Filed pursuant to Rule 424(b)(2)(c)
Registration No. 333-70763
Prospectus Supplement
to
Prospectus dated March 17, 1999
ALTAIR INTERNATIONAL INC.
300,000 Common Shares
150,000 Warrants
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This Prospectus Supplement supplements the Prospectus dated March 17, 1999
(the "Prospectus") of Altair International Inc. (the "Company") relating to the
offering and sale of 1,500,000 common shares of the Company (the "Shares") and
warrants to purchase up to 500,000 of the Shares (the "Warrants"). This
Prospectus Supplement relates to the offer and sale of 300,000 Shares and
150,000 Series J Warrants, each of which entitles the holder thereof to purchase
one Share at the price of $9.00 on or before March 19, 2002 (the "Series J
Warrants"). See "Warrants."
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The securities being offered pursuant to this Prospectus Supplement are
being placed by Northern Securities Inc. ("Northern Securities") and First
Security Van Kasper & Company ("First Security"). See "Plan of Distribution."
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Per Share/Unit1 Total
Purchase Price............................. $7.00 $2,100,000
Less Placement Agent Commissions2.......... $0.35 $ 105,000
Proceeds to the Company.................... $6.65 $1,995,000
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(1) The information presented in this table reflects the sale of 250,000 Shares
and 125,000 Series J Warrants in units consisting of one Share and on-half
Series J Warrant at a purchase price per unit of $7.00 and the sale of
50,000 Shares at a purchase price per Share of $7.00.
(2) Does not include the issuance by the Company to First Security of 25,000
Series J Warrants as additional remuneration for services rendered in
connection with the placement of 200,000 Shares and 125,000 Series J
Warrants.
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The common shares of the Company (the "Common Shares") are listed for
trading on the Nasdaq National Market under the symbol "ALTIF." On March 16,
1999, the last reported sales price of Common Shares on the Nasdaq National
Market was $7.00 per share.
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Consider carefully the risk factors beginning on page 6 in the Prospectus before
investing in the securitie being sold with this Prospectus Supplement.
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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 the Prospectus and this Prospectus Supplement. Any
representation to the contrary is a criminal offense.
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The date of this Prospectus Supplement is March 19, 1999.
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<PAGE>
This Prospectus Supplement should be read in conjunction with the
Prospectus, and this Prospectus Supplement is qualified in its entirety by
reference to the Prospectus except to the extent that the information contained
herein modifies or supersedes the information contained in the Prospectus.
Capitalized terms used in this Prospectus Supplement and not otherwise defined
herein shall have the same meaning specified in the Prospectus.
PLAN OF DISTRIBUTION
The section of the Prospectus entitled "Plan of Distribution" is
supplemented by the following specific information about the offering to which
this Prospectus Supplement relates:
Northern Securities has been engaged to act in good faith to place up to
100,000 Shares and up to 50,000 Series J Warrants at the price of $7.00 per unit
of one Share and one-half Series J Warrant. First Security has been engaged to
act in good faith to place up to 150,000 Shares and up to 75,000 Series J
Warrants at the price of $7.00 per unit of one Share and one-half Series J
Warrant and up to 50,000 Shares at the price of $7.00 per Share.
Pursuant to a previously existing agency agreement, as modified
specifically for the offering contemplated by this Prospectus Supplement,
Prudential Securities Incorporated ("Prudential") is entitled to a $.0875 (1
3/4% of the purchase price per Share/unit) commission on the sale of the
Securities. With respect to Securities to be offered and sold by Northern
Securities pursuant to this Prospectus Supplement, the Company will remit to
Prudential a commission of $.0875 (1 3/4% of the purchase price per Share/unit)
and will remit to Northern Securities a commission of $.2625 (3 1/4% of the
purchase price per Share/unit).
With respect to securities be offered and sold by First Security pursuant
this Prospectus Supplement, the Company will remit to Prudential a commission of
$.0875 (1 3/4% of the purchase price per Share/unit) and will remit to First
Security a commission of $.2625 (3 1/4% of the purchase price per Share/unit).
In addition, with respect to 50,000 of the Shares to be offered and sold by
First Security pursuant to this Prospectus, the Company will remit to First
Security one-half of a Series J Warrant.
The Company has agreed to indemnify Prudential against civil liabilities,
including liabilities under the Securities Act, or to contribute with respect to
payments which Prudential may be required to make with respect to such
liabilities.
DESCRIPTION OF WARRANTS
The section of the Prospectus entitled "Warrants" is supplemented by the
following specific information about the Series J Warrants to which this
Prospectus Supplement relates:
The Series J Warrants to be offered and sold under this Prospectus
Supplement will be issued under a Series J Warrant Certificate between the
Company and each Series J Warrant holder. Each Series J Warrant entitles the
holder thereof to purchase one Share at the exercise price of $9.00 on or before
5:00 p.m. (Mountain Standard Time) on or before the earlier of (i) March 19,
2002, and (ii) the date thirty days following the fifth day (whether or not
consecutive) the closing price of the Common Shares on the Nasdaq National
Market equals or exceeds U.S. $14.00. The holder of a Series J Warrant may
exercise such Warrant by delivering to the Company at its principal office the
Series J Warrant Certificate, the Subscription Form attached thereto, and cash
or certified check in an amount equal to the exercise price multiplied by the
number of Series J Warrants being exercised. Each Series J Warrant is freely
assignable, subject to the restrictions of applicable federal, Canadian, state,
and provincial securities laws. The Series J Warrants provide for the adjustment
of the number of Shares subject thereto and the exercise price in the event of a
stock split, stock dividend, merger, consolidation, or similar event.
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<PAGE>
DILUTION
The section of the Prospectus entitled "Dilution" is supplemented by the
following information about the offering to which this Prospectus Supplement
relates:
The net tangible book value (deficit) of the Company at December 31, 1998
was $4,853,926 or approximately $.32 per Share. Net tangible book value
(deficit) of the Company is the value of all tangible assets, less the value of
all liabilities. Net tangible book value (deficit) per Share is the net tangible
book value (deficit) of the Company divided by the number of Shares issued and
outstanding.
If all of the Shares and Series J Warrants to which this Prospectus
Supplement relates are sold, and all Series J Warrants are exercised, the net
tangible book value (deficit) of the Company would be $8,191,831 or
approximately $.52 per share at December 31, 1998, resulting in an immediate
increase in net tangible book value of $3,337,905 or approximately $.20 per
Share to existing shareholders and an immediate dilution of approximately $6.89
per Share to purchasers. The following table illustrations dilution on a per
Share and per offering basis:
<TABLE>
<CAPTION>
Per Per Offering
Unit/Share
<S> <C> <C>
Offering price1......................................................... $7.00 $2,100,000
Exercise of 150,000 Series J Warrants @ $9.00........................... $9.00 $1,300,000
Net tangible book value (deficit)....................................... $.32 $4,853,926
Increase attributable to purchase by new investors 2.................... $.20 $3,337,905
Pro froma net tangible book value (deficit) after the offering 3........ $.52 $8,191,831
Pro forma net tangible book value dilution to new investors 4........... $6.89 $3,214,074
</TABLE>
(1) Reflects the sale of 250,000 Shares and 125,000 in units consisting of one
Share and one-half Series J Warrant at a purchase price per unit of $7.00
and the sale of 50,000 shares at a purchase price per share of $7.00
(2) After deduction of selling commissions and estimated offering expenses
totaling $112,095.
(3) Assumes that the number of Common Shares outstanding as of December 31,
1998 was 15,174,915 and that all 300,000 Shares and 150,000 Series J
Warrants to which this Prospectus Supplement relates are sold and that all
of the Series J Warrants are exercised. Does not reflect the possible
issuance of up to 1,980,000 Common Shares upon the exercise of issued and
outstanding stock options.
(4) Dilution represents the difference between the amount paid by investors and
the pro forma net tangible book value after the offering contemplated by
this Prospectus Supplement.
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We have not authorized any dealer,
salesperson or other person to give any
information or represent anything not contained
in this Prospectus. This Prospectus Supplement 1,500,000 Common Shares
does not offer to sell or buy any securities in 500,000 Warrants
any jurisdiction where it is unlawful. The
information in this Prospectus Supplement is
current as of March 19, 1999.
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ALTAIR
INTERNATIONAL INC.
SUMMARY
TABLE OF CONTENTS COMMON SHARES
WARRANTS
(For a more detailed Table of Contents, see page
2 of the Prospectus)
Prospectus Supplement
Page
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Plan of Distribution........................S-2 ___________________
Warrants....................................S-2
Dilution....................................S-3 Prospectus Supplement
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Prospectus
Page
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Table of Contents.............................2
About this Prospectus.........................4
Prospectus Summary............................4
Forward-Looking Statements....................6
Price Range of Common Shares.................19
Use of Proceeds..............................21
Dilution.....................................21
Plan of Distribution.........................21
Legal Matters................................23
Experts......................................23
Incorporation of Certain Documents by Reference
.............................................23
Where You Can Find More Information..........24
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March 19, 1999
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