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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 September 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)
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Delaware 84-1166231
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
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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.
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Common Stock $.001 par value 9,378,457
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(Class) (Outstanding at November 1, 1996)
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BOLDER TECHNOLOGIES CORPORATION
TABLE OF CONTENTS
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PAGE NUMBER
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COVER PAGE 1
TABLE OF CONTENTS 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Balance Sheets as of September 30, 1996 and December 31, 1995 3
Condensed Statements of Operations for the three-and nine-month periods
ended September 30, 1996 and 1995 and the period from March 22, 1991
(inception) through September 30, 1996 4
Condensed Statements of Cash Flows for the nine-month periods ended
September 30, 1996 and 1995 and the period from March 22, 1991
(inception) through September 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
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BOLDER TECHNOLOGIES CORPORATION
(A development stage company)
CONDENSED BALANCE SHEETS
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SEPTEMBER 30, DECEMBER 31,
1996 1995
------------ ------------
ASSETS (UNAUDITED)
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Current assets:
Cash and cash equivalents $ 109 $ 664,219
Short-term investments 21,755,121 2,135,478
Other current assets 1,594,231 235,159
------------ ------------
TOTAL CURRENT ASSETS 23,349,461 3,034,856
Property and equipment, at cost, net 5,976,940 1,315,410
Notes receivable from founder -- 152,066
Investment in joint venture 148,375 135,864
Other assets, net 137,707 110,151
------------ ------------
TOTAL ASSETS $ 29,612,483 $ 4,748,347
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities $ 1,301,828 $ 294,743
Construction-in-process payable 3,351,846 --
Notes and capital leases, current portion 292,523 207,202
------------ ------------
TOTAL CURRENT LIABILITIES 4,946,197 501,945
Notes and capital leases, less current portion 265,163 351,485
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 September 30, 1996 and
December 31, 1995, respectively -- 13,433,482
------------ ------------
Stockholder's (deficit) equity:
Common Stock, $.001 par value, 9,691,622 shares
authorized; 9,378,457 and 1,146,421 shares issued
at September 30, 1996 and December 31, 1995,
respectively 9,378 1,146
Treasury stock, $.001 par common stock, 33,333
shares at September 30, 1996 and December 31, 1995 (50,000) (50,000)
Additional paid-in capital (including $2,963 paid
for warrants) 36,720,086 573
Deficit accumulated during the development stage (12,278,341) (9,490,284)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 24,401,123 (9,538,565)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 29,612,483 $ 4,748,347
============ ============
</TABLE>
See accompanying notes.
3
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BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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FOR THE PERIOD
FROM INCEPTION
THREE MONTHS ENDED NINE MONTHS ENDED (MARCH 22, 1991)
SEPTEMBER 30, SEPTEMBER 30, TO SEPTEMBER 30, 1996
---------------------------- ---------------------------- ---------------------
1996 1995 1996 1995 1996
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REVENUES $ 203,835 $ 19,398 $ 232,048 $ 86,893 $ 380,433
COST OF REVENUES 42,768 10,631 59,545 7,669 133,337
------------ ------------ ------------ ------------ ------------
161,067 8,767 172,503 79,224 247,096
OPERATING EXPENSES
Research and development 555,152 613,245 1,513,093 1,859,397 8,244,948
General and administrative 398,751 271,730 1,038,325 727,324 3,626,405
Selling and marketing 100,498 44,383 221,704 110,095 385,475
Loss from Joint Venture 264,764 70,911 687,488 70,911 851,625
------------ ------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS (1,158,098) (991,502) (3,288,107) (2,688,503) (12,861,357)
OTHER INCOME (EXPENSE)
Interest income 315,336 54,330 539,166 86,880 754,435
Interest expense (13,368) (6,938) (39,116) (66,343) (161,802)
Other income (expense) -- -- -- 16 (9,617)
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (856,130) $ (944,110) $ (2,788,057) $ (2,667,950) $(12,278,341)
============ ============ ============ ============ ============
UNAUDITED PRO FORMA DATA
Pro forma income (loss) per
common and common
equivalent share $ (0.09) $ (0.33)
============ ============
Shares used in computing pro
forma net income (loss) per
common and equivalent share 9,378,114 8,412,232
============ ============
</TABLE>
See accompanying notes.
4
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BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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<CAPTION>
NINE MONTHS ENDED FOR THE PERIOD
SEPTEMBER 30, FROM INCEPTION
---------------------------- (MARCH 22, 1991)
1996 1995 TO SEPTEMBER 30, 1996
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OPERATING ACTIVITIES
Net Loss $ (2,788,057) $ (2,667,950) $(12,278,341)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization 299,769 342,304 860,726
Loss from operations of joint venture 687,488 70,911 851,624
Interest expense paid in preferred stock -- 41,950 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 (322,014) (160,579) (259,418)
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (2,122,814) (2,373,364) (10,720,453)
------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of short term investments (49,503,400) (8,029,658) (69,638,331)
Sale of short term investments 29,831,358 5,671,362 47,830,811
Purchases of property and equipment (4,954,790) (271,226) (6,805,177)
Increase in construction-in-process payable 3,351,846 -- 3,351,846
Issuance of notes receivable from founder -- (50,000) (150,000)
Repayment of notes receivable from founder 150,000 -- 150,000
Investment in joint venture (700,000) (300,000) (1,000,000)
Patent costs (9,572) (35,639) (115,112)
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (21,834,558) (3,015,161) (26,375,963)
------------ ------------ ------------
FINANCING ACTIVITIES
Proceeds from issuance of preferred stock 100,000 3,700,000 9,947,662
Proceeds from issuance of common stock 23,673,983 36,075 23,820,934
Proceeds from issuance of convertible notes and notes payable 190,929 1,841,850 4,360,647
Payments on notes payable and capital leases payable (191,930) (66,002) (323,034)
Stock issuance costs (479,720) (45,016) (662,647)
Purchase of treasury stock from founder -- (50,000) (50,000)
Issuance of warrants to purchase common or preferred stock -- 2,963 2,963
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 23,293,262 5,419,870 37,096,525
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (664,110) 31,345 109
Cash and cash equivalents, beginning of period 664,219 87,265 --
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 109 $ 118,610 $ 109
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 34,768 $ 23,862 $ 69,366
============ ============ ============
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
SEPTEMBER 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 nine-month periods ended September 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 nine-month periods ended September 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
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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 September 30, 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. Through
September 30, 1996, the Company has committed to pay $4.6 million to the
manufacturer of the production line equipment for on-going construction of
the first high-volume TMF battery production line.
7
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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, as
amended.
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. Through September 30, 1996, BOLDER
has committed to pay Wright Industries progress payments of $4.6 million
for the construction of the first high-volume production line. There can
be no assurances that the Company will be able to restructure its
relationship with JCI on acceptable terms.
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.
8
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RESULTS OF OPERATIONS
Total revenues of $203,835 and $232,048 for the three- and nine-month
periods ended September 30, 1996, respectively, increased from $19,398 and
$86,893 for the same periods in 1995. The increase in 1996 was primarily
due to the receipt of revenues of $180,000 during the third quarter for a
customer-funded product development program. Product sales in 1996 and
1995 were nominal and are expected to remain at nominal levels until the
beginning of high-volume production next year.
Cost of revenues of $42,768 and $59,545 for the three- and nine-month
periods ended September 30, 1996, respectively, increased from $10,631 and
$7,669 for the same periods in 1995. The increase in 1996 was a result of
costs directly related to the product development revenues.
Research and development expenses decreased to $555,152 and $1,513,093 for
the three- and nine-month periods ended September 30, 1996, respectively,
from $613,245 and $1,859,397 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 $398,751 and $1,038,325
for the three-and nine-month periods ended September 30, 1996,
respectively, from $271,730 and $727,324 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 and added expenses
for insurance and investor relations associated with becoming a public
company.
Selling and marketing expenses increased to $100,498 and $221,704 for the
three- and nine-month periods ended September 30, 1996, respectively, from
$44,383 and $110,095 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 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
$264,764 and $687,488 for the three- and nine-month periods ended September
30, 1996, respectively, representing the Company's share of the TMF battery
manufacturing development program of the Joint Venture. The Company's
share of such expenses in the 1995 periods was $70,911, with the smaller
amount reflecting the initial start-up of Joint Venture operations during
the third quarter of 1995.
Interest income increased to $315,336 and $539,166 for the three- and
nine-month periods ended September 30, 1996, respectively, from $54,330 and
$86,880 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.
Interest expense increased to $13,368 for the three months ended September
30, 1996 from $6,938 in the prior year, mainly due to increased capital
leases in the 1996 period. Interest expense decreased to $39,116 for the
nine months ended September 30, 1996 from $66,343 in
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the prior year. 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 September 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 September
30, 1996, the Company's balances of cash, cash equivalents and short-term
investments totaled $21.8 million, compared to $2.8 million at December 31,
1995. As of September 30, 1996, the Company had made progress payments of
$2.5 million to fund the construction of its first high-volume production
line. In addition, the Company had invested $2.2 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 September 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. Through
September 1996, the Company has committed to pay $4.6 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 18 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 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
10
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partner or sell additional securities on terms that could be dilutive to
the Company's stockholders.
11
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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
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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.
10.1* -- Form of Indemnity Agreement to be entered into
between the Registrant and its directors and officers, with
related schedule.
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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.
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.
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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.
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.
</TABLE>
14
<PAGE> 15
<TABLE>
<S> <C>
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.
</TABLE>
*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 September 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: November 14, 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
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTIONS OF DOCUMENTS
----------- -------------------------
<S> <C>
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.
10.1* -- Form of Indemnity Agreement to be entered into
between the Registrant and its directors and officers, with
related schedule.
</TABLE>
<PAGE> 18
<TABLE>
<S> <C>
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.
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.
</TABLE>
<PAGE> 19
<TABLE>
<S> <C>
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.
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.
</TABLE>
<PAGE> 20
<TABLE>
<S> <C>
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.
</TABLE>
*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 September 30, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1996 FORM 10QSB OF BOULDER TECHNOLOGIES CORPORATION AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,612,483
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 9,378
<OTHER-SE> 24,391,745
<TOTAL-LIABILITY-AND-EQUITY> 29,612,483
<SALES> 0
<TOTAL-REVENUES> 232,048
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,788,057)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,788,057)
<EPS-PRIMARY> (0.33)
<EPS-DILUTED> (0.33)
</TABLE>
