================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ AMENDMENT NO. 1 TO FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 14, 2005 (January 15, 2004) Altair Nanotechnologies Inc. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Province of Ontario, Canada 1-12497 None --------------------------------- --------------- ------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 204 Edison Way Reno, Nevada 89502 ------------------------------------------ ------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (775) 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) ================================================================================ EXPLANATORY NOTE This Amendment No. 1 to Form 8-K/A amends "Item 7. Financial Statements and Exhibits" (set forth herein as "Item 9.01 Financial Statements and Exhibits") on the Current Report on Form 8-K (the "Prior Form 8-K") filed by Altair Nanotechnologies Inc. on February 3, 2004. Exhibit 10.2 to the Prior Form 8-K contained a certain License Agreement for Altair TiO2 Pigment Technology (the "License Agreement"). Appendices I-VI to Exhibit A and Exhibit C to the License Agreement were inadvertently omitted from the Prior Form 8-K filing. This Amendment No. 1 to Form 8-K/A amends Exhibit 10.2 to the Prior From 8-K by filing the License Agreement with such previously omitted items. Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Exhibit Incorporated by Reference / Filed Hrewith -------------- -------------------------------------------------- --------------------------------------------- 10.1 Technology Investment Agreement dated January 8, Incorporated by reference to the Current 2004, between Titanium Metals Corporation and Report on Form 8-K filed on February 3, 2004 Altair Nanomaterials, Inc.* 10.2 License Agreement for Altair TiO2 Pigment Filed herewith Technology between Altair Nanotechnologies, Inc. and Western Oil Sands, Inc.* * Certain confidential portions of this exhibit were omitted. This exhibit, with the omitted information, has been filed separately with the SEC pursuant to an Application for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934. -2- 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. Dated: April 14, 2005 By: /s/ Edward Dickinson -------------------------------- Edward Dickinson Chief Financial Officer -3-