<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 September 30, 1997
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)
<TABLE>
<S> <C>
Delaware 84-1166231
- -----------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
4403 Table Mountain Drive, Golden, CO 80403
(Address of principal executive offices including zip code)
(303) 215-7200
(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 9,464,805
---------------------------------------- ---------------------------------
(Class) (Outstanding at November 1, 1997)
<PAGE> 2
BOLDER TECHNOLOGIES CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NUMBER
-----------
<S> <C>
COVER PAGE 1
TABLE OF CONTENTS 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Balance Sheets as of September 30, 1997 and December 31, 1996 3
Condensed Statements of Operations for the three- and nine-month periods
ended September 30, 1997 and 1996, and the period from March 22, 1991
(inception) through September 30, 1997 4
Condensed Statements of Cash Flows for the three- and nine-month periods
ended September 30, 1997 and 1996, and the period from March 22, 1991
(inception) through September 30, 1997 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. 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 13
ITEM 5. OTHER INFORMATION. 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 13
SIGNATURES 14
</TABLE>
2
<PAGE> 3
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------ ------------
Assets (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,896,305 $ 968,297
Short-term investments 7,123,861 15,102,380
Other current assets 359,268 193,717
------------ ------------
Total current assets 9,379,434 16,264,394
Property and equipment, at cost, net 18,413,224 10,679,539
Other assets, net 223,015 202,183
------------ ------------
Total assets $ 28,015,673 $ 27,146,116
============ ============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued liabilities $ 1,936,761 $ 799,041
Construction-in-process payable 99,388 2,043,294
Deferred revenue 2,312,625 746,343
Notes and capital leases, current portion 1,067,875 272,360
------------ ------------
Total current liabilities 5,416,651 3,861,038
Notes and capital leases, less current portion 5,541,295 214,177
Commitments and contingencies
Stockholders' equity:
Common stock, $.001 par value, 25,000,000 shares
authorized; 9,496,413 and 9,447,622 shares issued
at September 30, 1997 and December 31, 1996,
respectively. 9,496 9,448
Treasury stock, $.001 par common stock, 33,333
shares at September 30, 1997 and December 31, 1996. (50,000) (50,000)
Additional paid-in capital 36,924,152 36,761,827
Deficit accumulated during the development stage (19,825,921) (13,650,374)
------------ ------------
Total stockholders' equity 17,057,727 23,070,901
------------ ------------
Total liabilities and stockholders' equity $ 28,015,673 $ 27,146,116
============ ============
</TABLE>
See accompanying notes
3
<PAGE> 4
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED FOR THE PERIOD
SEPTEMBER 30, SEPTEMBER 30, FROM INCEPTION
---------------------------- ------------------------------- (MARCH 22, 1991)
TO
1997 1996 1997 1996 SEPTEMBER 30, 1997
----------- ---------- ----------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
REVENUES
Product sales $ 12,601 $ 5,204 $ 54,217 $ 33,417 $ 146,048
Research and development services 678,494 198,631 1,838,716 198,631 2,371,174
----------- ---------- ----------- ------------ -------------
691,095 203,835 1,892,933 232,048 2,517,222
COST OF REVENUES 201,359 42,768 550,001 59,545 792,088
----------- ---------- ----------- ------------ -------------
489,736 161,067 1,342,932 172,503 1,725,134
OPERATING EXPENSES
Research and development 1,965,341 731,661 4,489,475 2,001,011 14,152,989
General and administrative 978,340 514,831 2,932,390 1,323,470 7,724,429
Selling and marketing 98,651 72,673 258,542 136,129 663,098
----------- ---------- ----------- ------------ -------------
INCOME (LOSS) FROM OPERATIONS (2,552,596) (1,158,098) (6,337,475) (3,288,107) (20,815,382)
OTHER INCOME (EXPENSE)
Interest income 168,593 315,336 552,812 539,166 1,566,924
Interest expense (253,851) (13,368) (390,883) (39,116) (577,463)
----------- ---------- ----------- ------------ -------------
NET INCOME (LOSS) $(2,637,854) $ (856,130) $(6,175,546) $ (2,788,057) $ (19,825,921)
=========== ========== =========== ============ =============
Income (loss) per common and
common equivalent share $ (0.27) $ (0.09) $ (0.65) $ (0.33)
=========== ========== =========== ============
Shares used in computing
net income (loss) per common
and equivalent share 9,459,477 9,378,114 9,438,684 8,412,232
=========== ========== =========== ============
</TABLE>
See accompanying notes.
4
<PAGE> 5
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED FOR THE PERIOD
SEPTEMBER 30, FROM INCEPTION
--------------------------- (MARCH 22, 1991)
1997 1996 TO SEPTEMBER 30, 1997
------------ ------------ ---------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $ (6,175,546) $ (2,788,057) $ (19,825,921)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization 436,829 299,769 1,401,868
Recognition of deferred revenue (1,621,219) - (1,621,219)
Other - - 104,956
Changes in operating assets and liabilities 4,173,661 (334,526) 5,491,082
------------ ------------ -------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (3,186,275) (2,822,814) (14,449,234)
------------ ------------ -------------
INVESTING ACTIVITIES
Purchase of short term investments (4,807,505) (49,503,400) (50,660,247)
Sale of short term investments 12,786,024 29,831,358 43,536,386
Purchases of property and equipment (8,159,033) (4,954,790) (19,768,576)
Increase (decrease) in construction-in-process payable (1,943,905) 3,351,846 99,389
Other (46,305) 140,428 (213,607)
------------ ------------ -------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (2,170,724) (21,134,558) (27,006,655)
------------ ------------ -------------
FINANCING ACTIVITIES
Proceeds from issuance of preferred stock - 100,000 9,947,662
Proceeds from issuance of common stock 200,899 23,673,983 25,644,407
Proceeds from issuance of notes payable 6,639,965 190,929 11,000,612
Payments on notes payable and capital leases payable (517,330) (191,930) (911,513)
Stock issuance costs (38,527) (479,720) (2,281,937)
Other - - (47,037)
------------ ------------ -------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 6,285,007 23,293,262 43,352,194
------------ ------------ -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 928,008 (664,110) 1,896,305
Cash and cash equivalents, beginning of period 968,297 664,219 -
------------ ------------ -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,896,305 $ 109 $ 1,896,305
============ ============ =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 390,882 $ 34,768 $ 473,804
============ ============ =============
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Conversion of notes payable and related accrued interest to
preferred stock $ - $ - $ 3,585,820
============ ============ =============
Property purchased under capital leases $ - $ - $ 17,805
============ ============ =============
</TABLE>
NOTE: UPON THE CLOSING OF THE COMPANY'S INITIAL PUBLIC OFFERING IN MAY, 1996,
THE PREFERRED STOCK CONVERTED TO COMMON STOCK.
See accompanying notes.
5
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BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 (UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The interim financial information of BOLDER Technologies Corporation (the
"Company" or "BOLDER") for the three- and nine-month periods ended September
30, 1997 and 1996 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, 1996 included in
the Company's Annual Report on Form 10-KSB. 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, 1997 are not necessarily indicative of operating results to be
expected for the full year.
The Company has received certain payments in connection with its new strategic
relationship with Johnson Controls, Inc. ("JCI") announced in February 1997.
These payments, which have been recorded as deferred revenue, are consideration
to the Company for certain services provided to JCI to transfer appropriate
technical information to JCI as specified in the new agreement. The Company
is recognizing revenue as services are performed.
To enhance comparability between periods, the amounts reported in the three-
and nine-month periods ended September 30, 1996, as loss from joint venture
have been reclassified to research and development and general and
administrative expense. This reclassification results from the termination in
1996 of the joint venture with JCI in connection with the new strategic
relationship, and the assumption of costs by the Company which were previously
incurred by the joint venture.
In March 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
(SFAS No. 128), which supersedes Accounting Principles Board Opinion No. 15,
"Earnings Per Share" ("APB No. 15"). SFAS No. 128 simplifies the requirements
for reporting earnings per share ("EPS") by requiring companies only to report
"basic" and "diluted" EPS. SFAS No. 128 is effective for both interim and
annual periods ending after December 15, 1997 but requires retroactive
restatement upon adoption. The Company will adopt SFAS No. 128 in the fourth
quarter of 1997. The Company does not believe such adoption will have a
material effect on either its previously reported or future results of
operations.
6
<PAGE> 7
NOTE 2 - PRIVATE FINANCING COMPLETED OCTOBER 8, 1997
The Company completed a private financing of $16.8 million with a small group
of investors, providing for the sale of 336,200 shares of Series A Convertible
Preferred Stock at $50 per share. Net proceeds to the Company of approximately
$15.7 million will be used for production facilities, product development,
working capital and other general corporate purposes. The Series A Convertible
Preferred Stock is convertible into shares of Common Stock after 60 days
following the original issuance date of the Series A Preferred Stock at a
conversion price of $15.00, subject to certain adjustments. Dividends are
payable semi-annually at the annualized rate of 8 percent in cash or 9 percent
in Common Stock, at the option of the Company.
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
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," in the Company's 1996 Annual Report on Form 10-KSB
filed in March 1997, as well as the Company's February 13, 1997 Prospectus, and
the Company's reports on Form 8-K filed January 3, February 5, March 17, and
May 8, 1997.
GENERAL
Since its inception in March 1991, BOLDER Technologies Corporation (the
"Company" or "BOLDER") has been a development stage company, principally
engaged in the research and development of its Thin Metal Film ("TMFTM ")
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 60,000 prototype TMF batteries. An aggregate of
approximately 7,000 cells have been shipped to more than 80 customers,
primarily for evaluation. In May, the Company moved to a new manufacturing
facility and corporate headquarters in Golden, Colorado. In the third quarter,
the Company received and installed its first high volume production line from
the vendor. BOLDER is now testing, debugging, and qualifying the production
line on site in Golden. The Company has not yet manufactured cells in
commercially viable quantities. The Company expects to generate revenues
primarily from the sale of its TMF batteries.
In June 1995, the Company and Johnson Controls, Inc. ("JCI") established a
joint venture (the "Joint Venture") to develop high volume manufacturing
technology for TMF batteries, to manufacture TMF batteries for both partners
and to pursue hybrid electric vehicle battery development opportunities for TMF
batteries. In February 1997, having substantially completed its primary
objective of developing the high volume manufacturing technology, the Company
and JCI announced a new strategic relationship which replaced the Joint Venture
effective as of July 1996. Under the terms of the new agreement, each party
will separately implement TMF battery manufacturing facilities to best meet the
unique requirements of the markets addressed by each.
In connection with the new agreement, BOLDER received a cash payment from JCI.
BOLDER also received ownership of all of the tangible net assets of the Joint
Venture. In return, BOLDER agreed to provide certain services to transfer
appropriate technical information to JCI as specified in the new agreement.
The Company also granted JCI royalty- bearing licenses to allow JCI to sell TMF
batteries in specified markets. (See "Business--Strategic Relationships" in
the Form 10-KSB filed in March 1997.)
Subsequent to the February 1997 agreement, the Company received notice from JCI
disputing the scope of JCI's license for emergency car and truck starting.
Both companies announced resolution of the dispute on July 16, 1997. The
amended agreement, which clarifies each parties' rights in the automotive
engine starting and emergency jump-starting applications, provides BOLDER with
exclusive rights to the emergency jump-starting market until July 1999. At
that time JCI will receive a non-exclusive license to the emergency
jump-starting market, which will allow both companies to
8
<PAGE> 9
sell to that market. JCI maintains its exclusive license to sell to the
automotive engine starting market, which has been specifically defined as
on-board engine starting, including emergency on-board starting.
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 increased to $691,095 and $1,892,933 for the three- and
nine-month periods ended September 30, 1997, respectively, from $203,835 and
$232,048 for the same periods in 1996. Approximately 80 percent of the
$678,494 of research and development services revenues for the three-month
period, and approximately 70 percent of the $1,838,716 for the nine-month
period ended September 30, 1997, resulted from the Company's recognition of
revenue from services performed in connection with the technology transfer
arrangement with JCI. The remainder of the research and development services
revenues for the three- and nine-month periods ended September 30,1997,
resulted from a combination of both private customer-funded and
government-funded new product development programs. All of the research and
development services revenue, in the three- and nine-month periods ended
September 30, 1996, resulted from private customer-funded and government-funded
new product development programs.
Revenues from product sales increased to $12,601 and $54,217 for the three- and
nine-month periods ended September 30, 1997, respectively, from $5,204 and
$33,592 for the same periods in 1996. Product revenues are expected to remain
at nominal levels until the beginning of high volume production.
Cost of revenues increased to $201,359 and $550,001 for the three- and
nine-month periods ended September 30, 1997, respectively, from $42,768 and
$59,545 during the same periods in 1996. Most of the increase in 1997 was
associated with costs directly attributable to government or private
customer-funded new product development programs.
Research and development expenses increased to $1,965,341 and $4,489,475 for
the three- and nine-month periods ended September 30, 1997, respectively, from
$731,661 and $2,001,011 during the same periods in 1996. The increase was
primarily due to additional technical staff and associated expenses and new
manufacturing facility expenses related to the Company's expanded efforts to
commercialize its sub-C cell and prepare to implement high volume
manufacturing.
General and administrative expenses increased to $978,340 and $2,932,390 for
the three- and nine-month periods ended September 30, 1997, respectively, from
$514,831 and $1,323,470 during the same periods in 1996. The increases in 1997
were due to recruiting and relocation expenses for additional technical
staffing to support research and development activities, additional
administrative staffing and added expenses for insurance, legal, and investor
relations associated with becoming a public company. Also, included in 1997
expenses for the nine-month period ended September 30, 1997, were approximately
$210,000 of costs (printing, legal, and accounting) associated with the
registration statement filed in February 1997 and withdrawn in May 1997.
Selling and marketing expenses increased to $98,651 and $258,542 for the three-
and nine-month periods ended September 30, 1997, respectively, from $72,673 and
$136,129 for the same periods in 1996. These
9
<PAGE> 10
1997 increases were primarily due to increased marketing and business
development activities related to the Company's efforts to obtain new customers
for future delivery of product.
Interest income decreased to $168,593 from $315,336 for the three-month periods
ended September 30, 1997 and 1996, respectively. The higher income level in
1996 resulted from larger cash balances in 1996 from the investment of proceeds
as a result of the Company's IPO in May 1996. For the nine-month period ended
September 30, 1997, interest income increased slightly in 1997 to $552,812 from
$539,166 in the prior year. The increase was due to higher invested cash
balances during January through April of 1997 (compared to 1996), offsetting
lower cash balances during May through September of 1997 (compared to 1996)
resulting from the May 1996 IPO.
Interest expense increased to $253,851 and $390,883 for the three- and
nine-month periods ended September 30, 1997, respectively, from $13,368 and
$39,116 for the same periods in 1996. The increases in 1997 were due to
increased levels of lease and debt financing.
LIQUIDITY AND CAPITAL RESOURCES
From its inception through September 30, 1997, 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, 1997, the Company's
balances of cash, cash equivalents, and available-for- sale securities totaled
$9.0 million, compared to $16.1 million at December 31, 1996.
On October 9, 1997, the Company announced it had completed a private financing
of $16.8 million with a small group of investors, providing for the sale of
336,200 shares of Series A Convertible Preferred Stock at $50 per share. Net
proceeds to the Company of approximately $15.7 million will be used for
production facilities, product development, working capital and other general
corporate purposes. Each share of the Company's Series A Convertible Preferred
Stock is convertible by the investors into shares of Common Stock after 60 days
following the original issuance date of the Series A Preferred Stock at a
conversion price of $15.00, subject to certain adjustments.
The Company also has an equipment financing credit line with Transamerica
Business Credit Corporation ("TBCC") to provide financing for BOLDER's first
high volume manufacturing line. At September 30, 1997, the unused portion of
the credit line available to the Company was approximately $6.0 million. In
addition, TBCC was granted a "Right of First Refusal" with respect to the next
$15 million of equipment financing by BOLDER.
As of September 30, 1997, the Company had made progress payments of $10.6
million to fund the construction of its first high-volume production line. In
addition to amounts paid, the Company expects to incur additional costs related
to this line of approximately $0.7 million. As a result of its recent
agreement with JCI, the Company owns 100 percent of the first commercial
high-volume production line and will pay 100 percent of the costs associated
with the fabrication and installation of the line. The Company invested $0.6
million and $6.3 million during the third quarter and nine-months ended
September 30, 1997, respectively, in leasehold improvements, machinery,
equipment, and office furnishings to support its new
10
<PAGE> 11
facility and its development, production, sales, and administrative activities.
The Company has financed $4.3 million of these 1997 capital additions through
notes payable.
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 future operations will satisfy the Company's capital requirements for at
least the next 12 months. To provide funds for future production lines, the
Company will need to access additional sources of equity capital or debt. If
these financing sources are not available, then the Company would likely delay
the ramp-up of its second and subsequent fully- automated production lines.
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 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 an action filed in Jefferson
County District Court on October 16, 1997 by the Company's
former landlord, Jefferson Park West, a Colorado Joint Venture
("Jefferson Park"), arising out of a dispute between Jefferson
Park and the Company related to the Company's occupation of
its former facility in Wheat Ridge, Colorado. In its
complaint Jefferson Park alleges that the Company owes
Jefferson Park $65,000 in back rent and that the Company
is liable for the costs of remediation and clean-up of lead
dust on the premises. 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 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.
On October 8, 1997, the Company closed a private placement of
its Series A Convertible Preferred Stock in which it sold
336,200 shares of Series A Convertible Preferred Stock at
$50.00 per share. The Company received an aggregate of
approximately $16.8 million ($15.7 million net of placement
fees and expenses) from the transaction.
BT Alex. Brown, Incorporated served as the placement agent for
the private placement. In consideration for such services,
the Company paid Alex. Brown placement fees of $888,600 and
issued a warrant to Alex. Brown exercisable for 30,641 shares
of Common Stock at an exercise price of $14.50 per share.
The private placement was not registered under the Securities
Act of 1933, as amended (the "Securities Act"), and was made
in reliance upon Rule 144A under the Securities Act. The
securities were sold only to "qualified institutional buyers"
as such term is defined in Rule 144A.
Dividends on the Series A Convertible Preferred Stock are
payable, at the Company's option, in cash or common stock at
an annual rate of $4.00 (8%) per share to the extent paid in
cash and $4.50 (9%) per share to the extent paid in common
stock. Shares of Series A Convertible Preferred Stock are
convertible into common stock at a conversion price of $15.00,
subject to adjustment under certain circumstances. The Series
A Convertible Preferred Stock may be redeemed at the option of
the Company under certain circumstances after October 8, 1999
and will be subject to mandatory redemption on October 8, 2002.
In each case, the redemption
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<PAGE> 13
price will be $50.00 per share, payable in cash or common
stock at the Company's option. The Company has agreed to use
its reasonable best efforts to file a registration statement
to cover the resale of the Series A Convertible Preferred
Stock and the underlying common stock.
The net proceeds of the private placement will be used for
production facilities, product development, working capital
and other general corporate purposes.
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
------- -------------------------
27 -- Financial Data Schedule.
(b) During the third quarter ended September 30, 1997,
the Company filed no report on Form 8-K.
13
<PAGE> 14
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 13, 1997 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)
14
<PAGE> 15
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,896,305
<SECURITIES> 7,123,861
<RECEIVABLES> 86,648
<ALLOWANCES> 0
<INVENTORY> 133,262
<CURRENT-ASSETS> 9,379,434
<PP&E> 19,786,381
<DEPRECIATION> 1,373,157
<TOTAL-ASSETS> 28,015,673
<CURRENT-LIABILITIES> 5,416,651
<BONDS> 5,541,295
0
0
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</TABLE>
