Current Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (date of earliest event reported):
June 1, 2006
Altair
Nanotechnologies Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Canada
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1-12497
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33-1084375
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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204
Edison Way
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Reno,
NV
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89502
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number, Including Area Code:
(801)
858-3750
N/A
(Former
name, former address, and formal fiscal year, if changed since last
report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act
(17
CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)
Item
1.01 Entry into a Material Definitive Agreement.
As
June
1, 2006, Altair Nanotechnologies Inc. (together with its operating subsidiaries,
the "Company") promoted Bruce J. Sabacky to Chief Technology Officer of the
Company and, in connection therewith, entered into an employment agreement
with
Mr. Sabacky.
Under
the
employment agreement, Mr. Sabacky is entitled to a minimum base salary equal
to
his base salary as of December 31, 2005, a bonus equal to up to 60% of his
base
salary and standard health and other benefits. If Mr. Sabacky’s employment is
terminated by the Company prior to June 1, 2008 without cause or by Mr. Sabacky
with good reason, other than in connection with a change of control, Mr. Sabacky
is entitled to a severance benefit equal to his base salary and health benefits
for one year. If Mr. Sabacky’s employment is terminated by the Company prior to
June 1, 2008 without cause or by Mr. Sabacky with good reason, and in either
case 90 days before or within one year after a change of control, Mr. Sabacky
is
entitled to a severance benefit equal to his base salary and health benefits
for
18 months. Mr. Sabacky is not entitled to any severance if his employment is
terminated after June 1, 2008 or at any time by the Company with cause or by
Mr.
Sabacky without good reason. The employment agreement also includes terms
related to the assignment of inventions to the Company, protection of
confidential information, and a 24-month non-competition and non-solicitation
covenants.
The
description of the employment agreement set forth above is, by its nature,
a
summary description and omits certain detailed terms set forth in the underlying
agreement. The summary set forth above is qualified by the terms and conditions
of the agreement attached as Exhibit 10.1 to this Current
Report.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
June
1, 2006, the Board of Directors of the Company appointed Pierre Lortie as a
member of the Board of Directors of the Company. Mr. Lortie was also appointed
as Chairman of the Compensation Committee of the Board of
Directors.
Item
7.01 Regulation FD Disclosure.
On
June
6, 2006, the Company issued a press release entitled “Altair Nanotechnologies
Appoints a New Board Member and New Chief Technology Officer.” A copy of the
press release is filed as Exhibit 99.1 to this Form 8-K.
The
information in Item 7.01 of this Form 8-K (including exhibit 99.1) shall not
be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
in
any filing made by the Company under the Securities Act of 1933, as amended,
or
the Exchange Act, except as expressly set forth by specific reference in such
a
filing.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
10.1
Employment Agreement with Bruce Sabacky
99.1
Press Release issued by the Company dated June 6, 2006
SIGNATURES
Pursuant
to the requirements of the Securities Exchange of 1934, the registrant has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Altair
Nanotechnologies Inc. |
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| Dated:
June 7, 2006 |
By: |
/s/ Edward
Dickinson |
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Edward
Dickinson
Chief
Financial Officer
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