
Risks Upon Completion of Testing............................................................................13
Competition From Alternative Technologies...................................................................14
Spirals and Cones.......................................................................................14
Froth Flotation Devices.................................................................................14
Heavy Media Separation..................................................................................14
Competition From Other Jig-like Products....................................................................15
Dependence on Commodities Markets...........................................................................15
Dependence on Third Party Manufacturers.....................................................................15
Patents for the Centrifugal Jig.............................................................................16
Exploratory Stage of Development --Tennessee Mineral Property...............................................16
Uncertainty of Obtaining Environmental Permits for the Tennessee Mineral Property...........................17
Exploratory Stage of Development--California Mineral Property...............................................17
Uncertainty of Obtaining Environmental Permits for the California Mineral Property..........................18
Absence of Detailed Plans for the Mineral Properties........................................................18
Environmental Liability.....................................................................................19
PRICE RANGE OF COMMON SHARES.....................................................................................20
United States...........................................................................................20
Canada ...............................................................................................21
USE OF PROCEEDS..................................................................................................22
</TABLE>
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<TABLE>
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DILUTION.........................................................................................................22
PLAN OF DISTRIBUTION.............................................................................................22
Placement Agents............................................................................................22
Underwriters................................................................................................22
Direct Sales................................................................................................22
General Information.........................................................................................23
DESCRIPTION OF WARRANTS..........................................................................................23
LEGAL MATTERS....................................................................................................24
EXPERTS..........................................................................................................24
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................................................................24
WHERE YOU CAN FIND MORE INFORMATION..............................................................................25
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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 Offered Securities in one or
more offerings. This Prospectus provides you with a general description of
Altair, certain risk factors associated with investment in the Offered
Securities, 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 24 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 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, sized from 100 to 400 mesh, which
are not presently recoverable using conventional techniques. ("Mesh" refers to
the openings or, spaces in a screen, and the value (size) of mesh is given as
the number of openings per linear inch.). 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.
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
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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
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Common Shares offered by the Company........... 1,500,000
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Warrants to purchase Common Shares 500,000
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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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Risk Factors................................... You should read the "Risk Factors," beginning
on page 7, as well as other cautionary
statements throughout this Prospectus, before
investing in the Offered Securities.
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</TABLE>
(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.
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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 noted in this section and
other cautionary statements throughout this Prospectus, any prospectus
supplement, and the Company's periodic filings with the SEC that are
incorporated herein by reference. 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 this
Prospectus, a prospectus supplement, or any applicable filings materializes, or
any other 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 described under "Risk Factors,"
including those 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 Properties and
uncertainties regarding the Company's ability to obtain capital sufficient to
continue its operations and pursue its proposed business strategy.
RISK FACTORS
Before you invest in the Shares offered with this Prospectus, you should be
aware that such investment involves the assumption of various risks, including
those described below. You should consider carefully these risk factors together
with all of the other information included in this Prospectus before you decide
to purchase the Shares.
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Risk Factors Related to the Company Generally
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Absence of Operating Revenues or Profits.
The Company is a development stage company. To date, the Company has
not generated revenues from operations or realized a profit. The Company is
presently investing substantial resources in the testing and development of the
Jig and the exploration of the Tennessee Mineral Property. The Company intends
to begin initial testing on the California Mineral Property. There can be no
assurance that the Jig, the Tennessee Mineral Property, the California Mineral
Property, or any other project undertaken by the Company will ever enable the
Company to generate revenues or that the Company will at any time realize a
profit from operations.
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Possibility of Continuing Operating Losses.
The Company has experienced a loss from operations in every fiscal year
since its inception. The Company's losses from operations in 1997 were
$1,831,471 and its losses from operations in the first nine months of 1998 were
$1,534,714. Consistent with its history, the Company expects to continue
experiencing a net loss from operations throughout the remainder of 1998 and
into 1999. The Company will continue to experience a net operating loss until,
and if, the Jig and/or the Mineral Properties begin generating revenues for the
Company. Even if the Jig or the Mineral Properties begin generating revenues,
such revenues may not exceed the costs of production. Accordingly, the Company
cannot provide assurance that it will ever realize a profit from operations.
Risks Associated With Sufficiency and Price of Capital.
The Company's existing capital may prove insufficient to complete
testing and development of the Jig or exploration of the Mineral Properties.
This insufficiency may be caused by numerous factors, including, without
limitation, unanticipated expenses associated with developing the Jig or
exploring the Mineral Properties, the Company's inability to locate and reach an
agreement with a company willing to manufacture the Jig at a reasonable price,
or the need for a radical change in the design of the Jig.
If the Company determines to construct and operate a mine on the
Tennessee Mineral Property or the California Mineral Property, the Company's
existing capital will be inadequate to complete construction of the mine. In
addition, the Company may need additional capital for necessary or discretionary
acquisitions of equipment, properties, intellectual property rights or
companies. General and industry market factors or other unforeseen events may
also affect the Company's use of and need for capital.
If the Company needs additional capital, it may not to be able obtain
the amount of additional capital needed or may be forced to pay an extremely
high price for capital. Factors affecting the availability and price of capital
may include, without limitation, the following:
o market factors affecting the availability and cost of capital generally;
o the performance of the Company;
o the size of the Company's capital needs;
o the market's perception of mining, technology, and or minerals stocks;
o the economics of projects being pursued; and
o industry perception of the Company's ability to recover minerals with
the Jig or otherwise.
If the Company is unable to obtain sufficient capital or is forced to pay a high
price for capital, the Company may be unable to complete testing and production
of the Jig, exploration and development of the Mineral Properties, or otherwise
pursue and fully exploit existing or future development opportunities. In
addition, because of their size, resources, history and other factors, certain
competitors of the Company may have better access to capital than the Company
and, as a result, may be able to exploit opportunities more easily or thoroughly
than the Company.
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Government Regulation.
The Company's exploration of the Mineral Properties and testing of the
Jig are--and any future testing, construction or mining activities of the
Company will be--subject to a number of federal, state, and local laws and
regulations concerning mine and machine safety and environmental protection.
Such laws include, without limitation, the Clean Air Act, the Clean Water Act,
the Resource Conservation and Recovery Act, and the Comprehensive Environmental
Response Compensation Liability Act. Such laws require that the Company take
steps to, among other things, maintain air and water quality standards, protect
threatened, endangered and other species of wildlife and vegetation, preserve
certain cultural resources, and reclaim exploration, mining and processing
sites. These laws are continually changing and, as a general matter, are
becoming more restrictive.
Compliance with federal, state, or local laws and regulations
represents a small part of the Company's present budget; nevertheless, continued
compliance may be extremely costly, especially if the Company actually commences
mining operations on the Tennessee Mineral Property or the California Mineral
Property. If the Company fails to comply with any such laws or regulations, a
government entity may levy a fine on the Company or require the Company to take
costly measures to ensure compliance. Any such fine or expenditure may adversely
affect the Company's development.
Enforceability of Civil Liabilities Against Foreign Persons.
The Company is an Ontario corporation, and a majority of its directors
are residents of Canada. In addition, certain of the Company's experts
(including its principal accountants and Canadian legal counsel) are located in
Canada. As a result, investors may be unable to effect service of process upon
such persons within the United States and may be unable to enforce court
judgments against such persons predicated upon civil liability provisions of the
United States securities laws. It is uncertain whether Canadian courts would (i)
enforce judgments of United States courts obtained against the Company or such
directors, officers or experts predicated upon the civil liability provisions of
United States securities laws or (ii) impose liability in original actions
against the Company or its directors, officers, or experts predicated upon
United States securities laws.
Dependence on Key Personnel.
The continued success of the Company will depend to a significant
extent on the services of Dr. William P. Long, President and Chief Executive
Officer of the Company, and Mr. C. Patrick Costin, Vice President of the Company
and President of Fine Gold and Mineral Recovery Systems, Inc., two of the
Company's subsidiaries. The loss or unavailability of Mr. Long or Mr. Costin
could have a material adverse effect on the Company. The Company does not carry
key man insurance on the lives of such key officers.
In addition to the individuals identified above, the Company employs a
Vice President of Marketing, Director of Finance, controller, senior process
engineer, technician, metallurgist, geologist, and administrative assistant. The
Company has no other employees. Aside from Dr. Long, Mr. Costin, the Vice
President of Marketing, and the Director of Finance, the Company has no
employment agreements with any of its personnel. Competition for such personnel
is intense, and the Company can provide no assurance that it will be able to
attract and maintain all personnel necessary for the development and operation
of its business.
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Acquisition Risks.
The Company is currently evaluating, and plans to continue to evaluate,
licensing or acquiring additional mining products or properties. The Company
also plans to remain open to acquiring, or developing strategic relations with,
other companies that have products, manufacturing capabilities, or other
qualities that are compatible with the Company's business objectives. The
Company must compete for attractive acquisition or strategic alliance candidates
with numerous other companies, many of whom have significantly greater financial
and technological resources than the Company. In addition, to the extent the
Company is in a competitive position, it may fail to identify or consummate
acquisition or strategic alliance opportunities.
Even if the Company identifies and completes such alliances,
consummation thereof may require the Company to incur additional debt, amortize
expenses related to goodwill and intangible assets, or issue dilutive equity
securities, all of which could adversely affect the Company's operating results
or financial condition. In addition, a failure by the Company to integrate its
operations with that of an ally or acquisition target may adversely affect
operating results. Disruptions in operations are likely to be especially severe
during the fiscal quarters immediately following any acquisition or alliance
transaction, while the operations of the acquired or combined business are being
integrated into the Company's operations.
Possible Issuance of Substantial Amounts of Additional Shares Without
Stockholder Approval.
The Company's Articles of Incorporation authorize the issuance of an
unlimited number of Common Shares. All such shares may be issued without any
action or approval by the
Company's stockholders. In addition, the Company has two stock option plans
which have potential for diluting of the ownership interests of the Company's
stockholders. The issuance of any additional Common Shares would further dilute
the percentage ownership of the Company held by existing stockholders.
Volatility of Stock Price.
The Common Shares were listed on the Alberta Stock Exchange up through
April 23, 1998 and have been listed on the Nasdaq National Market since January
26, 1998. Between March 24, 1997 and January 23, 1998, the Common Shares were
listed on the Nasdaq SmallCap Market. Trading in the Common Shares has been
characterized by a high degree of volatility. See "Price Range of Common Stock."
Trading in the Common Shares may continue to be characterized by extreme
volatility for numerous reasons, including the following:
o The continued absence of any revenues from the Jig;
o Uncertainty regarding the viability of mining the Tennessee Mineral
Property or the California Mineral Property;
o Continued dominance of trading in the Common Shares by a small number
of firms;
o Positive or negative announcements by the Company or its competitors;
o Industry trends, general economic conditions in the United States or
elsewhere, or markets for equity securities, minerals, and commodities;
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o The announcement of financial or research and development results that
differ from analyst and investor expectations, regardless of the health
of the Company;
o Significant changes in future prospects of the Company; and
o Speculation by short sellers of the Common Shares or other persons who
stand to profit from a rapid increase or decrease in the price of the
Common Shares.
Shares Eligible for Future Sales.
The resale of "restricted securities" as well as securities held by
"affiliates" of the Company, is generally subject to the provisions of Rule 144
("Rule 144") promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). In general, under Rule 144 as currently in effect, a person
(or persons whose shares are aggregated) who has beneficially owned restricted
securities for at least one year (including the holding period of any prior
owner except an affiliate of the Company), including persons who may be deemed
affiliates of the Company, would be entitled to sell within any three-month
period a number of Common Shares that does not exceed the greater of 1% of the
number of Common Shares then outstanding or the average weekly trading volume of
the Common Shares during the four calendar weeks preceding the filing of a Form
144 with respect to such sale. In addition, a person who is not deemed to have
been an affiliate of the Company at any time during the 90 days preceding a
sale, and who has beneficially owned the Common Shares proposed to be sold for
at least two years (including the holding period of any prior owners except an
affiliate of the Company), would be entitled to sell such shares under Rule
144(k) without regard to the requirements described above. The Company is unable
to predict the effect that future sales under Rule 144 may have on the then
prevailing market price of the Common Shares.
In addition, shares issued upon exercise of options granted pursuant to
the Company's employee stock option plans are presently registered under the
Securities Act. Subject to certain restrictions on resale by affiliates, such
shares may be sold without restriction. The sale of any substantial number of
Common Shares will have a depressive effect on the market price of the Common
Shares
Absence of Dividends.
The Company has never declared or paid dividends on the Common Shares.
Moreover, the Company currently intends to retain any future earnings for use in
its business and, therefore, does not anticipate paying dividends on the in the
Common Shares in the foreseeable future.
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Risk Factors Primarily Related to Development of the Jig
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Capacity Limitations of the Series 12 Jig.
To date, the Company has developed and tested a lower-capacity Series
12 Jig and a higher-capacity Series 30 Jig. Test results on the Series 12 Jig,
designed to be capable of processing approximately 120 tons of solids per day,
suggest that commercial use of the Series 12 Jig is technically feasible.
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Nevertheless, the designed capacity of the Series 12 Jig is too small for coal
washing, heavy minerals extraction, and most other intended applications of the
Jig, except use in small placer gold mines or similar operations. Even if the
Series 12 Jig performs to design specifications in subsequent tests or at a
commercial facility, the Company believes that, because of its small capacity,
the potential market for the Series 12 Jig is limited.
Testing Status of the Series 30 Jig--Mineral Sands Processing.
The Series 30 Jig is designed to process approximately 500 tons of
solids per day. The Company believes that this designed capacity is sufficient
for heavy mineral sands processing and many other intended commercial
applications. Having completed an initial set of tests on the Series 30 Jig at a
heavy minerals sand processing facility in Northern Florida, the Company hopes
that it can begin marketing the Series 30 Jig for heavy mineral sands recovery
during 1999. Nevertheless, the Company can provide no assurance that it will
actually begin marketing the Series 30 Jig during 1999; that the Company will be
successful in its efforts to market the Series 30 Jig or that the Series 30 Jig
will prove attractive to potential end users. Even if the Company is successful
in marketing the Series 30 Jig to end users, the Company can provide no
assurance that, once installed in uncontrolled operational environments, the
Series 30 Jig will prove efficient, durable, or cost-effective enough to satisfy
the expectations of end users. In addition, the introduction of new technologies
by competitors could render the Series 30 Jig or larger Jig models obsolete or
unmarketable or require costly alterations to make it marketable.
Testing Status of the Series 30 Jig--Coal Washing.
With respect to coal washing, the Series 30 Jig has not yet been tested
to evaluate its ability to operate at a commercial production facility. The
Company expects to have installed a Series 30 Jig at an independent coal
production facility during, 1999, and expects that testing will take a minimum
of six months. Depending upon the results of such testing, the Company hopes to
begin marketing the Series 30 Jig for coal washing within three months of the
date such testing is complete. Nevertheless, the test results may indicate that
the Series 30 Jig is not capable of processing the volume of coal it is designed
to process or capable of removing fine pyrite particles and ash from coal fines
with acceptable efficiency or with reasonable maintenance costs. If not, the
Company expects that marketing of the Series 30 Jig for coal washing will be
delayed. Moreover, even if the Series 30 Jig or larger Jig models perform to
design specifications in a controlled test in a production facility, the Series
30 Jig may not wash coal fines in a cost-effective manner outside the test
environment, prove sufficiently durable, or otherwise prove attractive to end
users. In addition, the introduction of new technologies by competitors could
render the Series 30 Jig or larger Jig models obsolete or unmarketable or
require costly alterations to make them marketable.
Risks Upon Completion of Testing.
Although test results from controlled tests on the Series 30 Jig
suggest that it is capable of separating valuable heavy minerals from mineral
sands and removing fine pyrite particles and ash from coal fines, the Series 30
Jig has not been operated as part of an actual commercial mineral processing or
coal production facility. When integrated into an actual commercial operations,
the Series 30 Jig:
o may not be able to process sand or coal at its design capacity;
o may not recover a commercially valuable end product at a commercial
viable rate when processing mineral sands or coal;
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o may break down frequently or otherwise be too costly to operate and
maintain;
o may be displaced or rendered obsolete by the introduction of competing
technologies or jigs and may be incompatible with developing mining or
extraction processes; and
o may be rendered obsolete by the absence of demand for heavy minerals,
coal, or other end products of processing.
Competition From Alternative Technologies.
The centrifugal jig process may not prove superior, either technically
or commercially, to alternative technologies. Various mineral processing
technologies perform many functions similar or identical to those for which the
Jig is designed. Minerals processing technologies are generally predicated on
the physical and chemical characteristics of the materials being processed. A
minerals processor may exploit contrasts in size, specific gravity, hardness,
magnetic susceptibility, electrical conductivity, and similar characteristics to
selectively extract and concentrate mineral constituents. Minerals processors
also exploit variations in chemical reactivity and molecular affinity to
selectively separate minerals.
The Jig competes in an arena in which particle specific gravity is the
primary criteria for particle segregation and capture. Competing technologies in
this arena include the following:
Spirals and Cones. To separate out valuable particles with a spiral or
cone, a mineral processor runs a sand-size feed slurried in water through a
tilted trough (spiral) or over a convex surface (cone). In this process,
fine-sized particles tend to "float" and not settle as quickly as larger
particles. The difference in settling speed permits the mineral processor
to separate out and extract the more valuable heavy particles. Spirals and
cones are most effective in feed sizes larger than 150 mesh.
Froth Flotation Devices. To separate minerals using a froth floatation
device, a processor introduces chemical agents into a pool of mixed
particles, which agents attach to certain sulfides. Once attached to the
chemical agents, the sulfides float to the surface. The froth flotation
method may be effective on particles as small as 200 mesh.
Heavy Media Separation. Heavy media separation is a process in which a feed
containing both dense and light particles is fed into a solution whose
specific gravity is midway between the particles to be separated. The light
particles float to the surface of the solution, while the heavy particles
sink. Heavy media separation is effective primarily in the removal of ash
from coal and in small scale analytic laboratory applications.
The Company believes that, in certain applications, the Jig may prove
more efficient, cost effective, or adaptable than spirals and cones, froth
flotation devices, or heavy media separation devices. Nevertheless, results from
further tests or actual operations may reveal that these alternative
technologies are better adapted to any or all of the uses for which the Jig is
intended. Moreover, regardless of test results, consumers may view any or all of
such alternative technologies as technically superior to, or more cost effective
than, the Jig.
14
<PAGE>
Competition From Other Jig-like Products.
The Company believes that the Jig currently faces several forms of
competition in the commercial segregation of dense particles contained in feeds
between 150 and 400 mesh, including the Kelsey Jig and the Knelsen batch
concentrator unit, which are currently being used worldwide. As of mid-1995,
according to the Kelsey jig's manufacturer, Geologics Pty. Ltd., 36 Kelsey jigs
were in service at 28 sites worldwide, including two machines at one site in the
United States. Knelsen units have been installed in various mining applications,
primarily gold, throughout the world. Competitors, many of whom may have
significant capital and resources, may develop, or be in the process of
developing, superior or less expensive alternatives to the Jig.
Dependence on Commodities Markets.
If the Jig is successfully developed and manufactured, the Company
intends to use the Jig, or lease the Jig for use, to separate and recover
valuable, heavy mineral particles. Active international markets exist for gold,
titanium, zircon, and many other minerals potentially recoverable with the Jig.
Prices of such minerals fluctuate widely and are beyond the control of the
Company. A significant decline in the price of minerals capable of being
extracted by the Jig could have significant negative effect on the value of the
Jig. Similarly, a significant decline in the price of minerals being produced or
expected to be produced on either or both of the Mineral Properties could have a
significant negative effect on the viability of a mine or processing facility on
either such property. In addition, because the Company intends to market the Jig
primarily to mining companies, a general economic downturn in the mining or
mineral industries may have a material adverse effect on the Company.
Dependence on Third Party Manufacturers.
The Company currently contracts on a per-unit basis with a machine shop
located in central Tennessee for assembly of the Jig but has no long-term
contract with such entity. If the Company completes testing of the Jig and
develops a final production model, the Company does not currently have the
know-how or resources to establish its own manufacturing facility. Management is
considering options for manufacture of the Jig, including manufacturing under a
long-term contract or through an exclusive licensing arrangement or joint
venture. The Company may not be able to obtain adequate manufacturing capacity.
Moreover, even if a manufacturer is found, it may not be able to
cost-effectively produce affordable, high-quality units capable of sustaining
continuous operations with low maintenance costs in a production environment.
Patents for the Centrifugal Jig.
The Company has obtained initial patents related to the Jig from the
United States, South Africa, United Kingdom, Australia, and Canada. Patent
applications are pending in Germany, France, and Japan. The Company has also
obtained a second series of patents related to a critical component of the Jig
in the United States, Australia, Canada, Great Britain, General European, and
South Africa. The Company filed an application in the United States seeking a
third patent for a critical component of the Jig on May 15, 1997 and has filed
applications in Canada and certain European nations.
The Company can provide no assurance that pending patent applications
will be granted. In addition, persons in countries in which the Company has not
patented the Jig or certain critical components may develop and market an
infringing product. The cost of enforcing patents outside of North America, as
well as other obstacles, may limit the Company's ability to enforce its patents
and keep infringing products out of the market for the Jig.
15
<PAGE>
- ------------------------------------------------------------------------
Risk Factors Primarily Related to Development of the Minerals Properties
- ------------------------------------------------------------------------
Exploratory Stage of Development --Tennessee Mineral Property.
The Tennessee Mineral Property is currently in the exploratory stage.
An independent consultant hired by the Company has completed a pre-feasibility
study on the Tennessee Mineral Property, which study concludes that sands on the
Tennessee Mineral property contain commercial quantities of heavy minerals. The
preliminary study further concludes that the sands can be economically mined to
produce commercial grade products and that established markets exist for such
products. Based on these results, the Company has determined to commence a
feasibility study of the Tennessee Mineral Property.
The feasibility study, commenced during August 1998, will involve the
actual design, pricing, and analysis of equipment and facilities that would be
used to mine the Tennessee Mineral Property. The Company expects that completion
of a feasibility study will take 12-18 months and that, if the feasibility study
suggests that cost-effective mining of the Tennessee Mineral Property is
feasible, a mine would not be operational for 24-36 months after completion of
the study. The pre-feasibility testing or the feasibility study may indicate
that the Tennessee Mineral Property does not contain minable quantities of heavy
minerals or that such deposits are not amenable to large-scale, low-cost mining,
as contemplated by the Company. Even if the testing and studies suggest that
mining is economically feasible on the Tennessee Mineral Property, the Company
can provide no assurance that it will be able to obtain the capital, resources,
and permits necessary to mine the Tennessee Mineral Property. Moreover, market
factors, such as a decline in the price of, or demand for, minerals recoverable
at the Tennessee Mineral Property, may adversely affect the development of
mining operations on such property.
Uncertainty of Obtaining Environmental Permits for the Tennessee Mineral
Property.
In order to begin construction and mining on the Tennessee Mineral
Property, the Company may have to obtain a number of federal, state, and local
permits, none of which the Company has obtained. Because the Company has not yet
commenced design of a mining facility on the Tennessee Mineral Property, the
Company is not in a position to definitively ascertain which federal, state and
local mining and environmental laws or regulations would apply to a mine on the
Tennessee Mineral Property. Nevertheless, the Company anticipates that
compliance with the Clean Air Act, the Clean Water Act, the Resource
Conservation and Recovery Act, and the Comprehensive Environmental Response
Compensation Liability Act would be necessary if the Company determined to
commence construction and operation of a mine on the Tennessee Mineral Property.
See "--Government Regulation."
In addition to these federal laws and regulations, the Company
anticipates that, if the Tennessee Mineral Property is developed, the Company
will be required to obtain a surface mining permit from the State of Tennessee
under the Tennessee Mineral Surface Mining Law of 1972. The application for such
a permit must be preceded by public notice and must include, among other things,
a filing fee, a reclamation and revegetation plan, and a bond to cover the costs
of reclamation. Moreover, although the Company cannot yet determine what the
water needs or discharge levels of a mine on the Tennessee Mineral Property
would be, the Company anticipates that it will be required to obtain a water
discharge permit under the Tennessee Water Quality Control Act. The Company can
provide no assurance that it will be able to obtain the federal and state
permits necessary to construct and operate a mine on the Tennessee Mineral
Property.
16
<PAGE>
Exploratory Stage of Development--California Mineral Property.
During October 1998, Altair obtained an option to acquire leasehold
rights to the California Mineral Property and immediately commenced initial
testing of the stockpiles located on such property. Such initial testing
involves drilling holes to collect samples for use in defining the stockpile
base and, assuming the analysis of such samples yields favorable results,
conducting experiments regarding the ease with which constituent heavy
minerals--particularly ilmenite--can be separated out and extracted. If such
initial tests suggest that valuable heavy minerals can be cost effectively
extracted, Altair plans to begin designing and pricing the equipment necessary
to process minerals on the California Mineral Property. Assuming Altair is able
to design and obtain all necessary equipment at a reasonable price and in a
timely manner, Altair anticipates that mineral processing operations on the
California Mineral Property could commence as early as the end of 1999 or the
first quarter of 2000. Nevertheless, the initial testing may reveal that the
stockpiles on the California Mineral Property do not contain a sufficient volume
or density of heavy minerals or that constituent valuable heavy minerals can not
be cost effectively extracted. Even if the testing suggests that mineral
processing is economically feasible, Altair may be unable to obtain necessary
equipment at the projected price, and the revenues generated by such mineral
processing may be insubstantial. Moreover, the Company may be unable to obtain
the capital, resources, and permits necessary to process minerals on the
California Mineral Property, and market factors, such as a decline in the price
of, or demand for, minerals recoverable at the California Mineral Property, may
adversely affect the development of mineral processing operations on such
property.
Uncertainty of Obtaining Environmental Permits for the California Mineral
Property.
In order to begin processing the stockpiles on the California Mineral
Property, the Company may have to obtain a number of federal, state, and local
permits, none of which the Company has obtained. Because the Company has not yet
commenced design of a mineral processing facility, the Company is not in a
position to definitively ascertain which federal, state and local mining and
environmental laws or regulations would apply to a mineral processing facility
on the California Mineral Property. Nevertheless, the Company anticipates that
compliance with the Clean Air Act, the Clean Water Act, the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response
Compensation Liability Act, and applicable state and local laws would be
necessary if the Company determined to commence construction and operation of a
mineral processing facility on the California Mineral Property.
See "--Government Regulation."
Absence of Detailed Plans for the Mineral Properties.
The Company has not obtained sufficient mineral and economic
feasibility information to develop definitive plans with respect to the precise
design and nature of mining or processing operations, if any, on the Mineral
Properties. The specific details of such plans will largely determine the cost
and difficulty of complying with governing environmental and land use laws.
Significant factors the Company has not explored include the following:
o The Company has not commenced any of the environmental, cultural, and
other studies required by governing environmental and regulatory laws.
Such studies are designed to reveal the existence of factors that may
increase the cost and difficulty of obtaining necessary permits and
approvals.
o The Company has conducted only a limited review of state and local
environmental land use laws affecting the Mineral Properties to
determine what permits would be necessary to conduct mining or mineral
17
<PAGE>
processing operations on the Mineral Properties and/or what
restrictions may increase the cost of, or prevent, planned mineral
processing or mining activities. In general, land use and environmental
regulations are strict and may be cost prohibited.
o Absent definitive plans, the Company cannot ascertain the water needs
or discharge levels of mining or processing operations on Mineral
Properties, if any. Nevertheless, the Company anticipates that it will
be required to obtain a water discharge permit under applicable federal
and state water quality control laws.
Environmental Liability.
Any proposed mining or processing operation involving the Mineral
Properties or any other property acquired or operated by the Company will be
subject to federal, state, and local environmental laws. Under such laws, the
Company may be jointly and severally liable with prior property owners for the
treatment, cleanup, remediation, and/or removal of substances discovered on
either of the Mineral Properties or any other property used by the Company,
which are deemed by the federal and/or state government to be toxic or hazardous
("Hazardous Substances"). Courts or government agencies may impose liability
for, among other things, the improper release, discharge, storage, use,
disposal, or transportation of Hazardous Substances. The Company might use
Hazardous Substances and, although the Company intends to employ all reasonably
practicable safeguards to prevent any liability under applicable laws relating
to Hazardous Substances, Companies engaged in mineral exploration and processing
are inherently subject to substantial risk that environmental remediation will
be required.
18
<PAGE>
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 Low High
December 31, 1997:
--------------- ---------------
<S> <C> <C>
1st Quarter (beginning March 24, $8.5625 $12.25
1997)......................................
2nd Quarter................................ 4.75 9.625
3rd Quarter................................ 5.125 9.875
4th Quarter................................ 7.75 16.625
Fiscal 1998
1st Quarter (through January 23, $13.75 $15.625
1998)......................................
</TABLE>
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 February 22,
1999)...................................... $6.50 $10.25
</TABLE>
19
<PAGE>
The last sale price of the Common Shares, as reported on the Nasdaq National
Market, on February 22, 1999 was $8.00 per share. As of February 22, 1999, the
number of Common Shares outstanding was 19,174,915. 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.
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 Offered Securities, 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
20
<PAGE>
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.
Placement Agents
The Offered Securities may be sold through placement agents designated by
the Company. 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 Offered Securities, the Company
anticipates that the Offered Securities 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 Offered Securities 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 Offered Securities 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 Offered Securities 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 Offered
Securities may be sold in certain jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Offered
Securities 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.
21
<PAGE>
DESCRIPTION OF WARRANTS
The Company may issue Warrants to purchase up to 500,000 of the Shares.
Warrants may be issued independently or together with any Shares, and may be
attached to or separate from such Shares. Each series of Warrants will be issued
under a separate warrant agreement to be entered into between the Company and
the Warrant holder or a warrant agent. If a Warrant agent is designated, the
warrant agent will act solely as an agent of the Company in connection with the
Warrants of such series and will not assume any obligation or relationship of
agency or trust for or with any holders or beneficial owners of Warrants.
The prospectus supplement delivered in connection with any issuance of the
Warrants will describe the following additional terms of such Warrants: (i) the
title of such Warrants; (ii) the price or prices at which such Warrants will be
issued; (iii) the periods during which such Warrants are exercisable; (iv) the
number of Warrants issued, and to be issued, and the number of Shares for which
each Warrant is exercisable; (v) the exercise price for such Warrants, including
any changes to or adjustments in the exercise price; (vii) the currency or
currencies in which the exercise price of such Warrants may be payable; (viii)
if applicable, the number of Warrants issued with each Share; (ix) if
applicable, a discussion of United States and Canadian federal income tax
considerations; (x) any listing of the Warrants on a securities exchange; and
(xiv) any other terms of such Warrants, including terms, procedures and
limitations relating to the exchange and exercise of such Warrants.
22
<PAGE>
LEGAL MATTERS
The validity of the Offered Securities being offered hereby is being passed
upon for the Company by Beach, Hepburn, Ontario, Canada.
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.
23
<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 National Association of Securities
Dealers, 1735 K Street, N.W., Washington, D.C. 20006.
24
<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 500,000 Warrants
any securities in any jurisdiction where
it is unlawful. The information in this
Prospectus is current as of February 26,
1999.
_______________________ ALTAIR INTERNATIONAL INC.
SUMMARY COMMON SHARES
TABLE OF CONTENTS WARRANTS
(For a more detailed Table of Contents, see page 2)
Page
----
Table of Contents................................3
About this Prospectus............................5
Prospectus Summary...............................5 _______________
Forward-Looking Statements.......................7
Price Range of Common Shares....................20 Prospectus
Use of Proceeds.................................22 _______________
Dilution........................................22
Plan of Distribution............................22
Legal Matters...................................24
Experts.........................................24
Incorporation of Certain Documents by Reference.24
Where You Can Find More Information.............25
____________________ February 26, 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 Offered Securities 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..................................$ 3,572.00
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................................................$ 35,478.00
==================
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
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
II-1
<PAGE>
(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.
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,
II-2
<PAGE>
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 of the
Registration Statement).
Item 17. Undertakings.
(a) The undersigned Company 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;
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;
II-3
<PAGE>
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.
II-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
Amendment No. 1 to the 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 February 26, 1999.
ALTAIR INTERNATIONAL INC.
By /s/ William P. Long
--------------------------------------------
William P. Long
President and Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William P. Long President, Chief Executive Officer, and Director February 26, 1999
- ------------------------------------ (Principal Executive Officer and authorized
William P. Long representative of the Company in the United States)
/s/ C. Patrick Costin Vice President and Chief Financial Officer February 26, 1999
- ------------------------------------ (Principal Financial Officer and Principal
C. Patrick Costin Accounting Officer)
/s/ James I. Golla* Secretary and Director February 26, 1999
- ------------------------------------
James I. Golla
/s/ George E. Hartman* Director February 26, 1999
- ------------------------------------
George E. Hartman
/s/ Robert Sheldon * Director February 26, 1999
- ------------------------------------
Robert Sheldon
</TABLE>
* By: /s/ William P. Long
---------------------------------
William P. Long, Attorney-in-Fact
II-5
<PAGE>
ALTAIR INTERNATIONAL INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Regulation S-K Description Sequential System
Exhibit No. Page No.
- ---------------- ---------------------------------------------------------------------- ------------------
<S> <C> <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) #
23.2 Consent of McGovern, Hurley, Cunningham #
24 Powers of Attorney (included on page II-5 of the Registration Statement) #
- --------------------
</TABLE>
# Previously filed.
II-6
BEACH, HEPBURN
Barristers & Solicitors
36 TORONTO STREET, SUITE 1000
TORONTO, ONTARIO M5C 2C5 TELEPHONE (416) 350-3500
FAX (416) 350-3510
February 26, 1999
The Board of Directors of
Altair International Inc.
1725 Sheridan Avenue
Suite 140
Cody, Wyoming
82414
Dear Sirs/Mesdames:
Re: Amendment No. 1 to 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 Amendment
No. 1 to 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 and
warrants ("Warrants") to purchase the Common Shares.
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:
1. 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 the receipt of cash consideration deemed
sufficient by the Board for the issue of such 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.
2. Following approval by the Board of resolutions authorizing the issue
of Warrants subject to the Registration Statement and each transaction
in which Warrants subject to the Registration Statement are issued, the
issue of such Warrants, and the receipt of consideration deemed
II-7
<PAGE>
sufficient by the Board for the issue of such Warrants, the Warrants
that are issued and are subject to the Registration Statement will be
legally issued as fully paid and non-assessable Warrants.
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
JG/jd
II-8
