<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______.
Commission File Number 0-28060
BOLDER TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1166231
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5181 Ward Road, Wheat Ridge, CO 80033
(Address of principal executive offices including zip code)
(303)422-8200
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock $.001 par value 9,377,569
- ----------------------------------------- ------------------------------
(Class) (Outstanding at August 1, 1996)
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BOLDER TECHNOLOGIES CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NUMBER
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<S> <C>
COVER PAGE 1
TABLE OF CONTENTS 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Balance Sheets as of June 30, 1996 and
December 31, 1995 3
Condensed Statements of Operations for the three-and
six-month periods ended June 30, 1996 and 1995 and the
period from March 22, 1991 (inception) through June
30, 1996 4
Condensed Statements of Cash Flows for the six-month
periods ended June 30, 1996 and 1995 and the period
from March 22, 1991 (inception) through June 30, 1996 5
Notes to Condensed Financial Statements. 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. 12
ITEM 2. CHANGES IN SECURITIES. 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 12
ITEM 5. OTHER INFORMATION. 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 12
SIGNATURES 16
</TABLE>
2
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BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $ 269,165 $ 664,219
Short-term investments 23,664,664 2,135,478
Other current assets 818,329 235,159
------------ ------------
TOTAL CURRENT ASSETS 24,752,158 3,034,856
Property and equipment, at cost, net 1,325,370 1,315,410
Notes receivable from founder -- 152,066
Investment in joint venture 413,139 135,864
Other assets, net 111,851 110,151
------------ ------------
TOTAL ASSETS $ 26,602,518 $ 4,748,347
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities $ 903,747 $ 294,743
Notes and capital leases, current portion 171,621 207,202
------------ ------------
TOTAL CURRENT LIABILITIES 1,075,368 501,945
Notes and capital leases, less current portion 269,746 351,485
Commitments and contingencies
Manditorily redeemable, convertible preferred stock
$.001 par value, stated at liquidation preference;
5,781,962 authorized; none and 5,243,425 issued
and outstanding as of June 30, 1996 and
December 31, 1995, respectively -- 13,433,482
------------ ------------
Stockholder's (deficit) equity:
Common Stock, $.001 par value, 9,691,622 shares
authorized; 9,377,569 and 1,146,421 shares issued
at June 30, 1996 and December 31, 1995,
respectively 9,378 1,146
Treasury stock, $.001 par common stock, 33,333
shares at June 30, 1996 and December 31, 1995 (50,000) (50,000)
Additional paid-in capital (including $2,963 paid
for warrants) 36,720,238 573
Deficit accumulated during the development stage (11,422,212) (9,490,284)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 25,257,404 (9,538,565)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 26,602,518 $ 4,748,347
============ ============
</TABLE>
See accompanying notes.
3
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BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION
THREE MONTHS ENDED SIX MONTHS ENDED (MARCH 22, 1991)
JUNE 30, JUNE 30, TO JUNE 30, 1996
---------------------------- ---------------------------- ----------------
1996 1995 1996 1995 1996
------------ ------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C>
REVENUES $ 16,265 $ 33,933 $ 28,213 $ 67,495 $ 176,598
COST OF REVENUES 7,446 -- 16,778 228 90,570
------------ ------------ ------------ ------------ ---------------
8,819 33,933 11,435 67,267 86,028
OPERATING EXPENSES
Research and development 463,628 650,148 957,941 1,242,962 7,689,796
General and administrative 396,136 222,133 639,573 455,415 3,227,653
Selling and marketing 62,232 34,934 121,206 65,712 284,977
Loss from Joint Venture 333,946 -- 422,724 -- 586,861
------------ ------------ ------------ ------------ ---------------
INCOME (LOSS) FROM OPERATIONS (1,247,123) (873,282) (2,130,009) (1,696,822) (11,703,259)
OTHER INCOME (EXPENSE)
Interest income 191,127 24,150 223,830 32,550 439,098
Interest expense (12,132) (39,101) (25,748) (59,406) (148,434)
Other income (expense) -- 16 -- 16 (9,617)
------------ ------------ ------------ ------------ ---------------
NET INCOME (LOSS) $ (1,068,128) $ (888,217) $ (1,931,927) $ (1,723,662) $ (11,422,212)
============ ============ ============ ============ ===============
UNAUDITED PRO FORMA DATA
Pro forma income (loss) per
common and common
equivalent share $ (0.12) $ (0.25)
============ ============
Shares used in computing pro
forma net income (loss) per
common and equivalent share 8,720,575 7,865,841
============ ============
</TABLE>
See accompanying notes.
4
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BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED FOR THE PERIOD
JUNE 30, FROM INCEPTION
---------------------------- (MARCH 22, 1991)
1996 1995 TO JUNE 30, 1996
------------ ------------ ----------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Loss $ (1,931,927) $ (1,723,662) $ (11,422,211)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization 193,230 226,907 754,187
Loss from operations of joint venture 422,724 -- 586,860
Interest expense paid in preferred stock -- -- 70,224
Common stock issued for research and development and
general and administrative expenses -- -- 29,922
Preferred stock offering costs charged to expense -- -- 4,810
Changes in operating assets and liabilities 80,307 (176,858) 142,904
------------ ------------ ----------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,235,666) (1,673,613) (9,833,304)
------------ ------------ ----------------
INVESTING ACTIVITIES
Purchase of short term investments (45,744,576) (7,213,745) (65,879,507)
Sale of short term investments 24,162,991 3,781,742 42,162,444
Purchases of property and equipment (198,831) (178,719) (2,049,219)
Issuance of notes receivable from founder -- -- (150,000)
Repayment of notes receivable from founder 150,000 -- 150,000
Investment in joint venture (700,000) -- (1,000,000)
Patent costs (6,066) (21,283) (111,606)
------------ ------------ ----------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (22,336,482) (3,632,005) (26,877,888)
------------ ------------ ----------------
FINANCING ACTIVITIES
Proceeds from issuance of preferred stock 100,000 3,541,950 9,947,662
Proceeds from issuance of common stock 23,673,983 2,300 23,820,934
Proceeds from issuance of convertible notes and notes payable -- 1,841,850 4,169,718
Payments on notes payable and capital leases payable (117,321) (57,234) (248,425)
Stock issuance costs (479,568) (12,705) (662,495)
Purchase of treasury stock from founder -- -- (50,000)
Issuance of warrants to purchase common or preferred stock -- 2,963 2,963
------------ ------------ ----------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 23,177,094 5,319,124 36,980,357
------------ ------------ ----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (395,054) 13,506 269,165
Cash and cash equivalents, beginning of period 664,219 87,265 --
------------ ------------ ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 269,165 $ 100,771 $ 269,165
============ ============ ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest 22,002 19,036 56,600
============ ============ ================
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Conversion of notes payable and related accrued interest to
preferred stock $ -- $ 1,839,682 $ 3,585,820
============ ============ ================
Property purchased under capital leases $ -- $ -- $ 17,805
============ ============ ================
</TABLE>
See accompanying notes.
5
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BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1996 (UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The interim financial information of Bolder Technologies Corporation (the
"Company") for the three- and six-month periods ended June 30, 1996 and
1995 is unaudited, but includes all adjustments (consisting only of normal
recurring entries) which the Company's management believes to be necessary
for the fair presentation of financial position, results of operations and
cash flows for the periods presented. The accompanying interim financial
statements should be read in conjunction with the financial statements and
notes thereto for the year ended December 31, 1995 included in the
Company's Registration Statement on Form SB-2. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the Securities and Exchange Commission
rules and regulations. Interim results of operations for the three- and
six-month periods ended June 30, 1996 are not necessarily indicative of
operating results to be expected for the full year.
The Company received $2.2 million from exercise of warrants by
stockholders in April 1996 and net proceeds of $20.9 million in connection
with its Initial Public Offering of Common Stock ("IPO") in May 1996. At
the IPO closing date, all of the Mandatorily Redeemable, Convertible
Preferred Stock was converted into 5,260,091 shares of common stock.
PRO FORMA LOSS PER COMMON SHARE AND EQUIVALENT (UNAUDITED)
Historical loss per share is not considered relevant as it would differ
materially from pro forma loss per common share and common equivalent
share given the changes in the capital structure of the Company, which
occurred on the closing of the IPO. Except as noted below, pro forma loss
per common share and equivalents is computed using the sum of the weighted
average number of shares of common stock (assuming conversion of the
preferred stock occurred on the date of its issuance) and common stock
equivalent shares from common and preferred stock options and warrants.
Pursuant to Securities and Exchange Commission Staff Accounting Bulletin
No. 83, common stock and common equivalent shares issued by the Company at
prices significantly below the public offering price during the twelve
month period prior to the IPO closing date (using the treasury stock
method and an offering price of $10.50 per share) have been included in
the calculation as if they were outstanding for the twelve months prior to
the IPO closing date, regardless of whether they are antidilutive.
6
<PAGE> 7
NOTE 2 - COMMITMENTS AND CONTINGENCIES
In February 1996, the Company's Joint Venture committed to the
construction of a commercial high-volume battery production line. The
Company's 50% share of capital required to fund the production line was
estimated to be $4.0 million. As of June 1996, the Company and JCI had
each paid $1,000,000 to the Joint Venture to satisfy the obligation of
each to fund 50% of the Joint Venture's initial production line capital
costs and on-going operating expenses. The Company is currently engaged in
discussions with JCI which may result in the reallocation to the Company
of ownership and funding requirements for the production line. In August
1996, the Company committed to pay $3.0 million to the manufacturer of the
production line equipment for on-going construction of the first
high-volume TMF battery production line.
7
<PAGE> 8
BOLDER TECHNOLOGIES CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from
those discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in the
sections entitled "Risk Factors," "Business" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations," in the
Company's Registration Statement on Form SB-2 filed in March 1996.
GENERAL
Since its inception in March 1991, Bolder Technologies Corporation (the
"Company") has been a development stage company, principally engaged in
the research and development of its Thin Metal Film ("TMF(TM)") battery
technology, and has devoted significant resources to the development of
its technology and processes to manufacture its TMF batteries. To date,
the Company has produced more than 20,000 prototype and evaluation cells.
An aggregate of approximately 2,300 cells have been shipped to a total of
34 customers, primarily for evaluation. The Company is currently planning
commercial production facilities for the manufacture of its TMF batteries,
but has not yet manufactured cells in commercially viable quantities. The
Company expects to generate revenues primarily from the sale of its TMF
batteries.
The Company and Johnson Controls Battery Group, Inc. formed a joint
venture (the "Joint Venture") in June 1995 to develop production
technology for TMF products and to promote the TMF technology in the
hybrid electric vehicle market. Since its inception, the Joint Venture has
been primarily engaged in development of the manufacturing process for TMF
batteries and has not generated any revenues. The Joint Venture is owned
and controlled by the Company and JCI on a 50-50 basis. All revenues and
expenses of the Joint Venture are shared equally by the Company and JCI.
The Company and JCI are currently engaged in discussions regarding the
restructuring of their relationship to resolve certain disputes relating
to the Joint Venture and to determine the best means of accommodating the
parties' manufacturing requirements for TMF batteries. At present, the
Company anticipates developing, at its own expense, the initial commercial
production line for the sub-C cell independent of the Joint Venture, thus
giving Bolder total ownership and full rights to the production of the
first high-volume manufacturing line. Bolder has made a commitment to
Wright Industries for the purchase of manufacturing equipment for the
initial production line for sub-C cells of approximately $3,000,000. There
can be no assurances that the Company will be able to restructure its
relationship with JCI on acceptable terms.
8
<PAGE> 9
The Company believes that its results of operations to date may not be
indicative of results in future periods. Future operating results may be
affected by a wide range of factors and may fluctuate significantly from
period to period.
RESULTS OF OPERATIONS
Total revenues of $16,265 and $28,213 for the three- and six-month periods
ended June 30, 1996, respectively, decreased from $33,933 and $67,495 for
the same periods in 1995. The decrease in 1996 was primarily due to an
absence of SBIR grant revenues in the 1996 periods, compared to SBIR
revenues of $33,333 and $66,666 in the three- and six-month periods in
1995. Revenues in 1996 reflected increases over 1995 for product sales.
However, product sales are expected to remain at nominal levels until the
beginning of high-volume production next year.
Research and development expenses decreased to $463,628 and $957,941 for
the three- and six-month periods ended June 30, 1996, respectively, from
$650,148 and $1,242,962 during the same periods in 1995. The net decrease
in research and development expenses to the Company in the 1996 periods
resulted from the assumption by the Joint Venture of a portion of the
development expenses.
General and administrative expenses increased to $396,136 and $639,573 for
the three-and six-month periods ended June 30, 1996, respectively, from
$222,133 and $455,415 during the same periods in 1995. The increases in
1996 were due to recruiting and relocation expenses for additional
technical staffing to support research and development and joint venture
activities, additional administrative staffing, added expenses for
insurance and investor relations associated with becoming a public
company, and travel expenses attributed to the IPO process. Approximately
half of the 1996 increases for the second quarter, including IPO related
expenses and a portion of recruiting and relocation expenses, should be
non-recurring.
Selling and marketing expenses increased to $62,232 and $121,206 for the
three- and six-month periods ended June 30, 1996, respectively, from
$34,934 and $65,712 for the same periods in 1995. These 1996 increases
were primarily due to increased marketing and business development
activities related to the Company's efforts to establish a nationwide
distributor network and to obtain purchase orders for delivery of product
upon completion next year of the Company's first high-volume production
line.
The Company reported a loss from the operations of the Joint Venture of
$333,946 and $422,724 for the three- and six-month periods ended June 30,
1996, respectively, representing the Company's share of the TMF battery
manufacturing development program of the Joint Venture.
Interest income increased to $191,127 and $223,830 for the three- and
six-month periods ended June 30, 1996, respectively, from $24,150 and
$32,550 during the same periods in 1995. The increase in 1996 resulted
primarily from investment of proceeds from the Company's IPO and from the
exercise of warrants by stockholders in April 1996.
9
<PAGE> 10
Interest expense decreased to $12,132 and $25,748 for the three- and
six-month periods ended June 30, 1996, respectively, from $39,101 and
$59,406 for the same periods in 1995. The decrease resulted primarily from
the absence of debt service in the 1996 period on convertible promissory
notes issued to certain stockholders in March 1995 and converted into
common stock in May 1995.
LIQUIDITY AND CAPITAL RESOURCES
From its inception in March 1991 through June 30, 1996, the Company has
financed its operations and met its capital requirements primarily through
private and public offerings of its equity securities, raising net
proceeds of $36.7 million from sales of these securities. At June 30,
1996, the Company's balances of cash, cash equivalents and short-term
investments totaled $23.9 million, compared to $2.8 million at December
31, 1995. As of June 30, 1996, the Company had invested $2.0 million in
leasehold improvements, machinery, equipment and office furnishings to
support its development, production, sales and administrative activities.
The company has financed $0.7 million of these capital additions through
capital leases and notes.
In May 1996, the Company began trading its shares on the NASDAQ National
Market System in connection with its IPO and received approximately $20.9
million in net proceeds from the sale of 2.2 million shares of common
stock. Prior to the IPO, several stockholders acquired 620,462 shares of
common stock in April 1996 through the exercise of warrants issued in
March 1995 that would have expired upon completion of the Company's IPO.
The net proceeds to the Company from exercise of the warrants was $2.2
million.
In February 1996, the Company's Joint Venture committed to the
construction of a commercial high-volume battery production line. The
Company's 50% share of capital required to fund the production line was
estimated to be $4.0 million. As of June 1996, the Company and JCI had
each paid $1,000,000 to the Joint Venture to satisfy the obligation of
each to fund 50% of the Joint Venture's initial production line capital
costs and on-going operating expenses. The Company is currently engaged in
discussions with JCI which may result in the reallocation to the Company
of ownership and funding requirements for the production line. In August
1996, the Company committed to pay $3.0 million to the manufacturer of the
production line equipment for on-going construction of the first
high-volume TMF battery production line.
Except as noted above, the Company currently has no other significant
capital commitments other than its commitments under notes payable. The
Company believes that its existing sources of liquidity and projected cash
generated from operations will satisfy the Company's capital requirements
for approximately the next 21 months. There can be no assurance, however,
that the Company will not require additional capital at a future date.
There can be no assurance that the Company will generate revenues and
operating income sufficient to satisfy its working capital and equipment
expenditure needs in the future. In addition, the Company is unable to
predict the precise amount of future capital that it may require, and
there can be no assurance that any additional financing will be available
to the Company if that need arises or that financing will be in a form or
on terms acceptable to the Company. The inability to generate revenues and
operating
10
<PAGE> 11
income or obtain required financing on acceptable terms would have a
material adverse effect on the Company's business, financial condition and
results of operations. Consequently, the Company could be required to
significantly reduce or suspend its operations, seek a merger partner or
sell additional securities on terms that could be dilutive to the
Company's stockholders.
11
<PAGE> 12
BOLDER TECHNOLOGIES CORPORATION
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has been named in a personal injury action filed
in Superior Court in the County of Los Angeles on March 28,
1996 arising out of a motor vehicle accident. Management
believes that the resolution of this claim will not have a
material adverse effect on the Company's business, results of
operations, and financial condition. The Company is not a
party to any other legal proceedings.
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBIT DESCRIPTIONS OF DOCUMENTS
------- -------------------------
3(i).1* -- Restated Certificate of
Incorporation
3(i).2* -- Form of Restated Certificate of
Incorporation to ` be filed upon the
closing of the offering to which
this Registration Statement relates.
3(ii).1* -- By-laws of the Registrant, as
amended.
3(ii).2* -- Form of Restated By-laws to be
filed upon the closing of the
offering to which this Registration
Statement relates.
4.1* -- Reference is made to Exhibits
3(i).1 through 3(ii).2.
4.2* -- Specimen Stock Certificate.
5.1* -- Opinion of Cooley Godward Castro
Huddleson & Tatum.
12
<PAGE> 13
10.1* -- Form of Indemnity Agreement to be
entered into between the Registrant
and its directors and officers, with
related schedule.
10.2* -- Registrant's 1996 Equity
Incentive Plan (the "Option Plan"),
including forms of Options granted
to employees under the Option Plan
and Options granted to non-employee
directors under the Option Plan.
10.3* -- Registrant's 1996 Employee Stock
Purchase Plan.
10.4* -- Employment Agreement between
Registrant and Daniel S. Lankford,
dated July 11, 1994.
10.5* -- Employment Agreement between
Registrant and William E. Younkes,
dated April 1, 1993.
10.6* -- Employment Agreement Amendment
between Registrant and William E.
Younkes, dated October 1, 1995.
10.7* -- Letter Agreement between
Registrant and Joseph F. Fojtasek,
dated February 13, 1996.
10.8* -- Promissory Note executed by
Tristan E. Juergens, dated November
1, 1995.
10.9* -- Promissory Note executed by
Tristan E. Juergens, dated August
29, 1995.
10.10* -- Stock Purchase Agreement between
Registrant and Tristan E. Juergens,
dated August 29, 1995.
10.11* -- Stock Award Agreement between
Registrant and Tristan E. Juergens
dated August 31, 1995.
10.12* -- Stock Award Agreement between
Registrant and Robert F. Nelson,
dated August 31, 1995.
10.13* -- Stock Award agreement between
Registrant and Sandra Schreiber,
dated August 31, 1995.
10.14* -- Stock Award Agreement between
Registrant and William E. Younkes,
dated August 31, 1995.
10.15* -- Note Purchase Agreement Between
Registrant and certain parties named
therein, dated April 19, 1994.
10.16* -- Series C Preferred Stock Purchase
Agreement, dated July 19, 1994.
10.17* -- Supplemental Agreement to Series
C Preferred Stock Purchase agreement
between Registrant and certain
parties named therein, dated
September 30, 1994.
10.18* -- Note and Warrant Purchase
Agreement between Registrant and
certain parties named therein, dated
March 14, 1995, including forms of
Convertible Promissory Note issued
to the parties and Stock Purchase
Warrant issued to the parties.
13
<PAGE> 14
10.19* -- Series D Preferred Stock Purchase
Agreement between Registrant and
certain parties named therein, dated
May 24, 1995.
10.20* -- Guaranty Agreement between
Registrant and Steven Paul, dated
May 24, 1995.
10.21* -- Stock Purchase Warrant issued to
Freedom Ventures Incorporated, dated
May 24, 1995.
10.22* -- Letter Agreement between
Registrant, Harold Scott and certain
parties named therein, dated January
18, 1996.
10.23* -- Series E Preferred Stock Purchase
Agreement between Registrant,
Johnson Controls Battery Group, Inc.
and certain parties named therein,
dated June 26, 1995.
10.24* -- Purchasers and Principal
Stockholder Agreement between
Registrant, Tristan E. Juergens and
certain parties named therein, dated
June 26, 1995.
10.25* -- Warrant to Purchase Shares of
Series E Preferred Stock issued to
Johnson Controls Battery Group,
Inc., dated June 26, 1995.
10.26* -- Joint Venture Agreement between
Registrant and Johnson Controls
Battery Group, Inc., dated June 26,
1995.
10.27* -- Johnson Controls/Bolder LLC
Operating Agreement between
Registrant and Johnson Controls
Battery Group, Inc., dated June 26,
1995.
10.28* -- BTC-JCI License Agreement between
Registrant and Johnson Controls
Battery Group, Inc., dated June 26,
1995.
10.29* -- BTC-JV License Agreement between
Registrant and Johnson
Controls/Bolder LLC, dated June 26,
1995.
10.30* -- Johnson Controls-JV Trade Name
License Agreement between
Registrant, Johnson Controls/Bolder
LLC and Johnson Controls Battery
Group, Inc., dated June 26, 1995.
10.31* -- JV-BTC/JCI License Agreement
between Registrant, Johnson Controls
Battery Group, Inc. and Johnson
Controls/Bolder LLC, dated June 26,
1995.
10.32* -- JV-BTC/JCI Manufacturing and
Supply Agreement between Registrant,
Johnson Controls Battery Group, Inc.
and Johnson/Bolder LLC, dated June
26, 1995.
14
<PAGE> 15
10.33* -- Senior Loan and Security
Agreement between Registrant and
Phoenix Leasing Incorporated, dated
July 29, 1994 including forms of
Warrant to Purchase Shares of Series
C Preferred Stock issued by
Registrant to Phoenix Leasing
Incorporated and Promissory Notes
issued to Phoenix Leasing.
10.34* -- First amendment to Purchase
Agreement between Registrant and
Phoenix Leasing Incorporated, dated
July 29, 1994.
10.35* -- Service Agreement between
Registrant and Chemical Waste
Management, Inc., dated October 19,
1993.
10.36* -- Lease Agreement between
Registrant and Jefferson Park West,
dated December 13, 1993.
10.37* -- Lease Agreement between
Registrant and Jefferson Park West,
dated November 14, 1994.
10.38* -- Agreement between Registrant and
Wright Industries, dated March 5,
1996.
10.39* -- Amendment to Purchase Agreement
between Registrant, certain
stockholders of Registrant and
Phoenix Leasing Incorporated, dated
March 21, 1996.
10.40* -- Warrant issued to Phoenix Leasing
Incorporated, dated March 25, 1996.
11.1* -- Statement regarding calculation
of net income (loss) per share.
23.1* -- Consent of Arthur Andersen LLP,
Independent Auditors.
23.2* -- Consent of Cooley Godward Castro
Huddleson & Tatum. Reference is made
to Exhibit 5.1.
23.3* -- Consent of Davis, Graham & Stubbs
LLP.
24.1* -- Power of Attorney. Reference is
made to page II-7.
27 -- Financial Data Schedule.
* Filed as an exhibit to the Company's Registration Statement on Form SB-2,
File No. 333-2500-D, and incorporated herein by reference.
(b) No reports on Form 8-K were filed during the quarter
ended June 30, 1996.
15
<PAGE> 16
BOLDER TECHNOLOGIES CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has caused this report to be signed in its behalf by the undersigned
thereunto duly authorized.
BOLDER Technologies Corporation
Date: August 13, 1996 By: /s/ Daniel S. Lankford
------------------- -----------------------------------
Daniel S. Lankford
Chairman and Chief Executive Officer
By: /s/ Joseph F. Fojtasek
-----------------------------------
Joseph F. Fojtasek
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
16
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 - Financial Data Schedule.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> CT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30,
1996 FORM 10-QSB OF BOLDER TECHNOLOGIES CORPORATION AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001011108
<NAME> BOLDER TECHNOLOGIES CORPORATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<TOTAL-ASSETS> 26,602,518
0
0
<COMMON> 9,378
<OTHER-SE> 25,248,026
<TOTAL-LIABILITY-AND-EQUITY> 26,602,518
<TOTAL-REVENUES> 28,213
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,931,927)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,931,927)
<EPS-PRIMARY> (.25)
<EPS-DILUTED> (.25)
</TABLE>
