BOLDER TECHNOLOGIES CORP, 424B2, 1999-10-27

BOLDER TECHNOLOGIES CORP
424B2, 1999-10-27
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES

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<PAGE> 1

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-86235

SUBJECT TO COMPLETION, DATED OCTOBER 27, 1999

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 17, 1999

2,200,000 SHARES

[BOLDER TECH LOGO]

BOLDER TECHNOLOGIES CORPORATION

COMMON STOCK
------------------------
We are offering 2,200,000 shares of our common stock. Our common stock is
traded on the Nasdaq National Market under the symbol "BOLD." On October 26,
1999, the last reported bid price of the common stock on the Nasdaq National
Market was $9.50 per share.

INVESTING IN OUR SHARES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE S-6 OF THIS PROSPECTUS SUPPLEMENT AND PAGE 7 OF THE
ACCOMPANYING PROSPECTUS.

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- ------
<S> <C> <C>
Public offering price....................................... $ $
Underwriting discounts...................................... $ $
Proceeds, before expenses, to us............................ $ $
</TABLE>

The underwriters have an option to purchase an additional 330,000 shares
from us to cover over-allotments.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

First Security Van Kasper expects to deliver the shares in San Francisco,
California on or about November , 1999.

FIRST SECURITY VAN KASPER
Prospectus Supplement dated November , 1999
<PAGE> 2

[ADVERTISEMENT FOR SECURESTART(TM) WITH PICTURE]

DESCRIPTION OF GRAPHIC FOR INSIDE FRONT COVER.

Pictures of SECURESTART(TM) unit and woman using SECURESTART(TM) to jump-start a
dead car battery, with the following text:

SECURESTART(TM) Instant Engine Starter with Emergency Halogen Flashlight.
Reliable when you need it most. Starts engines immediately: cars, snowmobiles,
lawn and garden, small trucks, motorboats, snowblowers, generators, tractors.
Starts your car quickly in all weather conditions. Professional starting
power -- starts all kinds of engines immediately. Holds charge for up to one
year -- recharges in as little as five minutes. Professional heavy duty
clamps -- promotes perfect connection. Lightweight -- weighs less than 5 lbs.
2-year limited warranty.
<PAGE> 3

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights some of the information found in greater detail
elsewhere in this prospectus supplement and the accompanying prospectus. In
addition to this summary, we urge you to read the entire prospectus supplement
and the accompanying prospectus carefully, especially the risks of investing in
our common stock discussed under "Risk Factors," before you decide to buy our
common stock. Unless otherwise indicated, information in this prospectus
supplement assumes that the underwriters do not exercise their over-allotment
option.

ANY INFORMATION IN, OR INCORPORATED BY REFERENCE IN, THE ACCOMPANYING
PROSPECTUS IS MODIFIED OR SUPERCEDED TO THE EXTENT IT IS INCONSISTENT WITH
INFORMATION IN THIS PROSPECTUS SUPPLEMENT OR A SUBSEQUENTLY FILED INCORPORATED
DOCUMENT.

THE COMPANY

We design, develop and produce high power density, rechargeable batteries
and innovative battery-powered products based on our patented Thin Metal Film
("TMF(TM)") technology. Our small size, light weight, high power density
batteries recharge rapidly, possess no memory effect and provide superior
performance in cold temperatures. In addition, our TMF(TM) batteries are
manufactured using inexpensive, readily available raw materials, which make them
cost effective to build at high production volumes. Our TMF(TM) battery
technology enhances many existing products that use batteries and enables many
new applications that could not previously be powered by batteries. We are
currently manufacturing 20,000 to 25,000 1 Ah (Ampere hour) cells per week. We
anticipate increasing production as we continue to transition from a development
stage company to commercial operations.

We recently introduced our first commercial product, SECURESTART(TM), an
easy-to-use, instant engine starter that utilizes our TMF(TM) battery
technology, six of our 1 Ah cells and built-in cables to quickly jump start cars
with "dead" batteries. Our SECURESTART(TM)instant engine starter is now
available through Sears stores, Orchard Supply Hardware stores, and a number of
catalogs, including the Sears Craftsman holiday catalog and the Nieman Marcus
catalog. We recently launched our e-commerce website (www.securestartnow.com) to
sell SECURESTART(TM) directly to consumers.

Our high power density TMF(TM) batteries are designed to quickly and
efficiently deliver large bursts of power. This contrasts with high energy
density batteries, which are designed to provide low amounts of power over an
extended period of time for applications such as laptop computers, cellular
telephones and other electronic devices. We believe our TMF(TM) batteries are
attractive for use in a variety of applications, including engine starting,
power tools, standby power and industrial power quality maintenance.

We are developing products for engine starting applications in the
automobile, motorsports and marine markets. There are two major categories of
engine starting applications -- jump starting and primary starting.

- JUMP STARTING. Our jump starting products are portable and are used to
provide a quick engine start. SECURESTART(TM) is our first commercial
jump starting product. SECURESTART(TM) is self-contained and does not
require the use of separate jumper cables, additional batteries or
another vehicle. SECURESTART(TM) weighs only five pounds, holds its
charge for up to one year and can be recharged in as little as five
minutes. We have shipped over 10,000 SECURESTART(TM) units on
consignment, including an initial stocking shipment of several thousand
units to Sears in September 1999. In mid-October, we received a follow-on
consignment order for several thousand additional units from Sears. We
are also currently developing jump starting products for the automobile
professional and marine markets.

- PRIMARY STARTING. We are designing primary starting batteries, both for
use by original equipment manufacturers ("OEMs") in products they
manufacture and for use in aftermarket applications. We plan to introduce
several primary starting products for the automobile, motorsports and
marine markets over the next several years.

S-3
<PAGE> 4

We granted Johnson Controls, Inc. ("JCI") a limited exclusive
royalty-bearing license with respect to the automotive primary starting
market. JCI is a major supplier of batteries to the automobile industry.
Recently, JCI announced plans to offer engine starting batteries, based
upon our TMF(TM) technology, for dual-battery and 36-volt systems under
development by major automotive manufacturers. We plan to introduce a line
of automobile and truck primary starting batteries for both automotive
manufacturers and the automotive aftermarket after JCI's exclusivity ends
in July 2001.

In addition to engine starting applications, we plan to address other
applications by selling our batteries to OEM customers that possess
application-specific expertise in areas such as standby power systems, portable
generators and high power/pulse power portable tools. We are currently working
with Coleman and Skil-Bosch, among others, to incorporate our TMF(TM) battery
technology into some of their products.

We believe there are barriers to entry for potential competitors interested
in developing technology similar to our TMF(TM) technology.

- INTELLECTUAL PROPERTY PROTECTION. We hold 7 issued and 10 pending United
States patents and 21 issued and 13 pending foreign patents covering a
number of inventions relating to various aspects of our TMF(TM)
technology. In addition, unfair competition and trade secrets laws
protect certain aspects of our intellectual property and proprietary
rights. We believe our issued and pending patents and other intellectual
property rights provide significant protection for our proprietary
designs and processes.

- TECHNOLOGY AND MANUFACTURING EXPERTISE. We have invested a significant
amount of time and capital to develop our TMF(TM) technology and the
associated manufacturing process. Through the use of sophisticated
process controls, we have collected large amounts of data regarding the
characteristics and performance of the TMF(TM) batteries we have produced
to date. We have utilized this information to substantially refine our
TMF(TM) battery technology and manufacturing process. Based on our
experience, we believe it would take a significant amount of time, in
addition to a substantial capital investment, to develop a competing high
power density battery technology.

- EXPERIENCED MANAGEMENT AND KEY EMPLOYEES. Our executive officers and key
employees have extensive experience in the battery industry and, in
particular, in designing, developing and producing small format,
spiral-wound batteries, such as our TMF(TM) batteries. We believe this
specialized expertise gives us a competitive advantage.

Our objective is to become a major supplier of high power density
rechargeable batteries and innovative battery-powered products. Our strategies
for achieving this objective include:

- developing products that exploit the unique capabilities of TMF(TM)
batteries;

- creating brand recognition for our trademarks, including SECURESTART(TM)
and TMF(TM);

- using precision process control and advanced analytical tools to improve
performance and reduce manufacturing costs; and

- protecting and enhancing our proprietary technology base.

S-4
<PAGE> 5

THE OFFERING

Common stock offered....... 2,200,000 shares

Common stock to be
outstanding after this
offering................. 14,095,360 shares(1)

Use of proceeds............ We intend to use the net proceeds from this
offering to expand our production capacity and for
product development, marketing, working capital and
other general corporate purposes. See "Use of
Proceeds"

Nasdaq National Market
Symbol................... BOLD
- ---------------

(1) Based on the number of shares of common stock outstanding on September 30,
1999. Does not include shares issuable upon the exercise of outstanding
options and warrants or upon conversion of our Series A Preferred Stock.

SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
---------------------------------------- -------------------------
1996 1997 1998 1998 1999
----------- ----------- ------------ ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Product sales............ $ 35,580 $ 84,716 $ 49,264 $ 32,081 $ 70,682
Research and development
services.............. 440,324 2,466,377 2,410,605 1,080,945 99,325
----------- ----------- ------------ ----------- -----------
Total revenues... $ 475,904 $ 2,551,093 $ 2,459,869 $ 1,113,026 $ 170,007
=========== =========== ============ =========== ===========
Gross profit............... $ 304,418 $ 1,843,487 $ 2,126,950 $ 909,500 $ (25,132)
=========== =========== ============ =========== ===========
Net loss................... $(4,160,090) $(8,749,424) $ (9,943,969) $(4,699,349) $(7,442,966)
=========== =========== ============ =========== ===========
Net loss allocable to
common stockholders...... $(4,160,090) $(9,151,744) $(11,671,086) $(5,561,442) $(8,306,954)
=========== =========== ============ =========== ===========
Basic and diluted net loss
per share................ $ (0.64) $ (0.97) $ (1.22) $ (0.58) $ (0.83)
=========== =========== ============ =========== ===========
Weighted average number
of common shares out-
standing -- basic and
diluted.................. 6,465,281 9,446,930 9,560,660 9,522,116 10,016,418
=========== =========== ============ =========== ===========
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1999
--------------------------
PRO FORMA AS
ACTUAL ADJUSTED(1)
----------- ------------
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and available-for-sale securities.... $ 9,632,415 $34,370,920
Working capital............................................. 6,196,390 30,934,895
Total assets................................................ 32,356,457 57,094,962
Notes payable............................................... 9,675,910 9,675,910
Convertible, redeemable preferred stock..................... 16,106,401 16,106,401
Total stockholders' equity.................................. 20,473,943 45,212,448
</TABLE>

- ---------------

(1) Pro forma for receipt of net proceeds of $5,342,505 from our July 1999
private placement of common stock and as adjusted for our receipt of the
estimated net proceeds of this offering.

S-5
<PAGE> 6

FORWARD LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference therein include forward-looking statements. Those
statements are sometimes indicated by words such as "anticipate," "estimate,"
"believe," "consider," "expect," "project," "intend" and similar expressions.
Forward-looking statements are based on assumptions of future events, some of
which will not occur. Actual results will vary from those set forth or implied
in the forward-looking statements and the variances may be material. See "Risk
Factors."

RISK FACTORS

An investment in our common stock involves a high degree of risk. You
should carefully consider the following "Risk Factors" section and the "Risk
Factors" section included in the accompanying prospectus before you decide to
buy our common stock. The risks discussed below, as well as other risks not
presently known to us or that we currently deem immaterial, may have a material
adverse effect on our business, results of operations and financial condition.

WE ARE A DEVELOPMENT STAGE COMPANY, HAVE A LIMITED OPERATING HISTORY AND ARE
SUBJECT TO MANY RISKS APPLICABLE TO A YOUNG COMPANY.

Since our inception in 1991, we have been principally engaged in research
and development activities relating to our TMF(TM) batteries. We commenced
limited commercial production of our TMF(TM) batteries in October 1998. We will
encounter the risks and difficulties frequently encountered by development stage
companies, including those set forth below.

WE HAVE A HISTORY OF LOSSES, WE EXPECT TO LOSE MONEY IN THE FUTURE AND WE MAY
NOT ACHIEVE OR SUSTAIN PROFITABILITY.

We have not achieved profitability or earned material revenues from the
sale of our products. As of June 30, 1999, we had an accumulated deficit of
$39.8 million. We do not expect to have material product revenues until the
fourth quarter of 1999, at the earliest. We do not expect to be profitable prior
to the second half of 2000, at the earliest. Prior to achieving profitability,
we expect to incur significant losses as we continue to incur substantial sales
and marketing, research and development and general and administrative expenses.
No assurance can be given that we will ever be profitable or, if we do achieve
profitability, that we will sustain or increase profitability.

MARKET ACCEPTANCE OF OUR TMF(TM) BATTERIES AND END-USER PRODUCTS IS UNCERTAIN.

The markets for our products are unproven, and no assurance can be given
that market acceptance will be achieved. We cannot accurately anticipate how our
products will perform in practice, what problems consumers will experience or
the rates at which consumers will return our products or submit warranty claims.
Our success will depend, in large part, on our ability to meet end-user and OEM
customer requirements by developing and introducing, on a timely basis, new
products and enhanced or modified versions of our existing products. There can
be no assurance that we will be able to do so.

WE HAVE LIMITED EXPERIENCE IN MARKETING OUR PRODUCTS AND WE ARE DEPENDENT ON
OTHERS TO DO SO.

We have limited experience in marketing our products and will be dependent
on outside sales representatives, distributors, resellers and retail operators
to do so. We may not be able to obtain additional or retain any present or
future sales representatives, distributors, resellers or retailers needed to
develop material retail sales. It is likely that any agreements we may enter
into with such persons will not be exclusive, will not have minimum purchase or
resale requirements, and may be terminated by either party without cause. These
other persons will not be within our control and may carry products that are
competitive with our products, not give a high priority to the marketing of our
products, not continue to carry our products or not adequately market our
products.

S-6
<PAGE> 7

WE ARE IN THE EARLY STAGES OF MANUFACTURING AND MUST CONTINUE TO DEVELOP OUR
MANUFACTURING CAPABILITIES.

The difficulties and risks related to the implementation of our
manufacturing line and new process technology have in the past, and may in the
future, materially adversely affect our operating results. We have not yet
operated our initial automated line at full capacity or over an extended period
of time.

In order to become profitable, we will need to materially increase the
production yield of our existing manufacturing line and successfully fabricate,
install and qualify additional automated production equipment that will produce
at acceptable yields.

We will also need to hire and train a substantial number of new
manufacturing workers. The availability of skilled and unskilled workers in the
Denver metropolitan area, the site of our manufacturing facility, is limited due
to a relatively low unemployment rate.

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL CAPITAL TO FUND OUR OPERATIONS WHEN
NEEDED.

From our inception, we have financed our operations primarily through
private and public offerings of our equity securities. If this offering is
completed, we expect to have adequate capital resources through December 2000.
If this offering is not completed, we expect to have adequate capital resources
through the first quarter of 2000. We will require substantial capital resources
in the future. We do not have any availability under our loan agreement or other
capital resources. Our inability to obtain required capital resources when
needed would have a material adverse effect on our business, results of
operations and financial condition.

FAILURE TO MANAGE OUR GROWTH EFFECTIVELY COULD ADVERSELY AFFECT OUR BUSINESS.

Our transition from a development stage company to a manufacturing company
has strained and will continue to strain our managerial, operational and
financial resources. If our products achieve market acceptance, we will need to
increase our number of employees, significantly increase our manufacturing
capability and enhance our operating systems and practices. We cannot assure you
that we will be able to effectively do so or otherwise manage our future growth.

WE ARE DEPENDENT UPON EFFECTIVE STRATEGIC RELATIONSHIPS.

Our business strategy includes relying on a limited number of strategic
relationships for the commercialization of our products, assistance in the
design and development of our products, and manufacturing and marketing
expertise. Our existing relationships may be inadequate to, and we may be unable
to enter into other relationships that will, achieve our objectives in these
areas. To the extent we enter into strategic partnerships, we may be required to
share revenues, contribute to expenses and grant to the other parties licenses
to manufacture, market or sell products based upon our TMF(TM) technology, which
could adversely affect our operating results.

IF WE ARE UNSUCCESSFUL IN SELLING TO OEMS, OUR BUSINESS COULD BE HARMED.

Our business strategy includes selling our products to OEMs, and we are
investing resources to do so. No assurances can be given that we will be
successful in selling to OEMs. The ability of OEMs to successfully integrate our
products into theirs and to successfully market those products is beyond our
control.

WE RELY ON THIRD PARTIES TO MANUFACTURE PARTS FOR AND ASSEMBLE OUR PRODUCTS.

We currently rely on third parties to manufacture parts for and assemble
SECURESTART(TM). We may outsource additional manufacturing and assembly work in
the future. These third parties are not under our control, and their failure to
perform could have a material adverse effect on our business, results of
operations and financial condition.

S-7
<PAGE> 8

WE ARE DEPENDENT ON OUR SUPPLIERS FOR RAW MATERIALS.

To date, we have used sole or limited source suppliers for certain key raw
materials used in our products. We have no long-term contracts or other
guaranteed supply arrangements for any of these materials. If our suppliers are
unable to meet our quality and volume requirements for raw materials in a timely
manner and at an acceptable cost, it could have a material effect on our
business, results of operations and financial condition.

INTENSE COMPETITION EXISTS IN THE BATTERY AND INSTANT ENGINE STARTING INDUSTRIES
AND WE EXPECT COMPETITION TO CONTINUE TO INTENSIFY.

Competition in the battery and instant engine starting industries is
intense and is expected to increase in the future. Our competitors range from
development stage companies to major domestic and international companies.

Many of our competitors have significant financial resources, established
market positions, longstanding relationships with OEMs and other customers, and
significantly greater name recognition, technical, marketing, sales,
manufacturing, distribution and other resources than we do. No assurance can be
given that we will be able to compete successfully with those companies,
including with JCI in the markets where JCI has a license from us, or other
competitors.

Prestone Products Corporation (a subsidiary of AlliedSignal Corporation),
Century Mfg. Co. (a subsidiary of Pentair, Inc.) and others are marketing
portable jump starters for automotive, marine and other applications which are
comparably priced to SECURESTART(TM) and offer a variety of features. Some of
these products, with a power inverter, can also power computers and other small
appliances. While we believe SECURESTART(TM) is superior to these other products
in several respects, no assurance can be given that we will market
SECURESTART(TM)successfully against the products of these other companies.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IF WE FAIL TO KEEP PACE WITH RAPIDLY
CHANGING TECHNOLOGIES.

The battery industry has experienced, and is expected to continue to
experience, rapid technological change. If competing technologies that
outperform our batteries are developed and successfully introduced, our
business, operating results and financial condition may be materially adversely
affected.

OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY MAY ADVERSELY AFFECT OUR
ABILITY TO COMPETE.

Patents, trade secrets and other proprietary rights are important to our
success and competitive position. Our efforts to protect our proprietary rights
may be inadequate and may not prevent others from claiming violations by us of
their proprietary rights.

Because the status of patents involves complex legal and factual questions
and the breadth of claims issued is uncertain, we cannot be certain that any of
our issued patents will afford meaningful protection against competitors with
similar technology. Some foreign countries provide significantly less patent
protection than the United States. We cannot be certain that our pending
applications will result in issued patents.

In addition to patent protection, we rely on the law of unfair competition
and trade secrets to protect our proprietary rights. Other companies may
infringe upon our patents and other proprietary rights or may obtain patents
that will require us to license or design around such patents. If we resort to
legal proceedings to enforce our proprietary rights, the proceedings could be
burdensome and expensive and the outcome could be uncertain. The unauthorized
misappropriation of our proprietary rights could have a material adverse effect
on our business, results of operations and financial condition.

S-8
<PAGE> 9

WE ARE NOW, AND MAY IN THE FUTURE BE, SUBJECT TO CLAIMS ALLEGING INTELLECTUAL
PROPERTY INFRINGEMENT.

We are now, and may in the future be, subject to claims alleging that we
have infringed third-party proprietary rights. If we were to discover that any
of our products infringed third-party rights, we may not be able to obtain
permission to use those rights on commercially reasonable terms. If we resort to
legal proceedings to defend against alleged infringements, the proceedings could
be burdensome and expensive and could involve a high degree of risk.

In September 1999, Century Mfg. Co., an affiliate of Pentair, Inc., filed a
complaint against us in the United Stated District Court for the District of
Minnesota. Century manufactures a line of portable power and jump starting
products and held discussions with us in 1996 regarding the possible
incorporation of our TMF(TM) batteries into its potential products. Century
alleges that the concept of using a charging battery to charge and prolong the
shelf life of our TMF(TM) cells in a jump starting product is proprietary to
Century and that, among other things, we have misappropriated Century's trade
secrets and breached a confidentiality agreement in producing and manufacturing
SECURESTART(TM). The complaint seeks injunctive relief and unspecified damages.

In October 1999, the Federal District Court Judge hearing the case denied
Century's request for a preliminary injunction, stating that Century had not
shown either a probability of prevailing on the merits or irrevocable injury,
both of which must be established to obtain a preliminary injunction. This
determination does not dispose of the case, which remains pending trial. We
believe that Century's claims are without merit and intend to defend against
them vigorously.

Century informed us that it has a United States patent application pending
in which certain claims have been allowed that cover the SECURESTART(TM)
product. If the patent claims have indeed been allowed, the patent will issue,
possibly as early as November 1999. Because patent applications are maintained
in secrecy by the United States Patent Office pending issuance and because
Century refuses to provide copies of any portion of its purported patent
application, we are not currently able to fully evaluate Century's patent
position or its effect on us.

Defending against Century's claims, with or without merit, could be time
consuming and result in costly litigation. An adverse outcome in the Century
litigation or a valid patent infringed by SECURESTART(TM) could have a material
adverse effect on our business, results of operations and financial condition.

WE MAY NOT BE ABLE TO SUCCESSFULLY OPERATE OUR BUSINESS IF WE LOSE KEY PERSONNEL
OR FAIL TO ATTRACT AND RETAIN HIGHLY SKILLED PERSONNEL.

We believe that our success will depend on the continued services of our
senior management team and other key personnel, as well as our ability to
attract and retain skilled personnel. The loss of any of our senior management
team or other key employees or our failure to attract and retain the necessary
scientific, manufacturing, sales and marketing personnel could have a material
adverse effect our business, results of operations and financial condition.

ENVIRONMENTAL MATTERS MAY MATERIALLY ADVERSELY AFFECT US.

Our operations involve the storage, use and disposal of a number of toxic
and hazardous materials, including lead, lead oxide, sulfuric acid, solvents and
adhesives. We are required to maintain our research and manufacturing operations
in compliance with United States federal, state and local laws and regulations,
including but not limited to CERCLA and OSHA, that govern the storage, use and
disposal of various chemicals used in and waste materials produced by the
manufacture of our TMF(TM) batteries.

We may be unable to operate in conformity with applicable environmental and
safety laws and regulations. Changes in these laws or regulations may require us
to incur substantial capital or operating costs to achieve or maintain
compliance. Any failure by us to comply with safety laws and regulations,
including adequately controlling the discharge of our hazardous materials and
wastes could have a material adverse effect on our business, results of
operations and financial condition.

S-9
<PAGE> 10

OUR PRODUCT LIABILITY INSURANCE MAY NOT BE SUFFICIENT TO COVER PRODUCT LIABILITY
CLAIMS.

The sale of our products may expose us to product liability claims from
consumers. Although we maintain product liability insurance in amounts we
believe are reasonable, we cannot be certain that insurance will be adequate to
cover any potential liability relating to one or more claims of product
liability, or that such insurance will be available at an acceptable cost in the
future.

In this regard, lead acid batteries, including our TMF(TM) battery, may
develop significant internal pressures during severe overcharge conditions due
to the release of gases as a byproduct of the chemical reaction occurring in the
cell. In order to prevent potential pressure build up, our batteries incorporate
a Bunsen pressure relief valve which, under normal overcharge conditions, will
allow the venting of small amounts of gases, primarily hydrogen and oxygen. If
the batteries are subjected to abusive overcharge or overdischarge conditions,
larger amounts of these gases may be vented, which when mixed with air, can
cause explosions. In addition, under such conditions, toxic gases or sulfuric
acid spray may be released. Sulfuric acid can cause burns and other severe
injuries. Such occurrences or misuse of our products may result in product
liability claims against us.

CONTROL BY EXISTING STOCKHOLDERS MAY LIMIT YOUR ABILITY TO INFLUENCE THE OUTCOME
OF DIRECTOR ELECTIONS AND OTHER MATTERS REQUIRING STOCKHOLDER APPROVAL.

After this offering, approximately 32% of our outstanding stock will be
owned by three private equity funds. These stockholders may be able to
significantly influence or control matters that require stockholder approval,
including electing directors and approving significant corporate transactions.

CERTAIN PROVISIONS IN OUR CORPORATE DOCUMENTS MAY DISCOURAGE OUR ACQUISITION BY
OTHERS AND THUS DEPRESS OUR STOCK PRICE.

Our corporate documents, including our stockholders rights plan, and
Delaware law could make it more difficult for a third party to acquire us, even
if a change in control would be beneficial to our stockholders. These and other
provisions could limit the price that investors might be willing to pay for our
securities or preclude a sale of our company at a time and price beneficial to
our stockholders.

A NUMBER OF FACTORS COULD CAUSE THE PRICES FOR OUR SECURITIES TO CONTINUE TO BE
HIGHLY VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL OUR SECURITIES AT OR ABOVE
THE OFFERING PRICE.

Our annual and quarterly operating results may fluctuate and may be below
expectations of public market analysts and investors. If this occurs, the
trading price of our securities could significantly decline. The market price of
our securities could also fall if the holders of our securities sell substantial
amounts of our securities, including securities issued upon the exercise of
outstanding options and warrants and upon conversion of the outstanding Series A
Preferred Stock. Some of our security holders are entitled to certain
registration rights. The exercise of those rights could adversely affect the
market price of our securities.

For these and other reasons, the market price of our common stock has been
and is likely to be volatile. No assurance can be given that investors will be
able to sell our securities at or above the offering price.

YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION IN THE VALUE OF YOUR
INVESTMENT.

Purchasers of common stock in this offering will incur immediate and
substantial dilution in the book value per share of their investment. Our pro
forma net tangible book value as of June 30, 1999 was $25.4 million or
approximately $2.14 per share. Pro forma net tangible book value represents the
amount of tangible assets less total liabilities, divided by the number of
shares of common stock outstanding. Our pro forma net tangible book value as of
June 30, 1999 would be $44.8 million or approximately $3.18 per share assuming
the sale of the shares offered hereby at an assumed offering price of $9.50 per
share. This represents an immediate increase in net tangible book value to
existing stockholders attributable to new

S-10
<PAGE> 11

investors of $1.04 per share and the immediate dilution of $6.32 per share to
new investors. To the extent outstanding options and warrants to purchase common
stock are exercised, there may be further dilution to investors, because most of
our outstanding options and warrants have an exercise price below the assumed
public offering price.

OUR BUSINESS COULD BE AFFECTED BY YEAR 2000 ISSUES.

Year 2000 issues refer generally to the problems that some software may
have in determining the correct century. For example, software with
date-sensitive functions that is not Year 2000 compliant may not be able to
distinguish whether "00" in a year refers to 1900 or 2000, which may result in
failures or the creation of erroneous results.

We rely upon software in our information systems and manufacturing
equipment, most of which was installed and written within the past three years.
We have completed an inventory of our critical control systems, computers, and
application software. We are not currently aware of any significant operational
issues or costs associated with preparing our internal information technology
and non-information technology systems for Year 2000 issues. However, we may
experience significant unanticipated problems and costs caused by undetected
errors or defects. In addition, we may experience significant unanticipated
problems and costs caused by external Year 2000 compliance failures that affect
our suppliers, customers or industry and commerce generally. These could
seriously harm our business, results of operations and financial condition.

S-11
<PAGE> 12

USE OF PROCEEDS

We estimate that we will receive approximately $19.4 million in net
proceeds from this offering ($22.3 million if the underwriter's over-allotment
option is exercised in full), assuming a public offering price of $9.50 per
share.

We intend to use the net proceeds to expand our production capacity and for
product development, marketing, working capital and other general corporate
purposes. Pending these uses, the net proceeds from this offering will be
invested in short-term, interest-bearing, investment grade securities.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 1999. This
table should be read together with the "Selected Financial Data," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and notes thereto included in this prospectus
supplement.

<TABLE>
<CAPTION>
JUNE 30, 1999
----------------------------
PRO FORMA AS
ACTUAL ADJUSTED(1)
------------ ------------
(UNAUDITED)
<S> <C> <C>
Cash and cash equivalents................................... $ 9,632,415 $ 34,370,920
============ ============
Long-term debt, net of current portions..................... $ 7,901,491 $ 7,901,491
------------ ------------
Stockholders' equity:
Preferred stock, Series A, par value $0.001 per share;
336,200 shares authorized and outstanding.............. 16,106,401 16,106,401
Common stock, par value $0.001 per share; 25,000,000
shares authorized; 11,123,340 shares issued and
outstanding (14,086,555 shares pro forma, as
adjusted)(2)........................................... 11,123 14,086
Treasury stock, par value $0.001 per share, 33,333
shares................................................. (50,000) (50,000)
Additional paid-in capital................................ 44,193,152 68,928,694
Accumulated deficit....................................... (39,786,733) $(39,786,733)
------------ ------------
Total stockholders' equity........................ 20,473,943 $ 45,212,448
------------ ------------
Total capitalization.............................. $ 28,375,434 $ 53,113,939
============ ============
</TABLE>

- ---------------

(1) Pro forma for receipt of net proceeds of $5,342,505 from our July 1999
private placement of common stock and as adjusted for our receipt of the
estimated net proceeds of this offering, assuming a public offering price of
$9.50 per share.

(2) Based on the number of shares of common stock outstanding on June 30, 1999
and 763,215 shares of common stock issued in the July 1999 private
placement. Does not include shares issuable upon the exercise of outstanding
options and warrants and upon conversion of our Series A Preferred Stock.

S-12
<PAGE> 13

PRICE RANGE OF COMMON STOCK

Our common stock began trading publicly on the Nasdaq National Market under
the ticker symbol BOLD on May 1, 1996. Prior to that date, there was no public
market for the common stock. The following table sets forth the quarterly high
and low sale prices of our common stock as reported on the Nasdaq National
Market for the periods indicated.

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1996
Second Quarter (from May 1, 1996)......................... $15.38 $10.50
Third Quarter............................................. 14.38 10.75
Fourth Quarter............................................ 17.13 13.13
YEAR ENDED DECEMBER 31, 1997
First Quarter............................................. $17.25 $11.25
Second Quarter............................................ 14.25 11.00
Third Quarter............................................. 15.50 12.13
Fourth Quarter............................................ 14.00 8.50
YEAR ENDED DECEMBER 31, 1998
First Quarter............................................. $11.75 $ 7.88
Second Quarter............................................ 14.00 8.50
Third Quarter............................................. 14.31 8.50
Fourth Quarter............................................ 13.75 8.13
YEAR ENDED DECEMBER 31, 1999
First Quarter............................................. $14.50 $ 8.25
Second Quarter............................................ 10.25 7.25
Third Quarter............................................. 11.75 6.88
Fourth Quarter (through October 26, 1999)................. 11.00 9.31
</TABLE>

As of September 30, 1999, there were approximately 315 holders of record of
our common stock. Holders of record include certain nominees who hold shares for
approximately 3,000 beneficial owners of our common stock.

DIVIDENDS

We are required to pay dividends on our Series A Preferred Stock at an
annual rate of $4.00 per share, to the extent the dividend is paid in cash, or
$4.50 per share, to the extent the dividend is paid in common stock. If
dividends are paid in cash, we would pay $1,344,000 annually. Payment of
dividends in common stock will be dilutive to the holders of our common stock.
To date, we have paid Series A Preferred Stock dividends in common stock.

We have not paid any cash dividends on our common stock since our inception
and do not intend to pay any cash dividends on our common stock in the
foreseeable future.

S-13
<PAGE> 14

SELECTED FINANCIAL DATA

The following selected financial data at December 31, 1998 and for the
three years then ended is derived from our audited financial statements. The
following selected financial data at June 30, 1999 and for the six-month periods
ended June 30, 1998 and 1999 is derived from our unaudited financial statements.
Our unaudited financial statements include all adjustments, consisting only of
normal recurring adjustments, we consider necessary for a fair presentation of
our financial condition and results of operations for such periods. Financial
and operating results for the six months ended June 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1999. The selected financial data set forth below should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and the notes thereto included in this
prospectus supplement.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
---------------------------------------- --------------------------
1996 1997 1998 1998 1999
----------- ----------- ------------ ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenues:
Product sales.................... $ 35,580 $ 84,716 $ 49,264 $ 32,081 $ 70,682
Research and development
services...................... 440,324 2,466,377 2,410,605 1,080,945 99,325
----------- ----------- ------------ ----------- -----------
Total revenues........... 475,904 2,551,093 2,459,869 1,113,026 170,007
Cost of revenues................... 171,486 707,606 332,919 203,526 195,139
----------- ----------- ------------ ----------- -----------
304,418 1,843,487 2,126,950 909,500 (25,132)
----------- ----------- ------------ ----------- -----------
Operating expenses:
Research and development......... 2,863,552 7,092,534 7,677,787 3,612,391 4,318,573
General and administrative....... 2,132,565 3,348,061 3,286,783 1,681,700 1,695,658
Selling and marketing............ 212,960 357,716 665,573 208,021 933,277
----------- ----------- ------------ ----------- -----------
Total operating
expenses............... 5,209,077 10,798,311 11,630,143 5,502,112 6,947,508
----------- ----------- ------------ ----------- -----------
Income (loss) from operations...... (4,904,659) (8,954,824) (9,503,193) (4,592,612) (6,972,640)
Other income (expense):
Interest income.................. 798,846 839,025 905,735 506,785 209,428
Interest expense................. (54,277) (633,625) (1,346,511) (613,522) (679,754)
----------- ----------- ------------ ----------- -----------
Net income (loss).................. (4,160,090) (8,749,424) (9,943,969) (4,699,349) (7,442,966)
----------- ----------- ------------ ----------- -----------
Dividend on preferred stock........ -- (352,320) (1,512,900) (755,414) (756,450)
Accretion of preferred stock
offering costs................... -- (50,000) (214,217) (106,679) (107,538)
----------- ----------- ------------ ----------- -----------
Net loss allocable to common
stockholders..................... $(4,160,090) $(9,151,744) $(11,671,086) $(5,561,442) $(8,306,954)
=========== =========== ============ =========== ===========
Basic and diluted net loss per
share(1)......................... $ (0.64) $ (0.97) $ (1.22) $ (0.58) $ (0.83)
=========== =========== ============ =========== ===========
Shares used in computing basic and
diluted net loss per share(1).... 6,465,281 9,446,930 9,560,660 9,522,116 10,016,418
=========== =========== ============ =========== ===========
Unaudited, pro forma basic and
diluted net loss per share(1).... $ (0.49)
===========
Shares used in computing unaudited,
pro forma basic and diluted net
loss per share(1)................ 8,437,817
===========
</TABLE>

<TABLE>
<CAPTION>
AS OF
DECEMBER 31, JUNE 30,
1998 1999
------------ -----------
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and available-for-sale securities.... $11,119,734 $9,632,415
Working capital............................................. 8,060,606 6,196,390
Total assets................................................ 32,591,747 32,356,457
Notes and capital leases payable............................ 10,381,045 9,675,910
Convertible, redeemable preferred stock..................... 15,998,863 16,106,401
Total stockholders' equity.................................. 20,388,338 20,473,943
</TABLE>

- ---------------

(1) See note 2 of notes to financial statements for information concerning the
computation of basic and diluted net loss per share and pro forma basic net
loss per share.

S-14
<PAGE> 15

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with
"Selected Financial Data" and the financial statements and the notes thereto
included elsewhere in this prospectus supplement. This discussion contains
certain forward-looking statements that involve risks and uncertainties. Please
see "Forward-Looking Statements" and "Risk Factors" elsewhere in this prospectus
supplement and in the accompanying prospectus.

OVERVIEW

Since our inception in March 1991, we have been a development stage
company, principally engaged in the research and development of our TMF(TM)
battery technology, to which we have devoted significant resources. In May 1997,
we moved to a new 127,000 square foot leased manufacturing facility and
corporate headquarters in Golden, Colorado. We believe this facility will
accommodate multiple production lines, two research and development ("R&D")
lines, and all of our other operations. In the third quarter of 1997, we
installed our first high-volume manufacturing line, designed to annually produce
approximately four million 1 Ah cells (referred to as our sub-C cell in the
accompanying prospectus and the documents incorporated by reference therein).
For approximately the next year, we focused most of our resources on qualifying
the line for commercial production. In the fourth quarter of 1998, we qualified
our production line and introduced our 1 Ah cell, which can be a modular
building block for various battery packs. We are currently producing 20,000 to
25,000 1 Ah cells per week, substantially all of which are for the manufacture
of SECURESTART(TM) and the balance of which are for sampling to limited OEM
customers.

Upon qualifying the production line and introducing our 1 Ah cell, our
focus shifted to the design, manufacture, and introduction of products based on
our TMF(TM) technology. On August 5, 1999, we introduced SECURESTART(TM), an
instant engine starter which employs our TMF(TM) technology and, specifically,
the 1 Ah cell. In August 1999, we entered into an agreement with Sears to supply
SECURESTART(TM) to approximately 2,000 Sears stores. We began commercial
shipments of SECURESTART(TM) in October 1999 and have shipped over 10,000
SECURESTART(TM) units to date, substantially all on consignment. SECURESTART(TM)
is currently available in Sears stores and Orchard Supply Hardware stores, as
well as through the Sears Craftsman holiday catalog and the Nieman Marcus
catalog. We believe that the majority of our near-term revenues will be
generated from sales of SECURESTART(TM).

We are working with potential OEM customers who are testing and evaluating
our TMF(TM) batteries for potential design into their products.

We believe that the task of improving the yield of our first production
line, the efficiency of the overall manufacturing process and the performance of
our TMF(TM) products will be an ongoing activity. Additional modifications will
be required from time to time to improve the production capability of our
production line. Similarly, changes in the design of our products will be
required from time to time in order to improve product performance.

In June 1995, we established a joint venture with JCI (the "Joint Venture")
to develop high-volume manufacturing technology for TMF(TM) batteries,
manufacture TMF(TM) batteries for sale by both JCI and ourselves, and pursue
hybrid electric vehicle battery development opportunities for TMF(TM) batteries.
In 1997, having substantially completed the primary objective of developing the
high-volume manufacturing technology, the Joint Venture was terminated and we
entered into a new relationship with JCI. Under the new relationship, JCI and we
are separately developing TMF(TM) battery-manufacturing facilities. We granted
royalty-bearing licenses to JCI, certain of which are subject to minimum
royalties and minimum performance criteria. These licenses give JCI the sole and
exclusive right to sell TMF(TM) batteries for use as primary starting batteries
in automobiles and trucks until July 2001. We have also entered into a cross
supply agreement with JCI pursuant to which each of us has committed to supply
the other with minimum quantities of TMF(TM) battery products for several years.

S-15
<PAGE> 16

RESULTS OF OPERATIONS

Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998

Revenues from product sales increased to $70,682 for the six months ended
June 30, 1999 from $32,081 for the same period in 1998. R&D revenues declined to
$99,325 for the six months ended June 30, 1999 from $1,080,945 for the same
period in 1998. The six months ended June 30, 1998 included $699,000 of R&D
revenues recognized for services provided in connection with our technology
transfer arrangement with JCI, which was completed at the end of 1998. R&D
revenues from a customer-funded product development program decreased to $29,000
for the six-month period ended June 30, 1999 from $234,000 for the same period
in the prior year. This program was completed in the first quarter 1999. We
consider R&D revenues as insignificant to the future of our business.

Cost of revenues decreased to $195,139 from $203,526 for the six months
ended June 30, 1999 and 1998, respectively. The decrease in 1999 was primarily
due to less activity in the first quarter of 1999 than in the first quarter of
1998 on a government funded product development program that was completed in
the first quarter of 1999. This decrease in cost of revenues was almost offset
by the higher costs resulting from increased product shipment volumes in the
second quarter of 1999.

R&D expenses increased to $4,318,573 for the six-month period ended June
30, 1999 from $3,612,391 for the same period in the prior year. The increase in
1999 was primarily due to additional technical staff and associated expenses and
new manufacturing facility and production line expenses related to our efforts
to provide high-volume production capability in support of our commercialization
efforts.

General and administrative expenses increased to $1,695,658 for the
six-month period ended June 30, 1999 from $1,681,700 for the same period in the
prior year. Most of the increase in 1999 resulted from higher legal fees and
insurance compared to the prior year.

Selling and marketing expenses increased to $933,277 for the six-month
period ended June 30, 1999 as compared to $208,021 for the same period in the
prior year. The increase in 1999 was primarily due to increased staffing levels
and business development activities associated with the commercial introduction
of our products.

Interest income decreased to $209,428 from $506,785 for the six-month
periods ended June 30, 1999 and 1998, respectively. The decrease was due to
smaller average invested cash balances in 1999 than in 1998.

Interest expense increased to $679,754 from $613,522 for the six months
ended June 30, 1999 and 1998, respectively. The increase in 1999 was due to
higher average debt balances in the first quarter of 1999 as compared to the
first quarter of 1998.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Total revenues decreased to $2,459,869 in 1998 from $2,551,093 in 1997. As
in previous reporting periods, the majority of revenues resulted from R&D
services. Revenues from product sales decreased to $49,264 in 1998 from $84,716
in 1997. Approximately 85 and 75 percent of the $2,410,605 and $2,466,377 of R&D
revenues in 1998 and 1997, respectively, resulted from our recognition of
revenue from services performed in connection with the technology transfer
arrangement with JCI. The remainder of the R&D revenues in 1998 and 1997
resulted from customer-funded research and development programs. The R&D
revenues associated with the JCI agreement were non-cash items in 1998. The
technology transfer agreement with JCI was completed in 1998, and no additional
R&D revenues will be recognized beyond 1998 from this agreement.

Cost of revenues decreased to $332,919 in 1998 from $707,606 in 1997. Most
of the decrease in 1998 was due to lower levels of customer funded product
development programs compared to 1997.

R&D expenses increased to $7,677,787 in 1998 from $7,092,534 in 1997. The
increase in 1998 was primarily due to additional technical staff and associated
expenses and new manufacturing facility and

S-16
<PAGE> 17

production line expenses related to our expanded efforts to commercialize our 1
Ah cell and to implement high-volume manufacturing.

General and administrative expenses decreased to $3,286,783 in 1998
compared to $3,348,061 in 1997. The small decrease in 1998 reflected lower
expenses for legal fees and recruiting and relocation than in the prior year.

Selling and marketing expenses increased to $665,573 in 1998 compared to
$357,716 in 1997. The increases in 1998 were primarily due to increased staffing
levels and small amounts of advertising expenses associated with the commercial
introduction of our products.

Interest income increased to $905,735 in 1998 from $839,025 in 1997. This
increase was due to larger invested cash balances in 1998, primarily resulting
from our private placement of Series A Preferred Stock in October 1997 and
proceeds from debt financing in March 1998.

Interest expense increased to $1,346,511 in 1998, compared to $633,625 in
1997. The increases in 1998 were due to increased levels of debt financing.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996.

During 1997, we received revenues from services provided under a technology
transfer agreement with JCI, from a Small Business Innovation Research ("SBIR")
research and development agreement, from a customer-funded development program
and from the sale of batteries for testing and evaluation by customers. R&D
revenues increased to $2,466,377 in 1997 from $440,324 in 1996. Approximately 75
percent of the 1997 R&D revenues resulted from the technology transfer agreement
with JCI, which did not exist in 1996. The remaining 25 percent of R&D revenues
in 1997 and all of the 1996 R&D revenues resulted from a combination of both
private customer-funded and the SBIR product development programs. Product sales
revenues increased to $84,716 in 1997 from $35,580 in 1996.

Cost of revenues increased to $707,606 in 1997 from $171,486 in 1996. The
increase was a result of higher costs directly related to commercial and
government funded product development programs.

R&D expenses increased to $7,092,534 in 1997 from $2,863,552 in 1996,
primarily due to additional technical staff and associated expenses and new
manufacturing facility expenses related to our increased efforts to
commercialize our 1 Ah cell and to implement high-volume manufacturing.

General and administrative expenses increased to $3,348,061 in 1997 from
$2,132,565 in 1996. The increase was due to additional administrative staffing
and added expenses for insurance, legal and investor relations. Also, included
in the 1997 expenses were $210,000 of costs (printing, legal and accounting)
associated with a registration statement that was filed in February 1997 and
withdrawn in May 1997.

Selling and marketing expenses increased to $357,716 in 1997 from $212,960
in 1996. The increase was primarily due to increased marketing and business
development activities related to our efforts to obtain new customers for future
delivery of product.

Interest income increased to $839,025 in 1997 from $798,846 in 1996. The
increase resulted primarily from slightly higher average cash balances invested
during 1997 than in 1996.

Interest expense increased to $633,625 in 1997 from $54,277 in 1996. The
increase resulted primarily from increased levels of lease and debt financing in
1997.

LIQUIDITY AND CAPITAL RESOURCES

From our inception, we have financed our operations and met our capital
requirements primarily through private and public offerings of our equity
securities, raising net proceeds of approximately $65 million from sales of
these securities. Included in this amount are net proceeds of approximately
$12.8 million received from private offerings of equity securities on May 18,
1999 and July 9, 1999. In 1997 and 1998, we received net proceeds of
approximately $12.3 million from a loan agreement with Transamerica Business
Credit Corporation ("TBCC"). The remaining loan balance was approximately

S-17
<PAGE> 18

$9.6 million as of June 30, 1999. At June 30, 1999, our balances of cash, cash
equivalents, and available-for-sale securities totaled approximately $9.6
million, compared to approximately $11.1 million at December 31, 1998.

If the offering is completed, we expect to have adequate capital resources
through at least December 2000. If this offering is not completed, we expect to
have adequate capital resources through the first quarter of 2000. We will
require substantial capital resources in the future. We have no additional
availability under the TBCC loan agreement or other capital resources. Our
inability to obtain required capital resources when needed would have a material
adverse effect on our business, results of operations and financial condition.

INCOME TAXES

We have not paid income taxes since our inception. As of December 31, 1998,
we had net operating loss ("NOL") carry-forwards totaling approximately $34.6
million available to reduce any future taxable income. Our private placement of
Series A Convertible, Redeemable Preferred Stock in October 1997 resulted in a
change of ownership under the Tax Reform Act of 1986. The offering may result in
an additional change of ownership, which would also limit the use of NOL
carry-forwards. As a result, we are limited to using approximately $7.0 million
of NOL carry-forwards in each future year. Our NOL carry-forwards expire from
2005 through 2013.

YEAR 2000

We rely on software in our information systems and manufacturing equipment,
most of which was installed and written within the past three years. We have
completed an inventory of our critical control systems, computers and
application software, and have validated our internal systems for Year 2000
compliance. The validation of our internal systems was implemented through a
combination of written vendor confirmations and specific validation testing. We
have tested our equipment and software and found it to be Year 2000 compliant,
applied supplier fixes or replaced the equipment. In addition, we have
implemented processes to identify and evaluate the Year 2000 status of newly
acquired equipment and to evaluate supplier and customer Year 2000 compliance.
These programs will continue through the end of 1999. The cost of testing and
validation is not expected to exceed $50,000, including consulting and internal
resources.

Due to the fact that our information and embedded systems are new,
generally off-the-shelf, and vendor relationships still exist for the subject
equipment and software, Year 2000 remediation costs have been minimal and are
expected to remain so. We have replaced relatively low-cost personal computers
and installed low or no-cost bug-fixes from manufacturers of equipment and
software. These costs, including hardware replacements accelerated by the Year
2000 situation, and other contingency plan activities are not expected to exceed
$40,000.

The remaining risks of Year 2000 issues are primarily external, due to the
difficulty of validating key third parties' readiness for Year 2000 issues. We
have sought confirmation of such compliance and seek relationships with third
parties that are compliant. However, even if we obtain Year 2000 compliance
assurances from third parties, there is still a risk that a major supplier of
raw materials or an OEM customer could become unreliable due to Year 2000
problems. Therefore, we intend to maintain contingency plans for each of these
key relationships as they arise, such as second sourcing, purchasing additional
inventory and creating joint contingency plans for Year 2000 situations with
each relationship.

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<PAGE> 19

BUSINESS

This discussion contains certain forward-looking statements that involve
risks and uncertainties. Please see "Forward Looking Statements" and "Risk
Factors" elsewhere in this prospectus supplement and the accompanying
prospectus.

INTRODUCTION

We design, develop and produce high power density, rechargeable batteries
and innovative battery-powered products based on our patented TMF(TM)
technology. Our small size, light weight, high power density batteries recharge
rapidly, possess no memory effect and provide superior performance in cold
temperatures. In addition, our TMF(TM) batteries are manufactured using
inexpensive, readily available raw materials, which make them cost effective to
build at high production volumes. Our TMF(TM) battery technology enhances many
existing products that use batteries and enables many new applications that
could not previously be powered by batteries. We are currently manufacturing
20,000 to 25,000 1 Ah (Ampere hour) cells per week. We anticipate increasing
production as we continue to transition from a development stage company to
commercial operations.

MARKETS AND PRODUCTS

- PRIMARY STARTING. We are designing primary starting batteries, both for
use by OEMs in products they manufacture and for use in aftermarket
applications. We plan to introduce several primary starting products for
the automobile, motorsports and marine markets over the next several
years.

We granted JCI a limited exclusive royalty-bearing license with respect to
the automotive primary starting market. JCI is a major supplier of
batteries to the automobile industry. Recently, JCI announced plans to
offer engine starting batteries, based upon our TMF(TM) technology, for
dual-battery and 36-volt systems under development by major automotive
manufacturers. We plan to

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<PAGE> 20

introduce a line of automobile and truck primary starting batteries for
both automotive manufacturers and the automotive aftermarket after JCI's
exclusivity ends in July 2001.

STRATEGY

Our objective is to become a major supplier of high power density
rechargeable batteries and innovative battery-powered products. Our strategies
for achieving this objective include the following:

- DEVELOP PRODUCTS THAT EXPLOIT THE UNIQUE CAPABILITIES OF TMF(TM)
BATTERIES. We intend to develop and market our own products, primarily in
the engine starting market, where we believe our TMF(TM) battery
technology is particularly well suited and there is a significant
opportunity to redefine the product category. The first example of this
is SECURESTART(TM), an easy-to-use, instant engine starter. We also plan
to develop and introduce several products in the motorsports and marine
markets over the next several years.

- CREATE BRAND RECOGNITION FOR OUR TRADEMARKS, INCLUDING SECURESTART(TM)
AND TMF(TM). We intend to promote the SECURESTART(TM)and TMF(TM)
trademarks to help create awareness of the capabilities of our technology
and permit premium pricing.

- USING PRECISION PROCESS CONTROL AND ADVANCED ANALYTICAL TOOLS TO IMPROVE
PERFORMANCE AND REDUCE COSTS. We are committed to improving process
efficiency, enhancing product quality and performance, and reducing
manufacturing costs through the use of advanced process controls and
analytical tools. We use sophisticated process controls to capture
multiple data points throughout the manufacturing process. We use this
data to evaluate, control and improve the manufacturing process, optimize
and improve product performance and reduce product cost.

- PROTECTING AND ENHANCING OUR PROPRIETARY TECHNOLOGY BASE. We consider our
product and process technology to be one of our most valuable assets. We
believe our technology is applicable to a wide range of products. We
intend to exploit this technology by developing new products to meet
market needs. We intend to protect our technology base through our
established program for intellectual property documentation and
protection.

TMF(TM) TECHNOLOGY

We believe that our TMF(TM) technology represents a significant advance
over existing rechargeable battery technologies for applications that require
high power in a small package. TMF(TM) rechargeable batteries employ a
proprietary configuration of traditional lead acid electrochemistry -- the same
electrochemistry that has been used in battery systems for over a century and
that is currently used in batteries for cars and many electronic applications.

We believe that the combination of the following characteristics of our
TMF(TM) batteries offer advantages over other commercially available
rechargeable batteries in a broad range of current and future applications:

- HIGH POWER. TMF(TM) batteries are designed to quickly and efficiently
deliver high bursts of power. This is important in existing applications
such as high power/pulse power tools, standby power systems, industrial
power quality maintenance and engine starting, and may enable new
applications such as high performance hybrid electric vehicles.

- COST EFFECTIVE. TMF(TM) batteries are manufactured using inexpensive,
readily available raw materials. We believe our manufacturing process
will be cost effective at high production volumes.

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<PAGE> 21

- NO MEMORY EFFECT. TMF(TM) batteries do not suffer from the memory effect
that reduces the capacity of nickel cadmium ("NiCd") batteries if they
are discharged and recharged repeatedly.

- SMALL SIZE. In high power applications, such as high power/pulse power
tools, engine starting and standby power systems, TMF(TM) batteries can
do the same amount of work as much larger, commercially available
rechargeable batteries. Since the battery system typically accounts for a
significant part of the physical volume and weight of products, we
believe TMF(TM) technology can make products smaller and lighter.

- FASTER RECHARGE. TMF(TM) batteries can be recharged rapidly, allowing
them to be back to work quickly, thus increasing the "up time" of devices
employing TMF(TM) batteries.

- STABLE DISCHARGE VOLTAGE. In some applications, notably standby power,
electronic circuits must be used to compensate for the voltage drop
during discharge of other types of rechargeable batteries. TMF(TM)
batteries have very stable voltage, even during high rate discharge,
which provides more consistent performance and potentially reduces the
need for voltage regulation.

- COOL OPERATION. High power operation of other commercially available
batteries typically generates significant heat, which must be
accommodated in the design of products. The low impedance of TMF(TM)
batteries greatly reduces the amount of heat generated by the battery,
thus simplifying product design.

- SUPERIOR COLD TEMPERATURE PERFORMANCE. All batteries lose capacity as the
temperature drops. TMF(TM) batteries lose significantly less of their
room temperature capacity at lower temperatures than do other
commercially available batteries.

- EXTREMELY RAPID RESPONSE. TMF(TM) batteries deliver energy much more
rapidly than other commercially available batteries.

- EASY TO RECYCLE. Environmental concerns have made recycling of batteries
increasingly important. Unlike many existing and emerging battery
technologies, TMF(TM) batteries are readily handled through the well
developed recycling process which is currently used to recycle
approximately 90 percent of the lead acid batteries in the United States.

A variety of combinations of chemical and metallurgical materials can be
used to form a rechargeable battery system. For example, rechargeable lead acid
batteries that are used in automobiles include a negative and positive plate
made of lead and lead oxide compounds and an electrolyte of sulfuric acid. A
rechargeable NiCd battery incorporates a positive and negative plate made of
nickel and cadmium compounds with a potassium hydroxide electrolyte. TMF(TM)
batteries use the same components as traditional lead acid batteries. This
provides a cost advantage over NiCd batteries because the raw materials for lead
acid batteries are less expensive than those used in NiCd batteries.

The primary structural innovations of our TMF(TM) batteries are an
increased plate surface area within the battery, a short path through the active
material between the negative and positive plates, and patented end cap
connectors. As in a traditional lead acid battery, the TMF(TM) battery cell has
a negative and positive plate. However, the TMF(TM) plates are unique because
they are comprised of very thin lead foil substrates that are coated with a very
thin, uniform layer of active material (lead oxide paste) (see Figure 1). The
negative and positive plates of the TMF(TM) battery are interleaved with a
fiberglass separator. In the spiral wound form factor of the TMF(TM) battery,
the combination of the negative and positive plates and the fiberglass separator
are wound so that the negative and positive plates are slightly offset at
opposite ends of the cell. A connector is cast on to each end of the cell (see
Figure 2). We designed our patented connector to cap the ends of the spiral
wound TMF(TM) battery so that it is in continuous contact with the exposed edge
of both the negative and positive plates. TMF(TM) technology can

S-21
<PAGE> 22

be implemented in spiral wound or prismatic (or flat) batteries. While we have
built prototype prismatic TMF(TM) batteries, essentially all of our development
work has been on spiral wound TMF(TM) batteries.

[BATTERY CELL AND CONNECTOR CAP]

<TABLE>
<S> <C>
FIGURE 1 FIGURE 2
[A picture of one of our battery cells and [A picture of the connector cap appears here]
its component parts, including the positive
plate, the negative plate and the separator
appears here. The picture illustrates the
slight offset of the negative and positive
plates at opposite ends of the cell.]
</TABLE>

The use of thin lead foil substrates significantly increases the surface
area of the lead, thus lowering the impedance of the cell and greatly increasing
the rate at which the cell can be charged and discharged. In addition, the use
of the thin lead foil substrates in combination with the fiberglass separator
provides for a short path through the active material between the negative and
positive plates, allowing for more rapid delivery of the current, increasing the
responsiveness of the cell. The patented end cap provides a continuous, uniform
and dispersed connection between the negative and positive plates and the device
being powered. TMF(TM) batteries have been made in sizes ranging from 0.5-inch
diameter (0.4 Ah) cells up to approximately 3-inch diameter (12 Ah) cells.

OTHER BATTERY TECHNOLOGIES

Rechargeable battery systems utilize a number of different
electrochemistries, the most common of which include lead acid, nickel cadmium,
nickel metal hydride and lithium ion. The performance characteristics of battery
systems are interdependent and all battery systems involve trade-offs between
various performance characteristics, such as power density and energy density.
For example, battery systems that are designed to maximize energy density may
not have a good power density, and vice versa. Therefore, different
electrochemistries have advantages in different applications.

Although there have been significant advances in the design of rechargeable
batteries over recent years, the primary focus of those efforts has been to
increase energy density. Increases in energy density allow longer periods of use
between recharges, but do not increase the sustained power that a battery system
can deliver. For example, as shown in Figure 3, lithium-ion batteries have
higher energy density (i.e., can store and deliver higher amounts of energy)
than other battery electrochemistries in low power applications. By contrast,
our TMF(TM) technology has been designed for high power density. Increases in
power density allow more high power work to be done with a battery of a given
size or weight. As Figure 3 indicates, we believe TMF(TM) batteries are capable
of five to six times the power delivery of any other battery system. TMF(TM)
batteries have the same advantage in power delivery as lithium-ion batteries
have in energy delivery. In addition, TMF(TM) batteries deliver significantly
more energy than other electrochemical systems when the energy is provided at
high power rates. Certain products with short duty cycles, which require very
high levels of power to operate, can be made portable by utilizing TMF(TM)
batteries.

S-22
<PAGE> 23

FIGURE 3

[CHART]

[A graphic appears here plotting the power density and energy density
characteristics of existing battery systems. The graphic illustrates that Lead
Acid batteries have power density ranging from approximately 40-400 W/kg and an
energy density of approximately 40 to 15 Wh/kg; Nickel Cadmium batteries have a
power density ranging from approximately 50-900 W/kg and an energy density of
approximately 40 to 1 Wh/kg; Nickel Metal Hydride batteries have power density
ranging from approximately 40-800 W/kg and an energy density of approximately 45
to 20 Wh/kg; Lithium Ion batteries have power density ranging from approximately
50-1500 W/kg and an energy density of approximately 90 to 1 Wh/kg; and; our
TMF(TM) batteries have power density ranging from approximately 40-6000 W/kg and
an energy density of approximately 30 to 5 Wh/kg. All battery systems except
TMF(TM) exhibit rapidly declining energy density with increasing power density.]

TRADITIONAL LEAD ACID. Traditional lead acid batteries have been in
commercial production for over a century. Traditional lead acid batteries come
in two types: flooded and valve regulated. Flooded lead acid batteries are
typically used as automobile batteries or for large standby power systems. These
batteries use a liquid electrolyte and must be stored and used upright. Valve
regulated lead acid batteries are used in security, medical and electronics
applications, and they can be used in any position. Lead acid batteries are
generally the least expensive of any battery system, provide moderate energy and
power density and have a nominal voltage of two volts per cell.

NICKEL CADMIUM. NiCd batteries were first introduced in the 1960s and have
enabled a wide range of portable products, including electronics and portable
power tools. NiCd batteries cost more to produce than lead acid batteries, in
part because of the high cost of nickel and cadmium. While they deliver good
energy density and moderately good power density, NiCd batteries have relatively
low cell voltage (1.2 volts) and lose capacity if they are repeatedly partially
discharged and then recharged (this is referred to as the memory effect). In
addition, there are growing environmental concerns regarding NiCd batteries,
including the potential for harmful release of highly toxic cadmium.

NICKEL METAL HYDRIDE. Nickel metal hydride ("NiMH") batteries, first
introduced in the mid-1980s, provide significantly higher energy density than
NiCd batteries. NiMH batteries are typically used in applications that require
low to moderate power output and long run times, such as camcorders and laptop
computers. NiMH batteries are more expensive than NiCd batteries and generally
less suitable for high power applications such as power tools.

LITHIUM. Both lithium ion batteries, which are now available commercially,
and lithium polymer batteries, which are becoming commercially available, can
provide substantially greater energy density than other available battery
systems for low rate applications, such as laptop computers. Existing lithium
systems, however, have low sustained power density and are generally unsuitable
for applications that require high power output. In addition, they are
significantly more expensive than other commercial batteries, require relatively
complex monitoring and charging circuitry and raise safety issues due to the
volatility of lithium metal.

S-23
<PAGE> 24

STRATEGIC RELATIONSHIPS

We use strategic relationships from time to time as a means of accessing
funding, R&D, marketing and other resources, and to develop specific markets.
For example, we have a license relationship with JCI relating to the
commercialization of TMF(TM) batteries.

In June 1995, we established the Joint Venture with JCI to develop
high-volume manufacturing technology for TMF(TM) batteries, manufacture TMF(TM)
batteries for sale by both JCI and ourselves, and pursue hybrid electric vehicle
battery development opportunities for TMF(TM) batteries. In 1997, having
substantially completed the primary objective of developing the high-volume
manufacturing technology, the Joint Venture was terminated and we entered into a
new relationship with JCI. Under the new relationship, JCI and we are separately
developing TMF(TM) battery-manufacturing facilities.

We granted royalty-bearing licenses to JCI, certain of which are subject to
minimum royalties and minimum performance criteria. These licenses give JCI the
sole and exclusive right to sell TMF(TM) batteries for use as primary engine
starting batteries in automobiles and trucks until July 2001. We have also
entered into a cross supply agreement with JCI pursuant to which each of us has
committed to supply the other with minimum quantities of TMF(TM) battery
products for several years.

MANUFACTURING

We completed commercial qualification of our first production line for 1 Ah
cells during 1998. The production line is operating 12 hours per day, 7 days per
week. We intend to have the production line operating 24 hours per day, 7 days
per week by the end of the first half of 2000. We are currently producing
approximately 20,000 to 25,000 1 Ah cells per week and intend to continuously
enhance our manufacturing equipment, processes and capability.

A flowchart of the manufacturing process for the spiral wound TMF(TM)
battery is shown below.

TMF flowchart

S-24
<PAGE> 25

The manufacturing process starts with the application of active material
(lead oxide paste) to very thin lead foil to form the positive and negative
plates of the cell. The plates, separated by a thin fiberglass separator, are
wound together using a process similar to that used to wind capacitors. Each end
of the wound cell is immersed in molten lead, which forms the positive and
negative end connectors of the cell. The cell is assembled into a plastic case
and filled with liquid electrolyte. The cell undergoes a process known as
"formation," whereby a proprietary sequence of charges, discharges, and rests
are used to electrochemically make the negative and positive plates functional.
The completed cell is tested to verify that it meets our specifications.

We use sophisticated process controls to capture multiple data points
throughout the manufacturing process which we use to evaluate, control and
improve the manufacturing process, to optimize and improve product performance,
and to reduce product cost. In addition, we employ an extensive validation
program that measures performance criteria critical to customer applications.
Certain elements of the manufacturing process are proprietary, and we own the
designs to certain equipment used in the process.

The principal raw materials used to produce TMF(TM) batteries are lead foil
and lead oxide. While these materials are available from multiple sources, the
TMF(TM) manufacturing process requires levels of consistency and purity in
excess of those required for many other applications. We have developed a vendor
qualification and partnering program and an incoming material inspection system
to evaluate the quality of raw materials.

MARKETING AND SALES

Currently, we are focused on maximizing sales of our SECURESTART(TM) line
of instant engine starters. We intend to market SECURESTART(TM) products through
automotive and marine specialty stores, catalog and specialty retailers, and
major retail stores. In addition, we intend that SECURESTART(TM) will be
available directly from us through our e-commerce website and through television
shopping networks. We are marketing SECURESTART(TM) directly and through five
independent sales representatives.

We have a direct sales team that services our OEM customers and value-added
distributors ("VADs"). We have signed exclusive distribution agreements with
three VADs, granting them territories that cover the United States and Europe.
We believe our VADs will provide services such as cell testing, matching and
pack assembly, assembly of the battery pack into a custom housing, packaging
with a charger for OEM battery users, and marketing and distribution of our
products. Our VAD agreements are subject to minimum performance criteria and
standard termination provisions. Our VADs may sell competitive products. In each
of our VAD agreements, we have reserved the right to deal with any OEM directly
and currently intend to service larger OEMs through our direct sales force,
rather than through our VADs.

We are developing a nationwide advertising and public relations campaign.
As part of this effort, we contacted more than 50 consumer and trade
publications, providing information about SECURESTART(TM) and our TMF(TM)
technology. We intend to expand this effort to include television and radio
advertising.

RESEARCH AND DEVELOPMENT

We have invested a significant amount of time and capital to develop our
TMF(TM) technology and the associated manufacturing processes. In addition,
through the use of sophisticated process controls, we have collected large
amounts of data regarding the characteristics and performance of our TMF(TM)
batteries. We have utilized this information to substantially refine our TMF(TM)
battery technology and manufacturing process. Based on our experience, we
believe it would take a significant amount of time, in addition to a substantial
capital investment, to develop a competing battery technology.

We continue to direct our primary R&D efforts toward improving the 1 Ah
cell and our manufacturing processes. In addition, we have developed and tested
prototypes of various form factors, including larger and smaller spiral wound
cells and very thin ( 1/16-inch) prismatic batteries. While we

S-25
<PAGE> 26

believe that each of these products may have market opportunities, there can be
no assurance that any of these prototypes will result in a commercial product.

PATENTS, TRADE SECRETS AND TRADEMARKS

We hold 7 issued United States patents that expire beginning in 2008 and
ending in 2019. Our issued patents cover a number of inventions including thin
non-perforated plates used in lead acid batteries and an end connector for
establishing electrical continuity between thin plates and a battery terminal.
We also have 21 issued foreign patents. In addition, we have 10 pending patents
in the United States, as well as 13 pending foreign patents.

We have registered our BOLDER(TM), TMF(TM), and SECURESTART(TM) trademarks
on the principal federal trademark register.

In addition to patent and trademark protection, we rely on the law of
unfair competition and trade secrets to protect our proprietary rights. We
consider several elements of the TMF(TM) manufacturing process to be trade
secrets. We attempt to protect our trade secrets and other proprietary
information through agreements with customers and suppliers, proprietary
information agreements with employees and consultants and other security
measures. Although we believe that our issued and pending patents and additional
intellectual property rights provide significant protection for our proprietary
designs and processes, there can be no assurance that these measures will be
successful.

LEGAL PROCEEDINGS

From time to time we are subject to legal proceedings arising out of our
operations. In September 1999 Century Mfg. Co., a subsidiary of Pentair, Inc.,
filed a complaint against us in the United States District court for the
District of Minnesota. Century, which manufactures a line of portable power and
jump starting products, alleges among other things that we misappropriated
Century's trade secrets and breached a confidentiality agreement in producing
and manufacturing SECURESTART(TM). The complaint seeks injunctive relief and
unspecified damages. We believe Century's claims are without merit and intend to
defend against them vigorously. See "Risk Factors -- We are now, and may in the
future be, subject to claims alleging intellectual property infringement."

COMPETITION

Competition in the battery and instant engine starting industries is, and
is expected to remain, intense. The competitors range from development stage
companies to major domestic and international companies.

The market for engine jumpstarting devices has traditionally been targeted
at garages, tow truck operators and other professional users. Our primary
competitors in this market are Prestone Products Corporation (a subsidiary of
AlliedSignal Corporation), Century Mfg. Co. and K&K Jump Start/ Chargers, Inc.

Prestone Products Corporation, Century Mfg. Co. and others are marketing
portable jump starters for automotive, marine and other applications which are
comparably priced to SECURESTART(TM) and offer a variety of features. Some of
these products, with a power inverter, can also power computers and other small
appliances. While we believe SECURESTART(TM) is superior to these other products
in several respects, including its significantly lighter weight, much faster
recharging and ability to hold its charge for a substantially longer period, no
assurance can be given that we will market SECURESTART(TM)successfully against
the products of these other companies.

S-26
<PAGE> 27

In applications such as portable tools and appliances and certain
electronic and medical products, our primary competitors are suppliers of NiCd
batteries, including:

- SANYO Energy (USA) Corporation;

- Panasonic Industrial Company, a division of Matsushita Electric
Corporation of America;

- Energizer Power Systems, a division of Eveready Battery Company; and

- SAFT America, Inc.

In applications such as car starting, standby power and certain medical and
electronics applications, our primary competitors are suppliers of lead acid
batteries:

- Suppliers of automotive batteries include JCI (which has a license to use
our TMF(TM) technology), Exide Corporation, GNB Inc. and Delphi
Automotive Systems Corporation, formerly a division of General Motors
Corporation; and

- Suppliers of small lead acid batteries used in non-automotive
applications include Yuasa Exide, Inc., Exide Corporation, Matsushita
Electric Corporation of America, Hawker Energy Products, Inc., CSB
Battery of America Corp. and GS Battery USA, Inc., a division of Japan
Storage Battery Co., Limited.

SAFETY AND ENVIRONMENTAL ISSUES

Our operations involve the storage, use and disposal of a number of toxic
and hazardous materials, including lead, lead oxide, sulfuric acid, solvents and
adhesives. As a result, we are required to maintain our research and
manufacturing operations in compliance with United States federal, state and
local standards that govern the storage, use and disposal of various chemicals
used in and waste materials produced by the manufacture of our TMF(TM)
batteries. Our new manufacturing facility includes an enclosed area specifically
for the mixing of lead oxide paste, the pasting of the lead foil and the winding
of the cells. Employees operating in these areas are instructed in the use of
safety equipment such as gloves, protective clothing and respirators and are
required under OSHA guidelines to submit to blood monitoring tests on a periodic
basis. The supervision and analysis of these tests are undertaken by an outside,
independent agency and the results thereof are communicated to our employees.

Our activities are also subject to federal, state and local environmental
and safety laws and regulations, including but not limited to regulations issued
and laws enforced by the Colorado Labor and Employment Department, the United
States Department of Transportation, the United States Department of Commerce,
the United States Environmental Protection Agency, the United States Department
of Labor and state and county health and safety agencies. United States and
foreign agencies are considering more stringent regulation of the disposal of
all rechargeable batteries. There can be no assurance that we will be able to
operate in conformity with such laws and regulations, or that changes in such
laws or regulations will not require us to incur substantial capital or
operating costs to achieve and maintain compliance. Any failure by us to
adequately control the discharge of our hazardous materials and wastes could
also subject us to future liabilities, which could be significant.

Lead acid batteries, including our TMF(TM) battery, may develop significant
internal pressures during severe overcharge conditions due to the release of
gases as a byproduct of the chemical reaction occurring in the cell. In order to
prevent potential pressure build up, our batteries incorporate a Bunsen pressure
relief valve that, under normal overcharge conditions, will allow the venting of
small amounts of gases, primarily hydrogen and oxygen. If the batteries are
subjected to abusive overcharge or overdischarge conditions, larger amounts of
these gases may be vented, which when mixed with air, can cause explosions. In
addition, under these conditions, toxic gases and/or sulfuric acid spray may be
released. Sulfuric acid can cause burns. While we maintain product liability
insurance in amounts which we believe are reasonable given the associated risks,
there is no assurance that such insurance will be adequate to cover any
potential liability relating to one or more claims of product liability. We have
tested our batteries under a variety of conditions and plans to continue to test
our products for safety.

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<PAGE> 28

HUMAN RESOURCES

As of October 1, 1999, we had 176 full-time equivalent employees. Of the
total, 19 employees were engaged in product research and development, 128 in
operations, and 29 in general and administrative and marketing functions. Our
success will depend in large part on our ability to attract and retain skilled
and experienced employees. None of our employees are covered by a collective
bargaining agreement, and we consider our relations with our employees to be
satisfactory.

PROPERTIES

We are located in a 127,000 square foot leased facility in Golden, Colorado
(approximately 15 miles northwest of Denver) that was built-to-suit in 1997. We
have an eleven-year lease for the facility with two five-year renewal options.
This facility includes all of our offices and laboratories as well as our first
high-volume production line. The facility is designed to accommodate multiple
high-volume production lines and two research and development lines.

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<PAGE> 29

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

Our executive officers and directors are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
Roger F. Warren......................... 57 Chief Executive Officer, President and
Director
Daniel S. Lankford...................... 53 Chairman of the Board of Directors
Joseph F. Fojtasek...................... 58 Chief Financial Officer, Vice
President -- Finance and Administration,
Secretary and Treasurer
Arthur S. Homa, Ph.D.................... 44 Senior Vice President -- Technology and
Manufacturing
Sandra D. Schreiber..................... 50 Senior Vice President -- Systems and
Supply Chain
Daniel A. Schwob........................ 48 Senior Vice President -- Marketing and
Sales
Donovan B. Hicks........................ 61 Director
David L. Riegel(1)...................... 61 Director
Wilmer R. Bottoms, Ph.D.(1)(2).......... 56 Director
William D. Connor....................... 68 Director
Carl S. Stutts(1)(2).................... 52 Director
</TABLE>

- ---------------

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

Roger F. Warren has served as Chief Executive Officer and President of the
Company since October 4, 1999 and was appointed a director in July 1998. Prior
to joining the Company, Mr. Warren served as the President of the International
Micropower Division and a director of Rayovac Corporation, a battery
manufacturer, since 1985. From 1977 to 1984, Mr. Warren served as Vice President
and General Manager of the International and United States Grocery Divisions of
Swift & Co., a multibillion-dollar manufacturer and distributor of food
products. Mr. Warren received a B.S. from the University of Hull in the United
Kingdom.

Daniel S. Lankford has served as Chairman of the Board of Directors since
October 1996. From July 1994 through October 1999, Mr. Lankford served as Chief
Executive Officer and President of the Company. Prior to joining the Company,
Mr. Lankford was Chief Executive Officer of Lucent Microelectronics -- Europe
from December 1989 to July 1994. Prior thereto, Mr. Lankford served as Vice
President of Marketing for Lucent's worldwide microelectronics unit. He received
his M.S. as a Sloan Fellow from Stanford University and his B.S. from Johns
Hopkins University.

Joseph F. Fojtasek has served as the Company's Chief Financial Officer,
Vice President, Finance and Administration, Secretary and Treasurer since
February 1996. From April 1992 to February 1996, Mr. Fojtasek served as Vice
President and Chief Financial Officer of CoCensys, Inc., a biopharmaceutical
company. In 1990 and 1991, Mr. Fojtasek provided financial consulting services,
in some cases acting as Chief Financial Officer, to various early stage
technology companies. He received his M.B.A. and B.S. from the University of
Texas.

Arthur S. Homa, Ph.D. has served as the Company's Senior Vice President,
Technology and Manufacturing, since September 1998 and as its Vice President,
Technology, from December 1997 to September 1998. From 1992 to 1997, Dr. Homa
was Vice President, Technology for Rayovac Corporation, a battery manufacturer.
From 1988 to 1992, Dr. Homa was Research and Development Manager for ELTECH
Systems Corporation, a company specializing in electrochemical production
technology. From 1981 to 1988, Dr. Homa was employed by General Electric in
various research positions. Dr. Homa

S-29
<PAGE> 30

received his Ph.D. in Electrochemistry from Case Western Reserve University and
his B.A. in Chemistry and Physics from Franklin & Marshall College.

Sandra D. Schreiber has served as the Company's Senior Vice President,
Systems and Supply Chain, since September 1998. Ms. Schreiber served as the
Company's Senior Vice President, Operations, from August 1995 to September 1998,
as its Vice President, Operations, from February 1995 to August 1995, and as its
Vice President, Quality, from March 1994 to February 1995. Prior to joining the
Company in August 1993, Ms. Schreiber was Vice President, Technical Operations
at Ivion Corporation, a manufacturer of infusion pumps. Ms. Schreiber received
her B.S. from Montana State University.

Daniel A. Schwob has served as the Company's Senior Vice President,
Marketing and Sales since October 1998. Prior to joining the Company, Mr. Schwob
founded Semipower Systems, Inc., an industrial drives company, and served as its
Chief Executive Officer from 1992 to 1997 and as its Chairman of the Board from
January 1998 to October 1998. Previously, Mr. Schwob held sales and marketing
management positions, primarily in the semiconductor industry, with General
Electric, Advanced Micro Devices and IXYS Corporation. Mr. Schwob received a
B.S. from Ohio University.

Donovan B. Hicks has served as a director of the Company since 1997. Mr.
Hicks is the founder and managing partner of Cygnus Enterprise Development
L.L.C., a company that assists in the development of emerging companies.
Previously, Mr. Hicks was employed by Ball Corporation and served as President
and Chief Executive Officer of its subsidiary, Ball Aerospace and Technologies
Corp., from August 1995 until his retirement in December 1996, and as Vice
President of its Aerospace and Communications Group from 1988 to August 1995.
Mr. Hicks received a B.S. from Colorado State University.

David L. Riegel has served as a director of the Company since 1992. From
May 1992 to October 1992, Mr. Riegel served as the Chief Executive Officer of
the Company. Mr. Riegel was the Executive Vice President and Chief Operating
Officer of Exabyte Corporation, a data storage company, from December 1994 until
his retirement in September 1997. From July 1993 to December 1994, Mr. Riegel
was Senior Vice President of Operations at Exabyte. From November 1992 to July
1993, he was Senior Vice President of 8mm Operations at Exabyte. From July 1990
until November 1992, Mr. Riegel served as President and Chief Executive Officer
of PrairieTek Corp., a disk drive manufacturer. Mr. Riegel received a B.S. from
Purdue University.

Wilmer R. Bottoms, Ph.D., has served as a director of the Company since
1993. From July 1996 until his retirement in December 1998, Dr. Bottoms served
as Chairman of the Board and Chief Executive Officer of Credence Systems
Corporation, a manufacturer of semiconductor test equipment. From 1984 to July
1996, Dr. Bottoms was a Senior Vice President of Patricof & Co. Ventures, Inc.,
a venture capital firm. Dr. Bottoms received a Ph.D. from Tulane University and
a B.S. from Huntington College.

William D. Connor has served as a director of the Company since 1997. In
March 1996, Dr. Connor founded and currently serves as President of Vista2000,
Inc., a firm specializing in general and international management consulting for
high technology and electronics companies. Prior to forming Vista2000, Inc., Dr.
Connor held a variety of positions at Motorola, Inc., most recently as Corporate
Vice President and Director of the Information Technology, General Systems
sector. Dr. Connor received a D.B.A. and an M.B.A. from the University of
Southern California and a B.B.A. from the University of Miami.

Carl S. Stutts has served as a director of the Company since 1992. Mr.
Stutts has served as Vice President of Finance and Corporate Development of
Texas Petrochemicals Corp. since April 1998. From 1988 to April 1998, Mr. Stutts
was a general partner of Columbine Venture Management II, the general partner of
Columbine Venture Fund II, L.P., a venture capital fund. Mr. Stutts received an
M.B.A. from the University of Houston and a B.S. from North Carolina State
University.

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<PAGE> 31

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to
beneficial ownership of our common stock outstanding as of September 30, 1999.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP OF COMMON STOCK(1)
------------------------------------------------------
PERCENT OF TOTAL PERCENT OF TOTAL
BENEFICIAL OWNER NUMBER OF SHARES BEFORE OFFERING AFTER OFFERING
- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C>
Funds managed by Patricof & Co. Ventures,
Inc.(2)......................................... 1,991,126 16.7% 14.1%
445 Park Avenue
New York, NY 10022
Columbine Venture Fund II, L.P.................. 1,677,767 14.1% 11.9%
5460 South Quebec Street
Suite 270
Englewood, CO 80111
The TCW Group, Inc.(3).......................... 905,700 7.6% 6.4%
865 South Figueroa Street
Los Angeles, CA 90017
Johnson Controls Battery Group, Inc. ........... 558,666 4.70% 3.96%
5757 North Green Bay Ave
Milwaukee, WI 53209
Woodland Partners LLC........................... 548,700(4) 4.61% 3.89%
60 South Sixth Street
Suite 3750
Minneapolis, MN 55402
Heartland Advisors, Inc. ....................... 283,333(5) 2.38% 2.01%
790 North Milwaukee Street
Milwaukee, WI 53202
Goldman Sachs & Co. ............................ 200,000 1.7% 1.4%
10 Hanover Square
12th Floor
New York, NY 10005
Roger F. Warren(6).............................. 166,498 1.4% 1.2%
Daniel S. Lankford(7)........................... 405,716 3.3% 2.8%
Joseph F. Fojtasek(8)........................... 99,307 * *
Arthur S. Homa(9)............................... 26,276 * *
Sandra D. Schreiber(10)......................... 114,999 * *
Daniel A. Schwob(9)............................. 10,000 * *
Wilmer R. Bottoms, Ph.D.(9)..................... 6,999 * *
William D. Connor(11)........................... 14,305 * *
Donovan B. Hicks(11)............................ 5,305 * *
David L. Riegel(12)............................. 89,560 * *
Carl S. Stutts(9)............................... 6,999 * *
All executive officers and directors as a group
(11 persons)(13).............................. 945,964 7.6% 6.5%
</TABLE>

- ---------------

* Less than one percent.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes
voting or investment power with respect to securities. Shares of common
stock issuable upon conversion of Series A Preferred Stock and shares of
Common Stock subject to options exercisable within 60 days of September 30,
1999 are

S-31
<PAGE> 32

deemed outstanding for computing the percentage of the person or entity holding
such securities but are not outstanding for computing the percentage of any
other person or entity. This table is based upon information supplied by
officers, directors and principal stockholders and Schedules 13D and 13G, if
any, filed with the SEC. Unless otherwise indicated in the footnotes to
this table and subject to community property laws where applicable, the
Company believes that each of the stockholders named in this table has sole
voting and investment power with respect to the shares indicated as
beneficially owned. Applicable percentages are based on 11,895,360 shares
of Common Stock and 336,200 shares of Series A Preferred Stock outstanding
on September 30, 1999 and 14,095,360 shares of common stock outstanding
after this offering.

(2) Consists of 1,389,811 shares held by APA Excelsior III, L.P., 529,638
shares held by Coutts & Co. (Jersey) Ltd., Custodian for APA Excelsior
III/Offshore, L.P. and 71,677 shares held by CIN Venture Nominees Limited.

(3) Held by various investment-manager subsidiaries of The TCW Group, Inc. on
behalf of clients of such subsidiaries. Such shares also may be deemed to
be beneficially owned by Robert Day, who may be deemed to control The TCW
Group, Inc. The TCW Group, Inc. and Mr. Day disclaims beneficial ownership
of such shares.

(4) Includes 460,600 shares as to which Woodland Partners LLC has sole voting
power and 88,100 shares as to which Woodland Partners LLC has shared voting
power.

(5) Consists solely of shares issuable upon conversion of Series A Preferred
Stock.

(6) Includes 164,498 shares subject to stock options.

(7) Includes 253,058 shares subject to stock options.

(8) Includes 94,166 shares subject to stock options.

(9) Consists solely of shares subject to stock options.

(10) Includes 98,247 shares subject to stock options.

(11) Includes 2,000 shares subject to stock options.

(12) Includes 33,829 shares subject to stock options.

(13) Includes 541,907 shares subject to stock options.

S-32
<PAGE> 33

UNDERWRITING

The underwriters named below, represented by First Security Van Kasper,
have severally agreed, subject to the terms and conditions in the underwriting
agreement, by and among us and the underwriters, to purchase from us the number
of shares of common stock indicated below opposite their respective names, at
the public offering price less the underwriting discount set forth on the cover
page of this prospectus supplement. The underwriting agreement provides that the
obligations of the underwriters are subject to certain conditions precedent.

THE UNDERWRITERS ARE COMMITTED TO PURCHASE ALL OF THE SHARES OF COMMON
STOCK, IF THEY PURCHASE ANY.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
First Security Van Kasper...................................

---------
Total............................................. 2,200,000
=========
</TABLE>

The underwriters have advised us that the underwriters propose initially to
offer the shares of common stock to the public on the terms set forth on the
cover page of this prospectus supplement. The underwriters may allow selected
dealers a concession of not more than $ per share; and the underwriters may
allow, and such dealers may reallow, a concession of not more than $ per
share to certain other dealers. After the offering, this offering price and
other selling terms may be changed by the underwriters, but these terms will not
be changed prior to completion of the offering. The common stock is offered
subject to receipt and acceptance by the underwriters and to certain other
conditions, including the right to reject orders in whole or in part.

We have granted the underwriters an over-allotment option, exercisable up
to 45 days from the date of this prospectus supplement, to purchase up to a
maximum of 330,000 additional shares of common stock to cover over-allotments
made in connection with this offering, if any, at the same price per share as
the initial shares to be purchased by the underwriters. To the extent the
underwriters exercise this over-allotment option, each of the underwriters will
be committed, subject to conditions similar to those described above, to
purchase additional shares in approximately the same proportion as set forth in
the above table.

The following table summarizes the compensation to be paid by us to the
underwriters.

<TABLE>
<CAPTION>
TOTAL
-------------------------------
WITHOUT WITH
PER SHARE OVER-ALLOTMENT OVER-ALLOTMENT
--------- -------------- --------------
<S> <C> <C> <C>
Underwriting discounts and commissions.................. $ $ $
</TABLE>

We have agreed to issue to First Security Van Kasper warrants to purchase a
number of shares of our common stock equal to 3 percent of the shares sold by us
in this offering (excluding shares subject to the underwriters over-allotment
option) at an exercise price equal to the public offering price. The warrants
will be exercisable beginning one year after the completion of the offering and
will be exercisable for the four years thereafter. We have also agreed to grant
First Security Van Kasper certain registration rights with respect to the common
stock issuable upon the exercise of the warrants, including one demand
registration.

The underwriting agreement provides that we will indemnify the underwriters
against certain liabilities, including civil liabilities under the Securities
Act of 1933 or will contribute to payments the underwriters may be required to
make in respect thereof.

S-33
<PAGE> 34

Our officers and directors have agreed that, for a period of 90 days after
the date of this prospectus supplement, they will not, offer, sell, or otherwise
dispose of any common stock owned by them without the prior written consent of
First Security Van Kasper. They need not obtain consent, however, for bona fide
gifts or transfers of common stock to immediate family members or to a trust for
their benefit or the benefit of an immediate family members. We have also agreed
not to issue, offer, sell, grant options to purchase or otherwise dispose of any
of our equity securities for a period of 90 days after the effective date of
this prospectus supplement without the prior written consent of First Security
Van Kasper, except that no consent is required with respect to securities we
issue in connection with acquisitions and for grants and exercises of stock
options, upon exercise of warrants or convertible securities and under our
existing employee compensation plans. In evaluating any request for a waiver of
the 90-day lock-up period, First Security Van Kasper will consider, in
accordance with its customary practice, all relevant facts and circumstances at
the time of the request, including, without limitation, the recent trading
market for our common stock, the number of shares subject to the request and,
with respect to any request that we may make to issue additional equity
securities, the purpose of an issuance.

In connection with this offering, certain underwriters and selling group
members and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of our common stock.
These transactions may include stabilization transactions effected in accordance
with Regulation M under the Securities and Exchange Act of 1934, pursuant to
which these persons may bid for or purchase our common stock for the purpose of
stabilizing its market price. The underwriters also may create a short position
for the account of the underwriters by selling more common stock in connection
with this offering than they are committed to purchase from us and, in that
case, may purchase common stock in the open market following completion of this
offering to cover all or a portion of a short position. The underwriters also
may cover all or a portion of a short position by exercising the underwriters'
over-allotment option referred to above. In addition, First Security Van Kasper
on behalf of the underwriters may impose "penalty bids" under contractual
arrangements with the underwriters, whereby it may reclaim from an underwriter
(or dealer participating in this offering) for the account of the other
underwriters, the selling concession with respect to common stock that is
distributed in this offering but subsequently purchased for the account of the
underwriters in the open market. Any of the transactions described in this
paragraph may result in the maintenance of the price of our common stock at a
level above that which might otherwise prevail in the open market. None of the
transactions described in this paragraph is required, and, if undertaken, may be
discontinued at any time.

In connection with this offering, certain underwriters and selling group
members (if any) who are qualified market makers on the Nasdaq National Market
may engage in passive market making transactions in the common stock on the
Nasdaq National Market in accordance with Regulation M, during the business day
prior to the pricing of the offering and before the commencement of offers or
sales of the common stock. Passive market makers must comply with applicable
volume and price limitations and must be identified as such. In general, a
passive market maker must display its bid at a price not in excess of the
highest independent bid of such security; if all independent bids are lowered
below the passive market makers' bid, however, its bid must then be lowered when
certain purchase limits are exceeded.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon by Cooley Godward LLP for us and Gibson, Dunn & Crutcher LLP for the
underwriters. Gibson, Dunn & Crutcher LLP represents us with respect to
intellectual property matters.

EXPERTS

The financial statements of BOLDER Technologies Corporation included in
this prospectus supplement, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

S-34
<PAGE> 35

BOLDER TECHNOLOGIES CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants.................... F-2
Balance Sheets as of June 30, 1999 (unaudited) and December
31, 1998 and 1997......................................... F-3
Statements of Operations for the six months ended June 30,
1999 and 1998 (unaudited) and for the three years ended
December 31, 1998, 1997, and 1996;
and the period from inception (March 22, 1991) to June 30,
1999 (unaudited).......................................... F-4
Statements of Stockholders' Equity (Deficit) from inception
(March 22, 1991)
to December 31, 1998...................................... F-5
Statements of Cash Flows for the six months ended June 30,
1999 and 1998 (unaudited) and for the three years ended
December 31, 1998, 1997, and 1996;
and the period from inception (March 22, 1991) to June 30,
1999 (unaudited).......................................... F-10
Notes to Financial Statements............................... F-11
</TABLE>

F-1
<PAGE> 36

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To BOLDER Technologies Corporation:

We have audited the accompanying balance sheets of BOLDER Technologies
Corporation (a Delaware corporation in the development stage) as of December 31,
1998 and 1997, and the related statements of operations, stockholders' equity
(deficit) and cash flows for each year in the three-year period ended December
31, 1998, and for the period from inception (March 22, 1991) to December 31,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BOLDER Technologies
Corporation (a development stage company) as of December 31, 1998 and 1997, and
the results of its operations and its cash flows for each year in the three-year
period ended December 31, 1998, and for the period from inception to December
31, 1998, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
February 3, 1999.

F-2
<PAGE> 37

BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
JUNE 30, ---------------------------
1999 1998 1997
----------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $2,608,474 $ 962,453 $ 5,414,330
Available-for-sale securities............................. 7,023,941 10,157,281 14,980,447
Inventory................................................. 286,985 129,887 162,828
Trade accounts receivable................................. 90,032 46,151 78,453
Prepaid expenses.......................................... 167,981 109,040 121,656
----------- ------------ ------------
Total current assets................................ 10,177,413 11,404,812 20,757,714
----------- ------------ ------------
PROPERTY AND EQUIPMENT, at cost:
Furniture, fixtures and equipment......................... 17,341,968 16,916,057 2,893,378
Leasehold improvements.................................... 5,309,293 5,303,058 5,206,887
Construction in progress.................................. 1,978,438 908,840 13,403,336
----------- ------------ ------------
24,629,699 23,127,955 21,503,601
Less -- Accumulated depreciation and amortization......... (2,931,454) (2,312,955) (1,230,669)
----------- ------------ ------------
Property and equipment, net............................. 21,698,245 20,815,000 20,272,932
PATENTS, net of accumulated amortization of $81,396, $61,041
and $33,477 at June 30, 1999, December 31, 1998 and 1997,
respectively.............................................. 423,913 335,113 207,770
OTHER ASSETS................................................ 56,886 36,822 37,173
----------- ------------ ------------
Total assets........................................ $32,356,457 $ 32,591,747 $ 41,275,589
=========== ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable.......................................... $ 712,860 $ 384,256 $ 1,061,897
Construction in progress payables......................... -- -- 746,259
Accrued compensation and other accrued liabilities (Note
8)...................................................... 1,458,744 1,403,108 953,791
Deferred revenue (Note 5)................................. 35,000 35,000 1,821,924
Current portion of notes payable (Note 6)................. 1,774,419 1,521,842 1,157,238
----------- ------------ ------------
Total current liabilities........................... 3,981,023 3,344,206 5,741,109
----------- ------------ ------------
LONG-TERM LIABILITIES:
Notes payable (Note 6).................................... 7,901,491 8,859,203 5,247,665
----------- ------------ ------------
Total long-term liabilities......................... 7,901,491 8,859,203 5,247,665
----------- ------------ ------------
COMMITMENTS AND CONTINGENCIES (Notes 1 and 7)
STOCKHOLDERS' EQUITY:
Convertible, redeemable preferred stock, $0.001 par value,
5,000,000 shares authorized; 336,200 issued and
outstanding at June 30, 1999, December 31, 1998 and
1997, with a liquidation and redemption value of
$16,810,000 (including $0, $0 and $352,320 of accrued
dividends at June 30, 1999, December 31, 1998 and 1997,
respectively)........................................... 16,106,401 15,998,863 16,205,046
Common stock, $.001 par value, 25,000,000 shares
authorized; 11,123,340, 9,713,376 and 9,498,440 issued
at June 30, 1999, December 31, 1998 and 1997,
respectively............................................ 11,123 9,713 9,498
Treasury stock, $.001 par common stock, 33,333 shares at
December 31, 1998 and 1997.............................. (50,000) (50,000) (50,000)
Additional paid-in capital................................ 44,193,152 36,773,529 36,522,069
Deficit accumulated during the development stage.......... (39,786,733) (32,343,767) (22,399,798)
----------- ------------ ------------
Total stockholders' equity.......................... 20,473,943 20,388,338 30,286,815
----------- ------------ ------------
Total liabilities and stockholders' equity.......... $32,356,457 $ 32,591,747 $ 41,275,589
=========== ============ ============
</TABLE>

The accompanying notes to financial statements are an integral part of these
balance sheets.

F-3
<PAGE> 38

BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

The accompanying notes to financial statements are an integral part of these
statements.

F-4
<PAGE> 39

BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION (MARCH 22, 1991) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
STOCKHOLDERS' DEFICIT
MANDATORILY ----------------------------------------------------
REDEEMABLE
CONVERTIBLE OPTIONS AND
PREFERRED STOCK COMMON STOCK WARRANTS ADDITIONAL
------------------------- ------------------ ----------------- PAID-IN
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL
---------- ------------ --------- ------ -------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES, INCEPTION (March 22,
1991).............................. -- $ -- -- $ -- -- $ -- $ --
Issuance of common stock to an
officer for contributed research
and development, stated at
historical carrying value of $0,
recorded at par, in March
1991............................ -- -- 550,000 550 -- -- 2,450
Issuance of common stock to an
officer for cash ($0.0165 per
share), recorded at estimated
fair market value ($0.15 per
share), in March 1991........... -- -- 9,167 9 -- -- 1,366
Issuance of common stock for cash
($0.36 per share), net of
offering costs of $7,650, in
April 1991...................... -- -- 137,500 138 -- -- 42,212
Issuance of common stock to
lessor, recorded at estimated
fair market value ($0.15 per
share), in May 1991............. -- -- 8,937 9 -- -- 1,332
Issuance of Series A preferred
stock for cash ($0.927 per
share), net of offering costs of
$31,100, in June, August and
November 1991................... 337,550 313,000 -- -- -- -- (31,100)
Net loss.......................... -- -- -- -- -- -- --
---------- ------------ --------- ------ -------- ------ -----------
BALANCES, December 31, 1991........ 337,550 $ 313,000 705,604 $ 706 -- $ -- $ 16,260
========== ============ ========= ====== ======== ====== ===========
Issuance of Series A preferred
stock for cash ($0.927 per
share), in April 1992........... 234,014 $ 217,000 -- $ -- -- $ -- $ --
Issuance of shares of common stock
to an officer for services,
recorded at estimated fair
market value ($0.15 per share),
in November 1992................ -- -- 45,834 46 -- -- 6,829
Net loss.......................... -- -- -- -- -- -- --
---------- ------------ --------- ------ -------- ------ -----------
BALANCES, December 31, 1992........ 571,564 $ 530,000 751,438 $ 752 -- $ -- $ 23,089
========== ============ ========= ====== ======== ====== ===========
Issuance of Series B preferred
stock ($1.50 per share) in
January 1993 for cash of
$3,143,140 and conversion of
debt of $717,864, net of
offering costs of $27,524....... 2,574,003 $ 3,861,004 -- $ -- -- $ -- $ (22,714)
Net loss.......................... -- -- -- -- -- -- --
---------- ------------ --------- ------ -------- ------ -----------
BALANCES, December 31, 1993........ 3,145,567 $ 4,391,004 751,438 $ 752 -- $ -- $ 375
========== ============ ========= ====== ======== ====== ===========

<CAPTION>
STOCKHOLDERS' DEFICIT
---------------------------------
DEFICIT
ACCUMULATED
TREASURY STOCK DURING THE
------------------ DEVELOPMENT
SHARES AMOUNT STAGE
------- -------- ------------
<S> <C> <C> <C>
BALANCES, INCEPTION (March 22,
1991).............................. -- $ -- $ --
Issuance of common stock to an
officer for contributed research
and development, stated at
historical carrying value of $0,
recorded at par, in March
1991............................ -- -- --
Issuance of common stock to an
officer for cash ($0.0165 per
share), recorded at estimated
fair market value ($0.15 per
share), in March 1991........... -- -- --
Issuance of common stock for cash
($0.36 per share), net of
offering costs of $7,650, in
April 1991...................... -- -- --
Issuance of common stock to
lessor, recorded at estimated
fair market value ($0.15 per
share), in May 1991............. -- -- --
Issuance of Series A preferred
stock for cash ($0.927 per
share), net of offering costs of
$31,100, in June, August and
November 1991................... -- -- --
Net loss.......................... -- -- (194,512)
------- -------- ------------
BALANCES, December 31, 1991........ -- $ -- $ (194,512)
======= ======== ============
Issuance of Series A preferred
stock for cash ($0.927 per
share), in April 1992........... -- $ -- $ --
Issuance of shares of common stock
to an officer for services,
recorded at estimated fair
market value ($0.15 per share),
in November 1992................ -- -- --
Net loss.......................... -- -- (637,733)
------- -------- ------------
BALANCES, December 31, 1992........ -- $ -- $ (832,245)
======= ======== ============
Issuance of Series B preferred
stock ($1.50 per share) in
January 1993 for cash of
$3,143,140 and conversion of
debt of $717,864, net of
offering costs of $27,524....... -- $ -- $ --
Net loss.......................... -- -- (1,999,831)
------- -------- ------------
BALANCES, December 31, 1993........ -- $ -- $ (2,832,076)
======= ======== ============
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.
F-5
<PAGE> 40
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) -- (CONTINUED)
FOR THE PERIOD FROM INCEPTION (MARCH 22, 1991) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
STOCKHOLDERS' DEFICIT
MANDATORILY ----------------------------------------------------
REDEEMABLE
CONVERTIBLE OPTIONS AND
PREFERRED STOCK COMMON STOCK WARRANTS ADDITIONAL
------------------------- ------------------ ----------------- PAID-IN
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL
---------- ------------ --------- ------ -------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Issuance of Series C preferred
stock ($3.00 per share) in July and
September 1994 for cash of
$2,474,522 and conversion of debt
and accrued interest totaling
$1,028,274, net of offering costs
of $58,871......................... 1,167,595 $ 3,502,796 -- $ -- -- $ -- $ (58,871)
Issuance of warrants to purchase
10,500 shares of Series C
preferred stock, in July 1994,
exercisable at $3.00 per
share........................... -- -- -- -- 10,500 -- --
Issuance of common stock to
employees for options exercised
($0.09 per share), in January
and July 1994................... -- -- 19,226 19 -- -- 1,710
Issuance of common stock to an
officer for cash ($0.375 per
share), in July 1994............ -- -- 133,333 133 -- -- 49,867
Issuance of common stock to an
officer, in exchange for
services in accordance with
employment agreement ($0.128 per
share), in August 1994.......... -- -- 124,705 125 -- -- 15,830
Issuance of common stock to
consultants for services ($0.375
per share), in August 1994...... -- -- 7,333 7 -- -- 2,744
Issuance of common stock to
employees for options exercised
($0.15 per share), in July and
November 1994................... -- -- 4,805 5 -- -- 716
Net loss.......................... -- -- -- -- -- -- --
---------- ------------ --------- ------ -------- ------ -----------
BALANCES, December 31, 1994........ 4,313,162 $ 7,893,800 1,040,840 $1,041 10,500 $ -- $ 12,371
========== ============ ========= ====== ======== ====== ===========
Issuance of warrants in March
1995, to purchase 149,998 shares
of common stock, exercisable at
$0.75 per share for five years,
in connection with the issuance
of debt, for a purchase price of
$0.015 per warrant.............. -- $ -- -- $ -- 149,998 $2,250 $ --
Issuance of Series C preferred
stock, ($3.00 per share) in
April 1995 in conversion of
accrued interest of $41,950..... 13,979 41,950 -- -- -- -- --

<CAPTION>
STOCKHOLDERS' DEFICIT
---------------------------------
DEFICIT
ACCUMULATED
TREASURY STOCK DURING THE
------------------ DEVELOPMENT
SHARES AMOUNT STAGE
------- -------- ------------
<S> <C> <C> <C>
Issuance of Series C preferred
stock ($3.00 per share) in July and
September 1994 for cash of
$2,474,522 and conversion of debt
and accrued interest totaling
$1,028,274, net of offering costs
of $58,871......................... -- $ -- $ --
Issuance of warrants to purchase
10,500 shares of Series C
preferred stock, in July 1994,
exercisable at $3.00 per
share........................... -- -- --
Issuance of common stock to
employees for options exercised
($0.09 per share), in January
and July 1994................... -- -- --
Issuance of common stock to an
officer for cash ($0.375 per
share), in July 1994............ -- -- --
Issuance of common stock to an
officer, in exchange for
services in accordance with
employment agreement ($0.128 per
share), in August 1994.......... -- -- --
Issuance of common stock to
consultants for services ($0.375
per share), in August 1994...... -- -- --
Issuance of common stock to
employees for options exercised
($0.15 per share), in July and
November 1994................... -- -- --
Net loss.......................... -- -- (3,316,224)
------- -------- ------------
BALANCES, December 31, 1994........ -- $ -- $ (6,148,300)
======= ======== ============
Issuance of warrants in March
1995, to purchase 149,998 shares
of common stock, exercisable at
$0.75 per share for five years,
in connection with the issuance
of debt, for a purchase price of
$0.015 per warrant.............. -- $ -- $ --
Issuance of Series C preferred
stock, ($3.00 per share) in
April 1995 in conversion of
accrued interest of $41,950..... -- -- --
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.
F-6
<PAGE> 41
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) -- (CONTINUED)
FOR THE PERIOD FROM INCEPTION (MARCH 22, 1991) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
STOCKHOLDERS' DEFICIT
MANDATORILY ----------------------------------------------------
REDEEMABLE
CONVERTIBLE OPTIONS AND
PREFERRED STOCK COMMON STOCK WARRANTS ADDITIONAL
------------------------- ------------------ ----------------- PAID-IN
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL
---------- ------------ --------- ------ -------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Issuance of Series D preferred
stock ($6.00 per share) in April
1995 for cash of $2,000,000 and
conversion of debt of $1,797,732,
net of offering costs of $28,819... 632,951 3,797,732 -- -- -- -- (28,819)
Issuance of warrants to purchase
166,666 shares of common stock,
exercisable at $1.50 per share
for five years, in connection
with the issuance of Series D
preferred, in April 1995, for a
purchase price of $0.0015 per
warrant......................... -- -- -- -- 166,666 250 --
Issuance of 90-day option to
purchase 166,667 shares of
Series D preferred stock in
April 1995, exercisable at $6
per share, in connection with
the issuance of Series D
preferred stock................. -- -- -- -- 166,667 -- --
Partial exercise of option ($6.00
per share) in August 1995 for
Series D preferred stock........ 33,333 200,000 -- -- (166,667) -- --
Issuance of Series E preferred
stock ($6.00 per share) in June
1995 for cash of $1,500,000, net
of offering costs of $28,963.... 250,000 1,500,000 -- -- -- -- (28,963)
Issuance of warrants to purchase
308,666 shares of Series E
preferred stock in June 1995,
exercisable at $6.00 per share
for one year, in connection with
the issuance of Series E
preferred stock, for a purchase
price of $0.0015 per warrant.... -- -- -- -- 308,666 463 --
Purchase of 33,333 shares of
treasury stock for $1.50 per
share for cash from a founder,
in August 1995.................. -- -- -- -- -- -- --
Issuance of common stock to
employees for options exercised
($0.09 per share) in August and
December 1995................... -- -- 49,817 50 -- -- 4,406
Issuance of common stock to
employees for options exercised
($0.15 per share) in February,
April, September and December
1995............................ -- -- 33,321 33 -- -- 4,964
Issuance of common stock to
employees ($1.50 per share) in
August 1995 for cash............ -- -- 22,443 22 -- -- 33,651

<CAPTION>
STOCKHOLDERS' DEFICIT
---------------------------------
DEFICIT
ACCUMULATED
TREASURY STOCK DURING THE
------------------ DEVELOPMENT
SHARES AMOUNT STAGE
------- -------- ------------
<S> <C> <C> <C>
Issuance of Series D preferred
stock ($6.00 per share) in April
1995 for cash of $2,000,000 and
conversion of debt of $1,797,732,
net of offering costs of $28,819... -- -- --
Issuance of warrants to purchase
166,666 shares of common stock,
exercisable at $1.50 per share
for five years, in connection
with the issuance of Series D
preferred, in April 1995, for a
purchase price of $0.0015 per
warrant......................... -- -- --
Issuance of 90-day option to
purchase 166,667 shares of
Series D preferred stock in
April 1995, exercisable at $6
per share, in connection with
the issuance of Series D
preferred stock................. -- -- --
Partial exercise of option ($6.00
per share) in August 1995 for
Series D preferred stock........ -- -- --
Issuance of Series E preferred
stock ($6.00 per share) in June
1995 for cash of $1,500,000, net
of offering costs of $28,963.... -- -- --
Issuance of warrants to purchase
308,666 shares of Series E
preferred stock in June 1995,
exercisable at $6.00 per share
for one year, in connection with
the issuance of Series E
preferred stock, for a purchase
price of $0.0015 per warrant.... -- -- --
Purchase of 33,333 shares of
treasury stock for $1.50 per
share for cash from a founder,
in August 1995.................. (33,333) (50,000) --
Issuance of common stock to
employees for options exercised
($0.09 per share) in August and
December 1995................... -- -- --
Issuance of common stock to
employees for options exercised
($0.15 per share) in February,
April, September and December
1995............................ -- -- --
Issuance of common stock to
employees ($1.50 per share) in
August 1995 for cash............ -- --
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.
F-7
<PAGE> 42
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) -- (CONTINUED)
FOR THE PERIOD FROM INCEPTION (MARCH 22, 1991) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
STOCKHOLDERS' DEFICIT
MANDATORILY ----------------------------------------------------
REDEEMABLE
CONVERTIBLE OPTIONS AND
PREFERRED STOCK COMMON STOCK WARRANTS ADDITIONAL
------------------------- ------------------ ----------------- PAID-IN
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL
---------- ------------ --------- ------ -------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net loss........................... -- -- -- -- -- -- --
---------- ------------ --------- ------ -------- ------ -----------
BALANCES, December 31, 1995........ 5,243,425 $ 13,433,482 1,146,421 $1,146 635,830 $2,963 $ (2,390)
========== ============ ========= ====== ======== ====== ===========
Issuance of Series D Preferred
Stock ($6.00 per share) for
cash............................ 16,666 $ 100,000 -- $ -- -- $ -- $ --
Issuance of warrants to purchase
8,625 shares of Series C
preferred stock, in March 1996,
exercisable at $6 per share..... -- -- -- -- 8,625 -- --
Issuance of common stock for
warrants exercised ($0.75 to
$6.00 per share)................ -- -- 620,469 622 (625,330) (2,963) 2,165,859
Conversion of Mandatorily
Redeemable Preferred Stock into
shares of common stock.......... (5,260,091) (13,533,482) 5,260,091 5,260 -- -- 13,528,222
Issuance of common stock upon an
Initial Public Offering, net of
offering costs of $2,060,483.... -- -- 2,200,000 2,200 -- -- 21,037,317
Issuance of common stock to
employees for options exercised
($0.09 to $0.75 per share)...... -- -- 220,641 220 -- -- 32,819
Net loss.......................... -- -- -- -- -- -- --
---------- ------------ --------- ------ -------- ------ -----------
BALANCES, December 31, 1996........ -- $ -- 9,447,622 $9,448 19,125 $ -- $36,761,827
========== ============ ========= ====== ======== ====== ===========
Issuance of common stock under the
Employee Stock Purchase Plan
($8.93-$11.90 per share)........ -- $ -- 15,375 $ 15 -- $ -- $ 152,985
Issuance of common stock to
employees for options exercised
($0.09-$6.00 per share)......... -- -- 35,443 35 -- -- 9,577
Issuance of Series A Convertible,
Redeemable Preferred Stock as
part of a Private Placement, net
of offering costs of $1,007,274
in October...................... 336,200 15,802,726 -- -- -- -- --
Issuance of warrants to purchase
30,641 shares of common stock
exercisable at $14.50 per share
for five years, in connection
with the issuance of the Series
A Convertible, Redeemable
Preferred Stock................. -- -- -- -- 30,641 -- --
Accretion of preferred stock
offering costs.................. -- 50,000 -- -- -- -- (50,000)
Accrual of Series A Preferred
Stock dividend.................. -- 352,320 -- -- -- -- (352,320)
Net loss.......................... -- -- -- -- -- -- --
---------- ------------ --------- ------ -------- ------ -----------
BALANCES, December 31, 1997........ 336,200 $ 16,205,046 9,498,440 $9,498 49,766 $ -- $36,522,069
========== ============ ========= ====== ======== ====== ===========

<CAPTION>
STOCKHOLDERS' DEFICIT
---------------------------------
DEFICIT
ACCUMULATED
TREASURY STOCK DURING THE
------------------ DEVELOPMENT
SHARES AMOUNT STAGE
------- -------- ------------
<S> <C> <C> <C>
Net loss........................... -- -- (3,341,984)
------- -------- ------------
BALANCES, December 31, 1995........ (33,333) $(50,000) $ (9,490,284)
======= ======== ============
Issuance of Series D Preferred
Stock ($6.00 per share) for
cash............................ -- $ -- $ --
Issuance of warrants to purchase
8,625 shares of Series C
preferred stock, in March 1996,
exercisable at $6 per share..... -- -- --
Issuance of common stock for
warrants exercised ($0.75 to
$6.00 per share)................ -- -- --
Conversion of Mandatorily
Redeemable Preferred Stock into
shares of common stock.......... -- -- --
Issuance of common stock upon an
Initial Public Offering, net of
offering costs of $2,060,483.... -- -- --
Issuance of common stock to
employees for options exercised
($0.09 to $0.75 per share)...... -- -- --
Net loss.......................... -- -- (4,160,090)
------- -------- ------------
BALANCES, December 31, 1996........ (33,333) $(50,000) $(13,650,374)
======= ======== ============
Issuance of common stock under the
Employee Stock Purchase Plan
($8.93-$11.90 per share)........ $ -- $ -- $ --
Issuance of common stock to
employees for options exercised
($0.09-$6.00 per share)......... -- -- --
Issuance of Series A Convertible,
Redeemable Preferred Stock as
part of a Private Placement, net
of offering costs of $1,007,274
in October...................... -- -- --
Issuance of warrants to purchase
30,641 shares of common stock
exercisable at $14.50 per share
for five years, in connection
with the issuance of the Series
A Convertible, Redeemable
Preferred Stock................. -- -- --
Accretion of preferred stock
offering costs.................. -- -- --
Accrual of Series A Preferred
Stock dividend.................. -- -- --
Net loss.......................... -- -- (8,749,424)
------- -------- ------------
BALANCES, December 31, 1997........ (33,333) $(50,000) $(22,399,798)
======= ======== ============
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.
F-8
<PAGE> 43
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

<CAPTION>
STOCKHOLDERS' DEFICIT
---------------------------------
DEFICIT
ACCUMULATED
TREASURY STOCK DURING THE
------------------ DEVELOPMENT
SHARES AMOUNT STAGE
------- -------- ------------
<S> <C> <C> <C>
Issuance of common stock under the
Employee Stock Purchase Plan (at
$8.18 per share)................... -- $ -- $ --
Issuance of common stock to
employees for options exercised
($0.15-$11.75 per share)........ -- -- --
Offering costs incurred in
connection with the issuance of
Series A Convertible, Redeemable
Preferred Stock................. -- -- --
Accretion of preferred stock
offering costs.................. -- -- --
Accrual of Series A Preferred
Stock dividend.................. -- -- --
Issuance of common shares in
payment of dividend on Series A
Convertible, Redeemable
Preferred Stock (includes $86 of
cash payment due to fractional
shares)......................... -- -- --
Net loss.......................... -- -- (9,943,969)
------- -------- ------------
BALANCES, December 31, 1998........ (33,333) $(50,000) $(32,343,767)
======= ======== ============
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.
F-9
<PAGE> 44

BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
SIX MONTHS ENDED INCEPTION
JUNE 30, FOR THE YEAR ENDED DECEMBER 31, (MARCH 22, 1991)
------------------------- ------------------------------------------ TO
1999 1998 1998 1997 1996 JUNE 30, 1999
----------- ----------- ------------ ------------ ------------ ----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................ $(7,442,966) $(4,699,349) $ (9,943,969) $ (8,749,424) $ (4,160,090) $(39,786,733)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Depreciation and amortization..... 639,948 512,914 1,109,850 670,672 404,082 3,385,509
Loss from operations of joint
venture......................... -- -- -- -- 669,025 833,161
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
Trade accounts receivable....... (43,881) (52,559) 32,302 13,263 452 (90,032)
Inventory....................... (157,099) (3,608) 32,941 (127,032) 318 (286,986)
Prepaid expenses and other
assets........................ (79,006) (11,719) 12,967 (41,439) 1,347 (225,794)
Accounts payable................ 328,604 (733,915) (677,641) 817,004 90,095 712,860
Accrued liabilities............. 55,636 (210,619) 449,317 399,643 414,203 1,476,608
Deferred revenue................ -- (699,269) (1,786,924) 1,075,581 746,343 35,000
----------- ----------- ------------ ------------ ------------ ------------
Net cash used in operating
activities.................. (6,698,764) (5,898,124) (10,771,157) (5,941,732) (1,834,225) (33,841,451)
----------- ----------- ------------ ------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of available-for-sale
securities........................ (2,922,116) (4,083,750) (7,091,027) (12,894,062) (25,717,811) (68,759,947)
Sale of available-for-sale
securities........................ 6,055,456 5,929,518 11,914,193 13,015,995 12,750,909 61,736,006
Purchases of property and
equipment......................... (1,501,744) (797,603) (1,624,354) (10,247,985) (9,759,156) (24,983,626)
Construction in progress payables... -- (373,129) (746,259) (1,297,035) 2,043,294 --
Issuance of notes receivable from
founder........................... -- -- -- -- -- (152,066)
Payment of notes receivable from
founder........................... -- -- -- -- 152,066 152,066
Investment in joint venture......... -- -- -- -- (533,161) (833,161)
Patent costs........................ (110,248) (54,220) (154,907) (72,851) (61,762) (505,308)
----------- ----------- ------------ ------------ ------------ ------------
Net cash provided by (used in)
investing activities........ 1,521,348 620,816 2,297,646 (11,495,938) (21,125,621) (33,346,036)
----------- ----------- ------------ ------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred
stock............................. -- -- -- 15,921,400 100,000 25,869,062
Proceeds from issuance of common
stock............................. 7,803,811 56,864 113,658 162,621 25,296,557 33,523,598
Proceeds from issuance of
convertible notes payable......... -- -- -- -- -- 3,497,732
Proceeds from issuance of notes
payable........................... -- 5,043,064 5,119,951 7,019,749 190,929 13,002,615
Payments on notes payable........... (705,133) (574,286) (1,143,809) (1,101,383) (255,960) (3,326,703)
Stock issuance costs................ (275,215) (68,104) (68,080) (118,684) (2,060,483) (2,705,389)
Payments on issuance of dividends... (26) (42) (86) -- -- (112)
Payments on capital lease........... -- -- -- -- (7,119) (17,805)
Purchase of treasury stock from
founder........................... -- -- -- -- -- (50,000)
Issuance of warrants to purchase
common or preferred stock......... -- -- -- -- -- 2,963
----------- ----------- ------------ ------------ ------------ ------------
Net cash provided by financing
activities.................. 6,823,437 4,457,496 4,021,634 21,883,703 23,263,924 69,795,961
----------- ----------- ------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS.................... 1,646,021 (819,812) (4,451,877) 4,446,033 304,078 2,608,474
CASH AND CASH EQUIVALENTS, beginning
of period........................... 962,453 5,414,330 5,414,330 968,297 664,219 --
----------- ----------- ------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS, end of
period.............................. $ 2,608,474 $ 4,594,518 $ 962,453 $ 5,414,330 $ 968,297 $ 2,608,474
=========== =========== ============ ============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest.............. $ 688,240 $ 694,273 $ 1,307,113 $ 552,875 $ 52,672 $ 2,635,498
=========== =========== ============ ============ ============ ============
SUPPLEMENTAL DISCLOSURES OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Accretion of preferred stock
offering costs.................... $ 107,538 $ 106,679 $ 214,217 $ 50,000 $ -- $ 371,755
=========== =========== ============ ============ ============ ============
Preferred stock dividend accrual.... $ 756,450 $ 755,414 $ 1,512,900 $ 352,320 $ -- $ 2,621,670
=========== =========== ============ ============ ============ ============
Preferred stock dividend paid in
common stock...................... $ 756,450 $ 1,092,132 $ 1,865,220 $ -- $ -- $ 2,621,670
=========== =========== ============ ============ ============ ============
Conversion of notes payable and
related accrued interest to
preferred stock................... $ -- $ -- $ -- $ -- $ -- $ 3,585,820
=========== =========== ============ ============ ============ ============
Property purchased under capital
leases............................ $ -- $ -- $ -- $ -- $ -- $ 17,805
=========== =========== ============ ============ ============ ============
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-10
<PAGE> 45

BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

(1) ORGANIZATION AND DEVELOPMENT STAGE RISKS

BOLDER Technologies Corporation (the "Company") is a development-stage
energy technology company that is currently involved in the design, development
and marketing of advanced, high power, rechargeable lead acid-based battery
systems based on its patented Thin Metal Film ("TMF") technology. The Company
was incorporated in the state of Colorado on March 22, 1991 ("Inception") as
Bolder Battery, Inc., and reincorporated as a Delaware corporation on November
19, 1993 and was subsequently renamed BOLDER Technologies Corporation. In May
1996, the Company successfully completed an Initial Public Offering ("IPO") of
2,200,000 shares of stock at $10.50 per share. Its activities through December
31, 1998 have been primarily related to organization, raising capital, personnel
recruitment, research and development, construction and qualification of its
initial production line and marketing. The Company is located in Golden,
Colorado, and its customers through December 31, 1998 are primarily United
States companies and the United States government. Revenue recorded in 1998 and
1997 relates primarily to a technology transfer agreement with a strategic
partner, Johnson Controls, Inc. ("Johnson Controls"), Small Business Innovation
Research research and development agreements, a customer-funded research and
development agreement, and sales of demonstration and evaluation units of the
Company's product. The Company's business plan does not contemplate that
research and development services will continue to a significant degree after
the Company commences sales of its product in commercial quantities.
Accordingly, such revenue from research and development services are not
considered as recurring or indicative of the Company's future revenue, if any,
from the sale of its battery products in commercial quantities. The Company has
not generated significant revenue from sales of its battery product through
December 31, 1998.

The Company has incurred losses since its inception, and has an accumulated
development stage deficit of $32,343,767 at December 31, 1998. The Company's
operations are subject to certain development stage risks and uncertainties,
some of which follow. The Company has now demonstrated the ability to produce
its 1 Ah cell in large volumes on a one shift basis. The Company must be able to
produce its product in commercial quantities on a 24-hour per day basis, and
commercial acceptance of the Company's product will have to occur in the
marketplace before the Company can attain successful operations. The Company
expects to incur additional losses in the future as it continues to improve its
manufacturing process and improve product performance, moves toward commercial
sales and seeks to improve its manufacturing, sales and marketing capability.
There can be no assurance that the Company will achieve or sustain significant
revenues or profitability in the future. Further, during the period required to
achieve successful operations, the Company may require additional financing
which may not be available to it. The Company has undertaken several
initiatives, including seeking additional capital, to ensure adequate capital is
available to fund its anticipated level of operations for at least the next
twelve months. If capital is not available, or the terms of available capital
are not acceptable to the Company, the Company would have to delay planned
expenditures and/or cut back on its current level of operations, among other
actions. The Company believes that its available cash and cash equivalents,
investments and interest income will be sufficient to satisfy its funding needs
at least through year end 1999.

Further, the recovery of the carrying amount of the Company's long-lived
assets, primarily assets for the high-volume production of batteries, is
dependent on generating revenue from sales of batteries in commercial
quantities. Through December 31, 1998, the Company has not manufactured its
batteries on a commercial scale.

F-11
<PAGE> 46
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates and assumptions may affect the reported amounts of
assets and liabilities, and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with original
maturities of three months or less.

Available-for-Sale Securities

Debt and equity securities that the Company has both the positive intent
and ability to hold to maturity are classified as held-to-maturity and are
reported at amortized cost. Debt and equity securities that are bought and held
principally for the purpose of selling them in the near term are classified as
trading securities and reported at fair value, with the unrealized gains and
losses included in earnings. Debt and equity securities not classified as either
held-to-maturity securities or trading securities are classified as
available-for-sale securities and reported at fair value, with unrealized gains
or losses excluded from earnings and reported as a separate component of
stockholders' equity.

The Company's available-for-sale securities at December 31, 1998 and 1997,
consist of United States Treasury bills and debt securities of United States
government agencies and are reported at fair value. The fair market value of
these securities approximates their amortized cost.

Inventory

Inventories are stated at the lower of cost (first-in, first-out basis) or
market, and primarily consist of raw materials and sub-assemblies.

Property and Equipment

Property and equipment, excluding production line equipment, are stated at
cost and depreciation is provided using the straight-line method over the
estimated useful lives of the respective assets, which are three to seven years.
Production line property and equipment are stated at cost and depreciated based
on units expected to be produced over the estimated lives of the assets, which
are five to ten years. Depreciation and amortization expense related to property
and equipment for the years ended December 1998, 1997 and 1996 and since
Inception to December 31, 1998 was $1,082,286, $654,591, $395,027 and
$2,692,861, respectively. Leasehold improvements are capitalized and amortized
over the shorter of the lease term or their estimated useful life. Maintenance
and repairs that do not improve or extend the life of assets and expenditures
for research and development equipment for which there is no future alternative
use are expensed as incurred. Expenditures which improve or extend the life of
assets are capitalized.

Patents

The Company capitalizes direct, external costs associated with patent
applications and filings. Costs associated with successful applications are
amortized over fourteen years beginning with the date of issue.

F-12
<PAGE> 47
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

Capitalized costs are written off at such time as it becomes known that an
application will not be successful or when a particular patent is deemed to no
longer be of value.

Research and Development Revenue

Revenues for research and development services performed under the
Company's technology transfer arrangement with Johnson Controls were recognized
using the percentage of completion method, based on the actual effort expended
for a particular period relative to the total expected effort to perform the
Company's obligations under this arrangement. Revenues recognized under this
agreement totaled $1,748,174, $1,748,169, $ -0-, and $3,496,343 for the years
ended December, 1998, 1997, 1996 and from Inception to December 31, 1998,
respectively. The Company has fulfilled all of its obligations under the
technology transfer agreement as of October 1998 and accordingly recognized all
remaining revenue associated with this arrangement.

For other research and development arrangements, the Company generally
recognizes revenue upon the completion of established milestones or upon project
completion.

Basic and Diluted Net Loss Per Share and Unaudited, Pro Forma Basic Net Loss
Per Share

The Company has computed earnings per share in accordance with SFAS No.
128, Earnings Per Share, which the Company adopted in 1997. Also, the Company
has adopted the guidance of the Securities and Exchange Commission Staff
Accounting Bulletin No. 98 and related interpretations. Accordingly, the Company
has presented basic earnings per share for each period presented. Diluted net
loss per common share is not presented, as the effect of common equivalent
shares from stock options and warrants is antidilutive. Prior to 1997 and
pursuant to Securities and Exchange Commission rules, common stock and common
stock equivalent shares issued by the Company at prices below the IPO price
during the twelve month period prior to the offering ("cheap stock") were
included in the calculation as if they were outstanding for 1996, regardless of
whether they were antidilutive. Subsequent to December 31, 1997, guidance was
issued to redefine such stock. As a result, 258,815 shares which were originally
treated as cheap stock and included in the previously reported 1996 weighted
average shares outstanding of 8,696,632 have been excluded in the restated 1996
weighted average shares outstanding of 8,437,817. This change in weighted
average shares increased the pro forma basic net loss per share from $(0.48) to
$(0.49). There was no impact on the 1998 and 1997 basic net loss per share or
weighted average shares as a result of this new issuance.

The pro forma 1996 net loss per share assumes that preferred stock
outstanding on the completion of the Company's IPO in May 1996 (which
automatically converted to common stock on such date) was outstanding as common
stock for all of 1996, as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1996
-----------------------------------------
LOSS SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
<S> <C> <C> <C>
Weighted average common shares outstanding
(actual)....................................... 6,465,281
Assumed conversion of preferred stock.......... 1,972,536
---------
Pro forma basic net loss per share............. $(4,160,090) 8,437,817 $(0.49)
=========== ========= ======
</TABLE>

At December 31, 1998, securities that have been excluded from basic and
diluted net loss per share because they would be antidilutive are 1,528,814
outstanding options to purchase the Company's common

F-13
<PAGE> 48
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

stock, 49,766 outstanding warrants to purchase the Company's common stock and
336,200 shares of Convertible, Redeemable Preferred Stock, which are convertible
into 1,120,667 shares of common stock.

At December 31, 1997, securities that have been excluded from basic and
diluted net loss per share because they would be antidilutive are 1,139,240
outstanding options to purchase the Company's common stock, 49,766 outstanding
warrants to purchase the Company's common stock and 336,200 shares of
Convertible, Redeemable Preferred Stock, which are convertible into 1,120,667
shares of common stock.

At December 31, 1996, securities that have been excluded from basic and
diluted net loss per share because they would be antidilutive are 887,750
outstanding options to purchase the Company's common stock and 49,766
outstanding warrants to purchase the Company's common stock.

Increase in Authorized Shares -- Reverse Stock Split

In March 1996, the Board of Directors authorized an amendment to the
Company's Restated Certificate of Incorporation that was effective May 1996 (the
"Effective Date"). The amendment increased the authorized shares of Common Stock
to 25,000,000 shares and authorized the issuance of up to 5,000,000 shares of
Preferred Stock, after canceling references to the series of Preferred Stock
that were converted into Common Stock on the Effective Date. The amendment also
authorized a 1.5 for 1 reverse stock split. Common stock amounts, equivalent
share amounts and per share amounts have been adjusted retroactively to give
effect to the 1.5 for 1 reverse stock split.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a
concentration of credit risk consist of cash and cash equivalents, available for
sale securities and accounts receivable. The Company maintains the majority of
its cash, cash equivalents and short-term investment balances with financial
institutions that management believes are creditworthy in the form of demand
deposits and United States Treasury notes, Treasury bills, and debt securities
of agencies of the United States government. The Company has no significant
off-balance sheet concentrations of credit risk such as foreign exchange
contracts, options contracts or other foreign hedging arrangements.

The Company performs ongoing credit evaluations of its customers' financial
condition and generally does not require collateral. Its accounts receivable
balances are primarily domestic, and are due from agencies of the United States
government. The Company had two principal customers which accounted for
approximately 99% of its total revenue for the year ended December 31, 1998.
Accounts receivable from these customers represented 88% of the accounts
receivable balance at December 31, 1998.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents,
short-term trade receivables and payables and notes payable. The carrying values
of cash and cash equivalents and short-term trade receivables and payables
approximate fair value. The fair value of notes payable is estimated based on
current rates available for similar debt with similar maturities and collateral,
and at December 31, 1998, approximates the carrying value.

Impairment of Long-lived Assets

The Company continually evaluates whether events and circumstances have
occurred which may indicate that its long-lived assets may be impaired. The
Company evaluates impairment based upon

F-14
<PAGE> 49
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

estimated undiscounted cash flows over the remaining life of the long-lived
assets. Management believes the carrying value of all long-lived assets at
December 31, 1998 and 1997 are recoverable through normal operations.

Stock-based compensation

The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board ("APB") Opinion
Number 25, "Accounting for Stock Issued to Employees" and related
interpretations and complies with the disclosure provisions of Statement of
Financial Accounting Standards ("SFAS") Number 123, "Accounting for Stock-Based
Compensation." Under APB 25, compensation expense is based on the difference, if
any, on the date of the grant, between the fair value of the Company's stock and
the exercise price of the option. The Company accounts for equity instruments
issued to nonemployees in accordance with the provisions of SFAS No. 123 and
related interpretations.

Income Taxes

The current provision for income taxes represents actual or estimated
amounts payable or refundable on tax returns filed or to be filed each year.
Deferred tax assets and liabilities are recorded for the estimated future tax
effects of temporary differences between the tax basis of assets and liabilities
and amounts reported in the accompanying balance sheets. Deferred tax assets are
also recognized for net operating loss and tax credit carryovers. The overall
change in deferred tax assets and liabilities for the period measures the
deferred tax expense for the period. Effects of changes in enacted tax laws on
deferred tax assets and liabilities are reflected as adjustments to tax expense
in the period of enactment. The measurement of deferred tax assets may be
reduced by a valuation allowance based on judgmental assessment of available
evidence if deemed more likely than not that some or all of the deferred tax
assets will not be realized.

Comprehensive income

Effective January 1, 1998, the Company adopted the provisions of SFAS No.
130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for
reporting comprehensive income and its components in financial statements.
Comprehensive income, as defined, includes all changes in equity (net assets)
during a period from non-owner sources. From Inception, the Company has not had
any transactions that are required to be reported in comprehensive income as
compared to its net loss.

Segment information

In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." This
statement establishes standards for the way companies report information about
operating segments in annual financial statements. It also establishes standards
for related disclosures about products and services, geographic areas and major
customers. In accordance with the provisions of SFAS No. 131, the Company has
determined that it does not have separately reportable operating segments.

Recent accounting pronouncements

In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") No. 98-1, "Software for Internal
Use," which provides guidance on

F-15
<PAGE> 50
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

accounting for the cost of computer software developed or obtained for internal
use. SOP No. 98-1 is effective for financial statements for fiscal years
beginning after December 15, 1998. The Company does not expect that the adoption
of SOP No. 98-1 will have a material impact on its financial statements.

The AICPA has issued SOP No. 98-5, "Reporting on the Costs of Start-up
Activities." SOP No. 98-5 requires that all non-governmental entities expense
the costs of start-up activities, including organizational costs, as these costs
are incurred, and is effective for fiscal years beginning after December 15,
1998. The Company does not expect that the adoption of SOP No. 98-5 will have a
material impact on its financial statements.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Company is required to adopt SFAS 133
in fiscal 2000. SFAS No. 133 established methods of accounting for derivative
financial instruments and hedging activities related to those instruments as
well as other hedging activities. To date, the Company has not entered into any
derivative financial instruments or hedging activities.

Reclassifications

Certain reclassifications have been made to the prior period financial
statements to conform to the current period presentation.

(3) AVAILABLE-FOR-SALE SECURITIES

The following is a summary of available-for-sale securities as of December
31, 1998 and 1997:

<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
U.S. government agency debt securities..................... $ 9,138,509 $10,934,205
U.S. Treasury notes........................................ 1,018,772 4,046,242
----------- -----------
$10,157,281 $14,980,447
=========== ===========
</TABLE>

Unrealized gains and losses on available-for-sale securities were
immaterial as of December 31, 1998 and 1997.

The amortized cost of debt securities at December 31, 1998, by contractual
maturity, are shown below. Expected maturities will differ from contractual
maturities.

(4) STOCKHOLDERS' EQUITY

Preferred Stock

During the period from 1991 through 1996, the Company issued 5,260,091
shares of mandatorily redeemable, convertible preferred stock (Series A through
Series E) for total proceeds of approximately $13.5 million. All of these shares
were converted to 5,260,091 shares of the Company's common stock upon the IPO in
May 1996. In May 1996 the Board of Directors amended the Company's Restated
Certificate of Incorporation, authorizing issue of up to 5,000,000 shares of
preferred stock.

In October 1997, the Company completed a private placement sale of 336,200
shares of Series A Convertible, Redeemable Preferred Stock, $0.001 par value per
share ("1997 Series A"), for $50 per

F-16
<PAGE> 51
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

share. The net proceeds from the offering were approximately $15.8 million. The
placement agents for the 1997 Series A received warrants to purchase an
aggregate of 30,641 shares of the Company's common stock at an exercise price of
$14.50 per share, in addition to customary commissions. Cash offering costs
related to this private placement totaled $1,075,354.

Dividends on the 1997 Series A are cumulative and payable semi-annually on
June 30 and December 31, beginning October 8, 1997, at an annual rate equal to
$4 per share if paid in cash and $4.50 per share if paid in shares of the
Company's common stock. The shares of 1997 Series A are convertible into common
stock at the option of the holder at a conversion price equal to $15 per share
subject to adjustment in certain circumstances. The 1997 Series A, if not
earlier redeemed, must be redeemed on October 8, 2002 at the redemption price.

The redemption price, which is equal to $50 per share plus accrued and
unpaid dividends, may be paid in shares of the Company's common stock or cash or
in a combination of common stock and cash, at the Company's option. It is the
Company's intent, however, to redeem the 1997 Series A for shares of the
Company's common stock. Accordingly, the 1997 Series A is included as a
component of stockholders' equity.

Dividends paid on the 1997 Series A have been paid in shares of the
Company's common stock (with cash payments for fractional shares) as follows:

<TABLE>
<CAPTION>
CASH COMMON
AMOUNT SHARES
DIVIDEND PAYMENT DATE PAID ISSUED
--------------------- ------ ------
<S> <C> <C>
March 1998.................................................. $26 77,985
June 1998................................................... $43 36,704
December 1998............................................... $17 80,902
</TABLE>

The carrying amount of the 1997 Series A is increased for accrued and
unpaid dividends plus periodic accretion of offering costs, using the effective
interest method, such that the carrying amount will equal the redemption amount
on October 8, 2002. The carrying amount includes accreted offering costs of
$264,217 and $50,000 at December 31, 1998 and 1997, respectively.

1996 Equity Incentive Plan

In March 1996, the Company adopted the 1996 Equity Incentive Plan (the
"Equity Incentive Plan"). The Equity Incentive Plan is a successor to, and
restatement of, the Company's 1992 Incentive Stock Option Plan and its 1992
Non-Qualified Stock Option Plan (the "1992 Plans"). The Equity Incentive Plan
provides for the following types of stock-based awards: incentive stock options
for employees (including officers and employee directors); nonstatutory stock
options for employees (including officers and non-employee directors), directors
and consultants; and restricted stock purchase awards, stock bonuses and stock
appreciation rights to employees (including officers and employee directors) and
consultants. As of December 31, 1998, no grants of stock bonuses, restricted
stock purchase awards or stock appreciation rights have been made.

The Company has reserved 1,673,025 shares of its Common Stock for future
issuance under the Equity Incentive Plan at December 31, 1998. At December 31,
1998 options for 144,211 shares of common stock are available for grant under
the terms of the Equity Incentive Plan.

F-17
<PAGE> 52
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

Employee Stock Purchase Plan

In March 1996, the Company adopted the Employee Stock Purchase Plan (the
"Purchase Plan") covering an aggregate of 40,000 shares of Common Stock. The
Purchase Plan is intended to qualify as an employee stock purchase plan within
the meaning of Section 423 of the Internal Revenue Code. Under the Purchase
Plan, the Board of Directors may authorize participation by eligible employees,
including officers, in periodic offerings following the adoption of the Purchase
Plan. The offering period for any offering will be no more than 27 months.

Employees are eligible to participate if they are employed by the Company
or an affiliate of the Company designated by the Board of Directors for at least
20 hours of service per week and are employed by the Company or a subsidiary of
the Company designated by the Board for at least five months of service per
calendar year. Employees who participate in an offering can have up to 10% of
their earnings withheld pursuant to the Purchase Plan. The amount withheld will
then be used to purchase shares of Common Stock on specified dates determined by
the Board of Directors. The price of Common Stock purchased under the Purchase
Plan will be equal to 85% of the lower of the fair market value of the Common
Stock on the commencement date of each offering period or the relevant purchase
date. Employees may end their participation in the offering at any time during
the offering period, and participation ends automatically on termination of
employment with the Company. At December 31, 1998, 29,036 shares of common stock
had been issued under the Purchase Plan. Subsequent to December 31, 1998, 7,099
shares were issued related to employee participation in 1998. At December 31,
1998, 10,964 shares of common stock were available for future offerings, which
amount was reduced to 3,865 with the issuance subsequent to December 31, 1998.

Rights Agreement

In January 1998, the Board of Directors of the Company declared a dividend
distribution of one preferred share purchase right (a "Right") for each
outstanding share of common stock. Upon certain events, including events which
could result in a change in control of the Company, each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series B Junior Participating Preferred Stock at a price of $100, subject to
adjustment.

F-18
<PAGE> 53
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

Statement of Financial Accounting Standards No. 123

SFAS 123 defines a fair value based method of accounting for employee stock
options or similar equity instruments. However, SFAS 123 allows the continued
measurement of compensation cost for such plans using the intrinsic value based
method prescribed by APB 25, provided that pro forma disclosures are made of net
income or loss and net income or loss per share, assuming the fair value based
method of SFAS 123 had been applied. The Company has elected to account for its
stock-based compensation plans for employees and directors under APB 25. During
1998, 1997 and 1996, all options were granted at fair value, and accordingly,
the Company recorded no compensation expense during 1998, 1997, and 1996 under
the provisions of APB 25. For purposes of the pro forma disclosures presented
below, the Company has computed the fair values of all options granted during
1998, 1997 and 1996, using the Black-Scholes pricing model and the following
weighted average assumptions:

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Risk-free interest rate.................................. 5.3% 6.1% 6.1%
Expected dividend yield.................................. 0.0% 0.0% 0.0%
Expected lives outstanding............................... 6.1 yrs. 5.3 yrs. 5.2 yrs.
Expected volatility...................................... 26.0% 22.3% 51.7%
</TABLE>

To estimate lives of options for this valuation, it was assumed options
will be exercised upon becoming fully vested. All options are initially assumed
to vest. Cumulative compensation costs recognized in pro forma net income or
loss with respect to options that are forfeited prior to vesting is reflected as
a reduction of pro forma compensation expense in the period of forfeiture. The
expected volatility was based on the Company's volatility since its IPO. Actual
volatility of the Company's common stock varies. Fair value computations are
highly sensitive to the volatility factor assumed; the greater the volatility,
the higher the computed fair value of options granted.

The total fair value of options granted was computed to be approximately
$1,773,000, $1,684,000 and $2,742,000 for the years ended December 31, 1998,
1997 and 1996, respectively. These amounts are amortized ratably over the
vesting periods of the options or recognized at date of grant if no vesting
period is required. Pro forma stock-based compensation, net of the effect of
forfeitures, was $904,376, $619,497 and $253,000 for 1998, 1997 and 1996,
respectively. Because the fair value method of accounting prescribed by SFAS 123
has not been applied to options granted prior to January 1, 1996, the resulting
pro forma compensation cost may not be representative of that to be expected in
future years.

In addition to the options, there was approximately $58,000, $38,500 and
$29,000 of compensation related to the Purchase Plan for 1998, 1997 and 1996,
respectively. The shares were valued assuming a 26.0%, 22.3% and 51.7%
volatility factor, and a 4.8%, 5.2% and 5.0% risk free interest rate for 1998,
1997 and 1996, respectively.

F-19
<PAGE> 54
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

If the Company had accounted for its stock-based compensation plans in
accordance with SFAS 123, the Company's net loss and pro forma net loss per
common share would have been reported as follows:

<TABLE>
<CAPTION>
1998 1997 1996
------------ ----------- -----------
<S> <C> <C> <C>
Net loss:
As reported............................. $ (9,943,969) $(8,749,424) $(4,160,090)
============ =========== ===========
Pro forma............................... $(10,906,558) $(9,407,421) $(4,442,090)
============ =========== ===========
Net loss allocable to common shareholders:
As reported............................. $(11,671,086) $(9,151,744) $(4,160,090)
============ =========== ===========
Pro forma............................... $(12,633,675) $(9,809,741) $(4,442,090)
============ =========== ===========
Basic and Diluted EPS:
As reported (Note 2).................... $ (1.22) $ (.97) $ (.64)
============ =========== ===========
Pro forma (Note 2)...................... $ (1.32) $ (1.04) $ (.69)
============ =========== ===========
</TABLE>

F-20
<PAGE> 55
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

A summary of stock options from inception through December 31, 1998 is
presented below:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
SHARES PRICE
--------- --------
<S> <C> <C>
BALANCES, as of December 31, 1991........................... -- --
Granted................................................... 286,891 $ 0.12
---------
BALANCES, as of December 31, 1992........................... 286,891 $ 0.12
Granted................................................... 501,405 $ 0.15
Canceled.................................................. (66) $ 0.15
---------
BALANCES, as of December 31, 1993........................... 788,230 $ 0.14
Granted................................................... 392,553 $ 0.32
Canceled.................................................. (116,501) $ 0.15
Exercised................................................. (282,069) $ 0.25
---------
BALANCES, as of December 31, 1994........................... 782,213 $ 0.19
Granted................................................... 106,358 $ 1.41
Canceled.................................................. (80,701) $ 0.15
Exercised................................................. (83,138) $ 0.12
---------
BALANCES, as of December 31, 1995........................... 724,732 $ 0.38
Granted................................................... 494,399 $10.56
Canceled.................................................. (110,740) $ 0.63
Exercised................................................. (220,641) $ 0.15
---------
BALANCES, as of December 31, 1996........................... 887,750 $ 6.07
Granted................................................... 362,916 $14.22
Canceled.................................................. (75,983) $ 8.19
Exercised................................................. (35,443) $ 0.27
---------
BALANCES, as of December 31, 1997........................... 1,139,240 $ 8.71
Granted................................................... 518,130 $ 9.22
Canceled.................................................. (122,872) $13.48
Exercised................................................. (5,684) $ 0.34
---------
BALANCES, as of December 31, 1998........................... 1,528,814 $ 8.53
========= ======
Weighted average fair value of options granted --
1996...................................................... $ 5.55
======
1997...................................................... $ 4.77
======
1998...................................................... $ 3.45
======
</TABLE>

F-21
<PAGE> 56
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

The following table summarizes information about the options outstanding at
December 31, 1998:

<TABLE>
<CAPTION>
EXERCISABLE AT
OUTSTANDING AT DECEMBER 31, 1998 DECEMBER 31, 1998
---------------------------------- ------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
CONTRACTUAL EXERCISE EXERCISE
RANGE OF EXERCISE PRICES NUMBER LIFE PRICE NUMBER PRICE
- ------------------------ --------- ----------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
$0.09-$0.15....................... 75,454 4.7 $ 0.13 75,454 $ 0.13
$0.38-$0.75....................... 166,905 5.7 $ 0.40 159,515 $ 0.39
$1.50............................. 86,584 6.5 $ 1.50 66,338 $ 1.50
$6.00............................. 155,362 7.1 $ 6.00 68,920 $ 6.00
$8.00-$9.31....................... 446,666 9.3 $ 8.84 18,800 $ 8.00
$10.50-$15.50..................... 597,843 8.2 $13.29 176,803 $12.99
--------- -------
TOTAL................... 1,528,814 7.9 $ 8.53 565,830 $ 5.19
========= =======
</TABLE>

(5) JOINT VENTURE AND LICENSE AGREEMENTS

In June 1995, the Company and Johnson Controls formed a joint venture,
Johnson Controls/Bolder LLC (the "Joint Venture"), to develop high volume
manufacturing technology for TMF(TM) batteries, to commercialize the TMF(TM)
technology and to promote the TMF(TM) technology in the hybrid electric vehicle
market. In July 1996, having substantially completed its primary objective of
developing the high volume manufacturing technology, the Company and Johnson
Controls agreed to discontinue the Joint Venture and separately implement
TMF(TM) battery manufacturing facilities to best meet the unique requirements of
the markets addressed by each. This agreement to discontinue the Joint Venture
was formalized on January 22, 1997, but made effective as of July 31, 1996. From
inception until it was terminated, the Joint Venture was primarily engaged in
the research and development of the manufacturing process for TMF(TM) batteries
and did not generate any significant revenues. Assets and liabilities of the
Joint Venture at the date of termination were considered to be the property of
the Company, and the net assets attributable to Johnson Controls' ownership
interest were considered to be advance payments on the technology transfer
agreement entered into between the Company and Johnson Controls.

From the inception of the Joint Venture, through the effective date of its
termination, July 31, 1996, the Company accounted for its investment in the
Joint Venture using the equity method, and recorded its share of the Joint
Venture's losses. For the years ended December 31, 1996 and 1995, respectively,
the Company recorded $669,025 and $164,136 of such losses ($833,161 from
Inception). Subsequent to July 31, 1996, the Company recorded all of the expense
related to the activities formerly conducted by the Joint Venture.

In the accompanying statements of operations, the Joint Venture losses are
classified as research and development expense and general and administrative
expense. Joint Venture losses classified as research and development expenses
were $520,116 and $647,719 for 1996 and from Inception. Joint Venture losses
classified as general and administrative expenses were $148,909 and $185,442 for
1996 and from Inception.

In connection with the termination of the Joint Venture and the
restructuring of the relationship between the Company and Johnson Controls, the
Company agreed to engage in technology transfer services which will allow
Johnson Controls to deploy TMF(TM) technology in specified markets in commercial
quantities. In exchange for services to be performed under the technology
transfer agreement, the Company received Johnson Controls' interest in the net
assets of the Joint Venture in the amount of

F-22
<PAGE> 57
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

$746,343 during 1996, and a cash payment of $2,750,000 from Johnson Controls
during 1997. The Company recognized $1,748,174 and $1,748,169 of revenue related
to this agreement during the years ended December 31, 1998 and 1997,
respectively. Related deferred revenue balances were $0 and $1,748,174 at
December 31, 1998 and 1997, respectively. In October, 1998 the Company completed
the technology transfer and recognized the remaining revenue relating to the
agreement.

In addition, the Company granted Johnson Controls, Inc. a license to make
and sell TMF(TM) batteries in markets related to auto/truck primary starting,
hybrid electric vehicles, lawn and garden equipment starting, motorcycle
starting and uninterruptible power supplies. The Company will receive royalties
on all units sold by Johnson Controls into these markets which incorporate the
Company's TMF(TM) technology, subject to certain minimum royalties payable each
year. In 1998 and 1997, the Company received $295,000 and $160,000,
respectively, in minimum royalties. The Company and Johnson Controls also
entered into a cross supply agreement pursuant to which they will supply each
other with TMF(TM) battery products.

(6) NOTES PAYABLE

The Company has entered into a senior loan and security agreement (the
"Agreement") whereby the Company may borrow, in one or more borrowings, an
amount not to exceed $1,500,000 in the aggregate. At December 31, 1998,
cumulative borrowings under the Agreement totaled $862,915. No further
borrowings are allowed under the terms of this Agreement. The Company has
granted a first perfected security interest in certain of its equipment,
machinery and fixtures as collateral to these borrowings. At December 31, 1998,
$107,844 is outstanding under the Agreement.

The notes payable under the Agreement at December 31, 1998 and 1997, bear
interest at rates varying from 9.1% to 10.0% (weighted average interest rate of
9.4% at December 31, 1998), due on varying dates through January 2000 and
require monthly payments of principal and interest totaling $12,838.

In connection with the Agreement, the Company issued warrants to the
lender. Under the terms of the warrants, the lender may acquire up to 10,500
shares and 8,625 shares of the Company's Common Stock for $3.00 and $6.00 per
share, respectively.

In March 1997, the Company entered into a senior loan and security
agreement ("the Loan Agreement"), whereby the Company may borrow, in one or more
borrowings, an amount not to exceed $13 million in the aggregate. At December
31, 1998, cumulative borrowings under the Loan Agreement totaled $12.26 million.
The Company has a first perfected security interest in certain of its tenant
improvements in its Golden, Colorado facility and in its recently installed
commercial production line as collateral. At December 31, 1998, $10,273,201 is
outstanding under the Loan Agreement.

The notes payable under the Loan Agreement at December 31, 1998 and 1997
bear interest at rates varying from 12.8% to 17.2% (weighted average interest
rate of 14.0% at December 31, 1998), are due on varying dates through June 2003
and require monthly payments of principal and interest totaling $213,557.

F-23
<PAGE> 58
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

The aggregate maturities of the notes payable are as follows:

<TABLE>
<S> <C>
1999........................................................ $ 1,521,842
2000........................................................ 2,073,662
2001........................................................ 2,209,367
2002........................................................ 1,821,190
2003........................................................ 1,884,339
Thereafter.................................................. 870,645
-----------
$10,381,045
===========
</TABLE>

(7) COMMITMENTS AND CONTINGENCIES

The Company leases its office space and production facility under an
eleven-year lease with two five-year renewal options. The Company also leases
certain office equipment under lease agreements which terminate in 2002. Future
minimum commitments under these leases are as follows:

<TABLE>
<S> <C>
1999........................................................ $ 636,588
2000........................................................ 626,986
2001........................................................ 603,011
2002........................................................ 534,761
2003........................................................ 533,490
Thereafter.................................................. 2,311,612
----------
$5,246,448
==========
</TABLE>

Monthly rental payments for the Company's office and manufacturing space
are approximately $45,000. Rent expense for the years ended December 31, 1998,
1997 and 1996 and from Inception to December 31, 1998 was $461,119, $482,584,
$167,726, and $1,447,414, respectively.

The Company has entered into employment agreements with certain executives
that provide for specified severance payments should the Company terminate the
executive's employment with the Company, other than for cause. The amount to be
paid is subject to reduction in certain circumstances.

The Company has a 401(k) plan under which eligible employees may defer up
to 20% of their compensation. The Company may make matching contributions and
discretionary contributions if approved by the Board of Directors. For 1998,
1997, 1996 and since Inception, no employer matching or discretionary
contributions were made to the Plan.

The Company is subject to certain environmental and other regulations
primarily administered by the United States Environmental Protection Agency and
various state agencies. Management of the Company believes it has complied with
all material aspects associated with these regulations.

The Company is subject to various claims and business disputes in the
ordinary course of business. Management does not anticipate that the ultimate
outcome of these issues will have a material impact on the Company's financial
position or results of operations.

F-24
<PAGE> 59
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

(8) ACCRUED COMPENSATION AND OTHER ACCRUED LIABILITIES

The components of accrued compensation and other accrued liabilities are as
follows:

<TABLE>
<CAPTION>
1998 1997
---------- --------
<S> <C> <C>
Accrued vacation............................................ $ 250,676 $179,939
Employee stock purchase plan payable........................ 60,523 55,897
Property taxes payable...................................... 218,016 36,925
Accrued commissions and bonuses............................. 344,400 327,000
Compensation payable........................................ 178,386 83,874
Accrued interest............................................ 120,149 --
Unbilled services........................................... 230,958 270,156
---------- --------
$1,403,108 $953,791
========== ========
</TABLE>

(9) INCOME TAXES

The Company has had losses since Inception, and therefore has not been
subject to federal or state income taxes. As of December 31, 1998, the Company
had an accumulated net operating loss ("NOL") carryforward for income tax
purposes of approximately $34.6 million. The carryforward is subject to
examination by the tax authorities and expires at various dates through the year
2013. The Tax Reform Act of 1986 contains provisions that may limit the NOL
carryforwards available for use in any given year upon the occurrence of certain
events, including significant changes in ownership interest. A change of
ownership of a company greater than 50% within a three-year period results in an
annual limitation on the Company's ability to utilize its NOL carryforwards from
tax periods prior to the ownership change. The private placement sale of the
1997 Series A in October 1997 resulted in such a change of ownership and the
Company estimates that the resulting NOL carryforward limitation will be
approximately $6.8 million per year for periods subsequent to October, 1997. The
Company does not believe that this limitation will affect the eventual
utilization of its total NOL carryforwards.

Deferred tax assets and liabilities consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1998 1997
------------ -----------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards........................ $ 13,459,592 $ 7,938,406
Deferred revenue........................................ 13,388 696,886
Accrued compensation.................................... 251,264 225,987
Other................................................... 89,258 58,384
------------ -----------
13,813,502 8,919,663
Less valuation allowance................................ (12,297,020) (8,496,336)
------------ -----------
1,516,482 423,327
Deferred tax liability:
Depreciation differences................................ (1,388,301) (343,919)
Capitalized patent costs................................ (128,181) (79,408)
------------ -----------
(1,516,482) (423,327)
------------ -----------
Net deferred taxes...................................... $ 0 $ 0
============ ===========
</TABLE>

F-25
<PAGE> 60
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998

The Company's net deferred tax assets represent a previously unrecognized
tax benefit. Recognition of these benefits requires future taxable income, the
attainment of which is uncertain, and therefore, a valuation allowance has been
established for the entire tax benefit and no benefit for income taxes has been
recognized in the accompanying statements of operations.

The differences in income taxes provided and the amounts determined by
applying the federal statutory rate to income taxes result from the following:

<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Income tax benefit using federal statutory
rate.......................................... $(3,480,389) $(3,062,298) $(1,456,032)
State income tax benefit...................... (323,179) (284,356) (135,203)
Meals and entertainment and other............. 2,883 12,370 6,389
Change in valuation allowance................. 3,800,685 3,334,284 1,584,846
----------- ----------- -----------
$ 0 $ 0 $ 0
=========== =========== ===========
</TABLE>

(10) BUSINESS SEGMENT INFORMATION

In accordance with the provisions of SFAS No. 131, the Company has
determined that it does not have separately reportable operating segments.

Below is a listing of major customers, each of which comprised more than
10% of revenues:

<TABLE>
<CAPTION>
1998 1997 1996
-------------------- -------------------- ------------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
---------- ------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Johnson Controls.......... $2,055,810 84% $1,952,367 77% -- --
United States Government
SBIR Contract........... $ 367,436 15% $ 280,786 11% $ 72,458 15%
Customer 2................ -- -- $ 277,500 11% $360,000 76%
</TABLE>

F-26
<PAGE> 61

[BOLDER TECH LOGO]

BOLDER Technologies Corporation

COMMON STOCK, PREFERRED STOCK, DEBT
SECURITIES, DEPOSITARY SHARES AND WARRANTS

------------------------

We may offer from time to time up to $30,000,000 of our common stock,
preferred stock, debt securities, depository shares, or warrants. When we offer
securities, we will provide you with a prospectus supplement or term sheet
describing the terms of the specific issue of securities, including the offering
price of the securities.

You should read this prospectus and the prospectus supplement or term sheet
carefully before you invest. The prospectus supplement or term sheet for each
offering of securities will describe in more detail the plan of distribution for
that offering. For general information about the distribution of the securities
offered, please see "Plan of Distribution" on page 25.

Our address and telephone number are: BOLDER Technologies Corporation.,
4403 Table Mountain Drive, Golden, Colorado 80403, (303) 215-7200.

------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING OUR SECURITIES.

------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

------------------------

September 17, 1999
<PAGE> 62

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information......................... 2
Forward-Looking Statements.................................. 3
About this Prospectus....................................... 4
The Company................................................. 4
Risk Factors................................................ 7
Use of Proceeds............................................. 16
Ratio of Earnings to Fixed Charges and Ratio of Earnings To
Combined Fixed Charges and Preferred Stock Dividends...... 16
The Securities.............................................. 17
Description of Common Stock................................. 17
Description of Preferred Sock............................... 19
Description of Debt Securities.............................. 22
Description of Depository Shares............................ 23
Description of Warrants..................................... 24
Plan of Distribution........................................ 25
Legal Matters............................................... 26
Experts..................................................... 26
</TABLE>

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the Securities
and Exchange Commission. You may inspect and copy such material at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at
Seven World Trade Center, New York, New York 10048. You can also inspect such
materials at The National Association of Securities Dealers, 1735 K Street,
N.W., Washington, D.C.

Please call the SEC at 1-800-SEC-0330 for more information on the public
reference rooms. You can also find our SEC filings at the SEC's web site,
"http://www.sec.gov."

The SEC allows us to "incorporate by reference" the information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus. Information in this prospectus
supercedes information incorporated by reference which we filed with the SEC
prior to the date of this prospectus. Information that we file later with the
SEC will automatically update and supercede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

- Annual Report on Form 10-K for the fiscal year ended December 31, 1998;

- Quarterly Report on Form 10-Q for the period ended March 31, 1999;

- Quarterly Report on Form 10-Q for the period ended June 30, 1999;

- Definitive Proxy Statement dated April 30, 1999; and

- The description of common stock contained in our Registration Statement
on Form 8-A declared effective by the Securities and Exchange Commission
on April 29, 1996, including any amendment or reports filed for the
purpose of updating such description.

2
<PAGE> 63

You may request a copy of these filings (excluding exhibits which are not
specifically incorporated by reference into this prospectus), at no cost to you,
by writing or telephoning us at:

BOLDER Technologies Corporation
4403 Table Mountain Drive
Golden, Colorado 80403
Attention: Investor Relations
Telephone: (303) 215-7200
http://www.boldertmf.com

This prospectus constitutes a part of a registration statement on Form S-3
that has been filed with the SEC. SEC rules permit us to omit certain of the
information contained in the registration statement. For such information,
please refer to the registration statement on file with the SEC, including the
exhibits to the registration statement. The information contained on our Web
site does not constitute a part of this prospectus.
------------------------

YOU SHOULD RELY ONLY UPON THE INFORMATION CONTAINED IN THIS DOCUMENT OR
DOCUMENTS TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THIS PROSPECTUS.

FORWARD-LOOKING STATEMENTS

Statements about our expectations and all other statements made in this
registration statement or incorporated by reference hereby, other than
historical facts, are forward-looking statements. Those statements include words
such as "anticipate," "estimate," "project," "intend" and similar expressions
which we have used to identify these statements as forward-looking statements.
These statements appear throughout this prospectus and are statements regarding
our intent, belief, or current expectations, primarily with respect to the
operations of BOLDER Technologies Corporation or related industry developments.
You are cautioned that any such forward-looking statements do not guarantee
future performance and involve risks and uncertainties, and that actual results
could differ materially from those discussed here and in the documents
incorporated by reference in this prospectus. These factors, as and when
applicable, are discussed in our filings with the Securities and Exchange
Commission, including our most recent annual report on Form 10-K, a copy of
which may be obtained from us without charge. See "Where You Can Find More
Information."

3
<PAGE> 64

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement (No. 333-86235) that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf registration process, we may offer from
time to time up to $30,000,000 of any of the following securities, either
separately or in units: common stock, preferred stock, debt securities,
depositary shares representing preferred stock, and warrants. This prospectus
provides you with a general description of the securities we may offer. Each
time we offer securities, we will provide you with a prospectus supplement or
term sheet that will describe the specific amounts, prices and terms of the
securities being offered. The prospectus supplement or term sheet may also add
to, update or change information contained or incorporated in this prospectus.

THE COMPANY

BOLDER Technologies Corporation ("BOLDER") is an energy technology company
that is developing and commercializing advanced, high power, rechargeable
battery systems based on our patented thin metal film ("TMF(TM)") technology.
Our TMF(TM) battery uses proven lead acid electrochemistry in a proprietary
configuration that has higher power density than any other commercially
available battery system. We believe that our TMF(TM) batteries are attractive
for many existing battery-powered applications that require very large bursts of
power, and will enable new applications that could not previously be powered by
batteries. In addition, we believe that the combination of the following
characteristics of our TMF(TM) battery systems offers advantages over
commercially available rechargeable batteries in a broad range of current and
future applications.

- HIGH POWER. We believe our TMF(TM) batteries can deliver higher sustained
power density than any other commercially available battery technology.
This is important in existing applications such as high power/pulse power
tools, specialty standby power, power quality and engine starting, and
may enable new applications ranging from high performance hybrid electric
vehicles to an automotive starting battery that weighs substantially less
than conventional automotive starting batteries.

- COST EFFECTIVE. TMF(TM) batteries are manufactured using inexpensive,
readily available raw materials. In addition, we believe our
manufacturing process will be cost effective at high volumes.

- NO MEMORY EFFECT. TMF(TM) batteries do not suffer from the memory effect
that reduces the capacity of nickel cadmium ("NiCd") batteries if they
are partially discharged and recharged repeatedly.

- SMALL SIZE. In high power applications, such as high power/pulse power
tools, automotive starting and standby power, TMF(TM) batteries can do
the same amount of work as much larger conventional rechargeable
batteries. Since the battery system typically accounts for a significant
part of the physical volume and weight of these products, TMF(TM)
technology can make such products easier to use and/or less expensive to
manufacture by enabling reductions in product size.

- FASTER RECHARGE. TMF(TM) batteries can be recharged to full capacity in
less than five minutes with an appropriate charger, allowing the device
to be back to work quickly, thus increasing the "up time" of the device.

- STABLE DISCHARGE VOLTAGE. In some applications, notably standby power,
electronic circuits must be used to compensate for the voltage drop
during discharge of other types of rechargeable batteries. TMF(TM)
batteries have very stable voltage during high rate discharge, and thus
provide more consistent performance and potentially reduce the need for
and cost of voltage regulation.

- COOL OPERATION. High power operation of batteries typically generates
significant heat that must be accommodated in the design of products,
such as standby power systems or professional power tools. The low
impedance of TMF(TM) batteries greatly reduces the amount of heat
generated by the battery, thus simplifying product design.

4
<PAGE> 65

- SUPERIOR COLD TEMPERATURE OPERATION. All batteries lose capacity as the
temperature drops. TMF(TM) batteries lose much less of their room
temperature capacity at lower temperatures than do conventional
batteries.

- EXTREMELY RAPID RESPONSE. TMF(TM) batteries deliver energy when requested
much more rapidly than conventional batteries.

- EASY TO RECYCLE. Environmental concerns have made recycling of batteries
increasingly important. Unlike many existing and emerging battery
technologies, TMF(TM) batteries are readily handled by the well developed
recycling process that is currently used to recycle approximately 90
percent of the lead acid batteries in the United States.

We have focused our initial product development efforts on our sub-C cell,
which was introduced in October 1998. The sub-C cell can be used as a modular
building block for battery packs that can be used in a variety of applications.

In May 1997, we moved to a new 127,000 square foot leased manufacturing
facility and corporate headquarters in Golden, Colorado. The facility is
designed to accommodate multiple production lines and two research and
development lines, as well as all of our other operations. In the third quarter
of 1997, we received our first high-volume manufacturing line from our vendor.
The manufacturing line is designed to produce four million sub-C two-volt
battery cells per year.

For approximately one year after we received our production line, we
focused most of our resources on qualifying the line for commercial production.
We completed a process of debugging, testing and qualifying the production line,
as well as making appropriate modifications to the line, in the fourth quarter
of 1998. We are currently producing several thousand sub-C cells per month for
sampling, to fulfill small orders, to conduct experiments to improve our
production process and product performance, and to build inventory for assembly
of the BOLDER SECURESTART(TM) instant engine starting product that we introduced
in August 1999.

We believe that the task of improving the efficiency of our first
production line, the efficiency of the overall manufacturing process, and the
performance of our TMF(TM) battery products will be an ongoing activity, as with
any new process technology, even beyond the start of our commercial operations.
Additional modifications will be required from time to time to improve the
production capability of the line. Similarly, changes in the design of our
products will be required from time to time to improve product performance.

Recently, we have begun to focus on the design and introduction of a series
of end-use customer products based on our TMF(TM) technology. On August 5, 1999,
we introduced the BOLDER SECURESTART(TM), an instant engine starter, which is
based on our TMF(TM) technology and, specifically, the sub-C cell. In addition,
in June 1999 we announced an agreement with Snap-on Tools Company, a subsidiary
of Snap-on Incorporated, to supply our TMF(TM) battery technology to a line of
Snap-on products for professional auto technicians.

We are also working with prospective OEM customers to develop market
opportunities and leverage our resources. Presently, certain of our prospective
OEM customers are testing and evaluating our TMF(TM) batteries. These companies
may design our TMF(TM) batteries into one or more of their products. However, we
currently expect only modest product shipments to our prospective OEM customers
prior to the completion of their testing and evaluation processes. In addition,
there can be no assurance that our prospective OEM customers will design our
TMF(TM) batteries into any of their products.

We currently expect that:

- we will generate revenues primarily from the sale of our TMF(TM)-based
products;

- product shipments and resulting revenues will remain at nominal levels
until we begin to ship our SECURESTART(TM) product in or after the fourth
quarter of 1999; and

5
<PAGE> 66

- the majority of our near-term revenues to be generated from sales of our
SECURESTART(TM) product.

In June 1995, we entered into a joint venture with Johnson Controls, Inc.
("JCI"), one of the world's leading suppliers of automotive batteries. The
primary objective of the joint venture was to develop high volume manufacturing
technology for TMF(TM) batteries. In 1997, after the joint venture had
substantially completed its primary objective, the joint venture was terminated
and we entered into a new relationship with JCI. Under the terms of the new
relationship, which were finalized in July 1997, JCI will separately implement
TMF(TM) battery-manufacturing facilities to best meet the unique requirements of
its markets. In connection with the termination of the joint venture, we
received a cash payment from JCI, retained all of the tangible net assets of the
joint venture, granted JCI certain royalty-bearing licenses, committed to
provide certain technology transfer services to JCI, and entered into a cross
supply agreement with JCI pursuant to which each party has agreed to supply the
other party with minimum quantities of TMF(TM) battery products for several
years. Each of the licenses that we granted to JCI in connection with the
termination of the joint venture is royalty bearing, and certain of the licenses
are subject to minimum royalties and minimum performance criteria. We completed
all of our obligations to provide technology transfer services to JCI in 1998.

We were incorporated in Colorado in 1991 and reincorporated in Delaware in
1993. Our executive offices are located at 4403 Table Mountain Drive, Golden,
Colorado 80403, and our telephone number is (303) 215-7200. Our Web site address
is "www.boldertmf.com." Information contained on our Web site does not
constitute part of this prospectus.

References in this prospectus to "BOLDER," "we," "our," and "us" refer to
BOLDER Technologies Corporation, a Delaware corporation.

6
<PAGE> 67

RISK FACTORS

An investment in the securities being offered by this prospectus involves a
high degree of risk. The risks and uncertainties described below are not the
only ones we face. Additional risks and uncertainties not presently known to us
or that we currently deem immaterial may also impair our business. We will
describe the risks relating specifically to the different types of securities we
may offer under this registration statement in the supplemental prospectus or
term sheet relating thereto.

If any of the events described in the following risks actually occur, our
business, financial condition and operating results could be materially
adversely affected. In such case, the trading price of our securities could
decline, and you may lose all or part of your investment.

WE ARE A DEVELOPMENT STAGE COMPANY, HAVE A LIMITED OPERATING HISTORY AND ARE
SUBJECT TO MANY RISKS APPLICABLE TO A YOUNG COMPANY.

Since our inception in 1991, we have been principally engaged in research
and development activities relating to our TMF(TM) batteries. To date, our
revenues have been derived solely from technology transfer services, license
fees, federal Small Business Innovation Research research and development
agreements, customer funded research and development agreements and limited
sales of prototype batteries. Since inception, we have generated revenues of
approximately $389,000 from sales of our batteries. We did not commence initial,
limited commercial production of our TMF(TM) batteries until October 1998. We do
not expect a significant volume of product shipments and resulting product sales
revenues prior to the fourth quarter of 1999. The market for our products is
unproven.

We will encounter the risks and difficulties frequently encountered by
development stage companies in new and evolving markets. We may not successfully
address any of these issues.

WE HAVE A HISTORY OF LOSSES, WE EXPECT TO LOSE MONEY IN THE FUTURE AND WE MAY
NOT ACHIEVE OR SUSTAIN PROFITABILITY.

We have not achieved profitability or material revenues from the sale of
battery products. As of June 30, 1999, we had an accumulated deficit of $39.8
million. We do not expect to have material product revenues until the fourth
quarter of 1999 at the earliest. We do not expect to have a profitable quarter
prior to the second half of 2000 or thereafter. We expect to incur significant
losses as we continue to incur significant sales and marketing, research and
development and general and administrative expenses. There is no guarantee that
we will ever be profitable or, if we do achieve profitability, that we will
sustain or increase profitability on a quarterly or annual basis in the future.

MARKET ACCEPTANCE OF OUR TMF(TM) BATTERIES AND END-USE PRODUCTS IS UNCERTAIN.

The markets for our TMF(TM) batteries and end-use products are unproven and
our TMF(TM) batteries and end-use products have not achieved any degree of
market acceptance. To achieve market acceptance, our TMF(TM) batteries and
end-use products must offer significant price and/or performance advantages over
other current and potential alternatives in a broad range of applications. We
cannot guarantee that our TMF(TM) batteries or end-use products will achieve or
sustain any such advantages. Even if our TMF(TM) batteries and/or end-use
products provide meaningful price or performance advantages, we cannot be
certain that they will achieve or maintain market acceptance in any potential
market application. The success of our TMF(TM) batteries also will depend upon
the level of market acceptance of our OEMs' and other customers' end products
which incorporate our TMF(TM) batteries, over which we have no control. We
expect that our future financial performance will depend significantly on the
successful sales, implementation and market acceptance of our TMF(TM) batteries
and end-use products, which may not occur on a timely basis or at all.

7
<PAGE> 68

OUR SUCCESS WILL DEPEND ON OUR ABILITY TO MEET CUSTOMER REQUIREMENTS.

Our success will depend significantly on our ability to meet end-use and
OEM customer requirements by developing and introducing on a timely basis new
products and enhanced or modified versions of our existing products. Certain of
our OEM customers may require unique configurations or custom designs for
battery systems which must be developed and integrated in the OEM's product well
before the product is launched by the OEM. As a result, a substantial lead time
may exist between the commencement of design efforts for a customized battery
system and the commencement of volume shipments of the battery system.

If we are unable to design, develop and introduce products that meet our
end-use or OEM customer's requirements on a timely basis, our business,
operating results and financial condition could be materially and adversely
affected.

WE ARE NOT EXPERIENCED IN THE RETAIL MARKETING OF END-USER PRODUCTS. WE WILL
DEPEND UPON OUTSIDE SALES REPRESENTATIVES AND RESELLERS TO DEVELOP THE RETAIL
SALES CHANNEL FOR OUR END-USER PRODUCTS.

We have announced plans to introduce a line of end-user products based on
TMF(TM) batteries beginning in the fourth quarter of 1999. We expect that
end-user products will account for a significant portion of our product
revenues. We intend to market these products in retail stores and other consumer
distribution outlets. We do not have any experience in the promotion,
advertising and distribution of retail products to consumers, and our efforts to
develop a retail sales channel may be unsuccessful.

To develop the retail sales channel, we will depend upon outside sales
representatives, distributors, resellers and retail operators. It is likely that
our agreements with such persons will not be exclusive, will not have minimum
purchase or resale requirements, and may be terminated by either party without
cause. These persons may carry products that are competitive with our products,
may not give a high priority to the marketing of our products, or may not
continue to carry our products. They may give a higher priority to other
products, including the products of competitors. We may not be able to obtain or
retain the sales representatives, distributors, resellers or retailers needed to
develop the retail sales channel.

During the initial phase of our product introductions, we may receive
significant initial "stocking orders" from retailers. These stock orders may not
recur, and may take some time to be absorbed through our distribution channel
and into the hands of end users. Accordingly, our revenue from such products may
be erratic and volatile until our products are widely distributed and accepted
by the market.

IF OUR ORIGINAL EQUIPMENT MANUFACTURER CHANNEL DOES NOT PERFORM ADEQUATELY, OUR
BUSINESS COULD BE HARMED.

We expect that product sales to OEMs will account for a portion of our
product revenues. We may fail to implement this strategy. We are currently
investing, and intend to continue to invest, resources to develop this sales
channel. Such investments could seriously harm our operating margins. We depend
on our OEMs' abilities to develop product enhancements or new products on a
timely and cost-effective basis that will meet changing customer needs and
respond to emerging industry standards and other technological changes. Our OEMs
may not effectively meet these technological challenges. These original
equipment manufacturers:

- Are not within our control;

- May incorporate into their products the technologies of other companies
in addition to or in place of our technologies; and

- Are not obligated to purchase our products.

Our OEMs may not continue to carry our products. Our inability to recruit,
or our loss of, important original equipment manufacturers could have a negative
impact on our business.
8
<PAGE> 69

WE ARE DEPENDENT UPON EFFECTIVE STRATEGIC RELATIONSHIPS.

We expect to rely on a limited number of strategic relationships to
accelerate the commercialization of our products by assisting in the design and
development of products for certain applications, as well as to provide
manufacturing and marketing expertise. We currently have strategic relationships
with Johnson Controls and three VAPs located throughout North America and
Europe.

We may be unable to enter into any other such partnerships and existing
relationships may not achieve their goals. The success of any strategic
partnership is dependent upon the following:

- the general business condition of our partner;

- our partner's commitment to the strategic partnership;

- the skills and experience of our partner's employees responsible for the
strategic partnership; and

- our partner's timely and satisfactory performance of its obligations
under the partnership.

To the extent we enter into strategic partnerships, the terms of the
partnerships may require us and our partners to share revenues and/or expenses
from certain activities or for us to grant to our partners licenses to
manufacture, market and/or sell products based upon our TMF(TM) technology,
which could adversely affect our business, operating results and financial
condition.

WE ARE IN THE EARLY STAGES OF MANUFACTURING AND MUST CONTINUE TO DEVELOP OUR
MANUFACTURING CAPABILITIES.

The difficulties and risks related to the implementation of our
manufacturing line and new process technology have in the past and may in the
future materially and adversely affect our operating results.

We did not commence initial commercial production of our TMF(TM) batteries
until October 1998. We are currently producing several thousand batteries per
month for sampling, to fulfill small orders, to conduct experiments to improve
our production process and product performance, and to build inventory for
assembly of the BOLDER SECURESTART(TM) instant engine starting product that we
introduced in August 1999. Although our initial automated production line is
installed, qualified and functional, we have not yet operated this line at full
capacity over an extended period of time.

A key determinant of our current and future production capacity and
profitability is the production yield of our manufacturing process. Failure to
achieve acceptable yields of commercial quality batteries in commercial
quantities, and thereby reduce our unit manufacturing costs, would negatively
affect our profitability. In addition, failure to continue volume manufacturing
on a timely basis could damage customer relationships and result in lost
opportunities. Any such failure would have a material adverse effect on our
business, operating results and financial condition.

In order to continue to scale up our manufacturing capacity, we will need
to complete fabrication, installation and qualification of additional automated
production equipment. In addition, as part of our manufacturing ramp-up, we will
need to hire and train a substantial number of new manufacturing workers. The
availability of skilled and unskilled workers in the Denver metropolitan area,
the site of our manufacturing facility, is limited due to a relatively low
unemployment rate. The continued implementation of our manufacturing facility
will continue to require substantial engineering work and expenses and is
subject to significant risks, including risks of cost overruns and significant
delays.

WE RELY ON THIRD PARTIES TO MANUFACTURE PARTS FOR AND ASSEMBLE CERTAIN OF OUR
PRODUCTS.

We currently rely on a third party to manufacture parts for and assemble
our SECURESTART(TM) product. In addition, we may outsource additional
manufacturing and assembly work relating to our products in the future. Our
business, operating results and financial condition could be materially and
adversely affected if one or more of our contractors fails to perform its
manufacturing, assembly, or other obligations to us in a timely and satisfactory
manner.

9
<PAGE> 70

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IF WE FAIL TO KEEP PACE WITH RAPIDLY
CHANGING TECHNOLOGIES.

The battery industry has experienced, and is expected to continue to
experience, rapid technological change. Various companies are seeking to enhance
traditional battery technologies, such as lead acid and NiCd and other companies
have recently introduced or are developing rechargeable batteries based on
nickel metal hydride, lithium and other emerging and potential technologies. If
competing technologies that outperform our batteries are developed and
successfully introduced, our business, operating results and financial condition
will be materially and adversely affected.

In addition, the instant engine starting industry has experienced, and is
expected to continue to experience, rapid technological changes. Various
companies are seeking to enhance instant engine starting technologies and have
introduced or are developing instant engine starting products that will compete
with our instant engine starting products. If competing technologies that
outperform our instant engine starting products are developed and successfully
introduced, our business, operating results and financial condition could be
materially and adversely affected.

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL CAPITAL TO FUND OUR OPERATIONS WHEN
NEEDED.

We will require substantial funds to build and operate commercial
manufacturing facilities, to market our products and to conduct the necessary
research and development and testing of our products. We believe that our
current cash reserves and cash flows from operations should be adequate to fund
our operations at least through the first quarter of 2000. In order to continue
planned operations beyond the first quarter of 2000 and to provide funds for
additional production capacity, we will need to access additional sources of
equity capital or debt. If our capital requirements or revenue vary materially
from our current plans or if unforeseen circumstances occur, we may require
additional financing sooner than we anticipate. We are unable to predict the
precise amount of future capital that we may require. Additional financing may
not be available when we require it, and the form and terms of any such
available financing may not be acceptable.

If we cannot obtain adequate funds on acceptable terms, then:

- we may have to delay, scale back or eliminate one or more of our
development programs;

- we may have to delay, scale back or eliminate any substantial expansion
of fully-automated manufacturing capacity;

- we may have to curtail or otherwise discontinue the development,
manufacture or sale of our TMF(TM) battery systems;

- we may have to sell additional securities on terms that could be dilutive
to our stockholders;

- we may be unable to take advantage of strategic opportunities or respond
to competitive pressures;

- we may be unable to develop or enhance our products; and

- we may have to seek a merger partner or suspend operations.

Any of these failures could have a material adverse effect on our business,
operating results and financial condition.

INTENSE COMPETITION EXISTS IN THE BATTERY AND INSTANT ENGINE STARTING INDUSTRIES
AND WE EXPECT COMPETITION TO CONTINUE TO INTENSIFY.

Competition in the battery and instant engine starting industries is
intense. We expect that competition will continue to intensify.

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Currently, our primary instant engine starting competitors include:

- Century Manufacturing Co., an affiliate of Pentair, Inc.; and

- K&K Jump Start/Chargers, Inc.

In applications such as portable tools and appliances and certain
electronic and medical products, our primary competitors are suppliers of NiCd
batteries, including:

- SANYO Energy (USA) Corporation;

- Panasonic Industrial Company, a division of Matsushita Electric
Corporation of America;

- Energizer Power Systems, a division of Eveready Battery Company; and

- SAFT America, Inc.

In applications such as car starting, standby power and certain medical and
electronics applications, our primary competitors are suppliers of lead acid
batteries:

- Suppliers of automotive batteries include Johnson Controls, Inc., Exide
Corporation, GNB Inc. and Delphi Automotive Systems Corporation, formerly
a division of General Motors Corporation; and

In addition, we have granted Johnson Controls certain license rights which
allow Johnson Controls to compete with us in lawn and garden starting,
motorcycle starting, hybrid electric vehicles, standby power, and emergency
jump-starting batteries.

We may not be able to compete successfully against our current or future
competitors. Many of our competitors have established positions in the market,
greater name recognition, financial, technical, marketing, sales, manufacturing,
distribution and other resources and long standing relationships with OEMs and
other customers. These factors may place us at a disadvantage when we respond to
our competitors' pricing strategies, technological advances and other
initiatives. Specifically, we may not be able to compete successfully with
Johnson Controls in the markets where Johnson Controls has a royalty-bearing
license from us. Additionally, our competitors may develop services that are
superior to ours or that achieve greater market acceptance. Our inability to
successfully respond to competitive pressures would have a material adverse
effect on our business, operating results and financial condition.

FAILURE TO MANAGE OUR GROWTH EFFECTIVELY COULD ADVERSELY AFFECT OUR BUSINESS.

Our transition from a development stage company to a manufacturing company
has strained and will continue to strain our managerial, operational and
financial resources. If our products achieve market acceptance, we will need to
further increase our number of employees and enhance our operating systems and
practices. We must effectively manage our operational and financial systems,
procedures and controls to manage this future growth. Further, our transition
from a research and development focused entity to a manufacturing and customer
focused entity will require new processes and activities that we have not done
before.

A NUMBER OF FACTORS COULD CAUSE OUR OPERATING RESULTS TO FLUCTUATE SIGNIFICANTLY
AND OUR STOCK PRICE TO FALL.

We expect our annual and quarterly operating results to fluctuate
significantly in the future. It is possible that in some future periods our
results may be below expectations of public market analysts and investors. If
this occurs, the trading price of our securities could significantly decline.
Our operating results

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<PAGE> 72

may fluctuate in the future due to a variety of factors, not all of which are in
our control. These factors include:

- the size and timing of individual purchase orders;

- market acceptance of our battery and end-use products, including our
instant engine starting products;

- implementation of additional automated production capacity;

- manufacturing yields and efficiency;

- changes in our operating expenses;

- product development programs;

- the long sales cycle in the OEM market for our products; and

- general industry and economic conditions.

The success of our business depends on increasing revenues to offset
expenses. We cannot assure you that we will generate sufficient revenues to
offset our expenses. If our revenues are less than expected, or if we increase
our spending ahead of our revenue growth, our business, financial condition and
operating results will be materially and adversely affected. You should not rely
on annual or quarter-to-quarter comparisons of our operating results as an
indication of future performance.

WE ARE DEPENDENT ON OUR SUPPLIERS FOR RAW MATERIALS.

We are dependent on sole or limited source suppliers for certain key raw
materials used in our products, particularly thin lead foil, lead oxide, molded
components, separators, acid and expander components. We have qualified, or we
are in the process of qualifying, second or additional sources for all primary
product components. We generally purchase sole or limited source raw materials
pursuant to purchase orders placed from time to time and we have no long-term
contracts or other guaranteed supply arrangements with our sole or limited
source suppliers. If our suppliers are unable to meet our quality and volume
requirements for raw materials in a timely manner and at an acceptable cost, it
could have a material adverse effect on our business, financial condition and
operating results.

OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY MAY ADVERSELY AFFECT OUR
ABILITY TO COMPETE.

We hold seven issued United States patents which expire beginning in 2008
and ending in 2016. We also have four issued foreign patents. In addition, we
have ten patents pending in the United States, as well as a number of foreign
patents pending. Patent applications in the United States are maintained in
secrecy until patents issue, and since publication of discoveries in the
scientific or patent literature tends to lag behind actual discoveries, we
cannot be certain that we are the first creator of inventions covered by pending
patent applications or the first to file patent applications on such inventions.

We cannot be certain that our pending applications will result in issued
patents or that foreign patent applications related to issued United States
patents will issue. Because the status of patents involves complex legal and
factual questions and the breadth of claims issued is uncertain, we cannot be
certain that any of our issued patents will afford meaningful protection against
competitors with similar technology. In addition, with respect to foreign
patents, some foreign countries provide significantly less patent protection
than the United States.

In addition to patent protection, we rely on the law of unfair competition
and trade secrets to protect our proprietary rights.

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<PAGE> 73

The unauthorized misappropriation of our proprietary rights could have a
material adverse effect on our business, financial condition and operating
results. Other companies may infringe upon our patents and other proprietary
rights or may obtain patents that will require us to license or design around
such patents. If we resort to legal proceedings to enforce our proprietary
rights, the proceedings could be burdensome and expensive and the outcome could
be uncertain. To determine the priority of inventions, we may have to
participate in interference proceedings declared by the United States Patent and
Trademark Office or comparable proceedings in foreign patent offices, which
could result in substantial cost and may result in an adverse decision as to the
priority of our inventions.

WE ARE SUBJECT TO CLAIMS ALLEGING INTELLECTUAL PROPERTY INFRINGEMENT.

We may be subject to claims alleging that we have infringed third party
proprietary rights. If we were to discover that any of our products infringed
third party rights, we may not be able to obtain permission to use those rights
on commercially reasonable terms. If we resort to legal proceedings to enforce
our proprietary rights or defend against alleged infringements, the proceedings
could be burdensome and expensive and could involve a high degree of risk. Any
of these events could have a material adverse effect on our business, operating
results and financial condition.

WE MAY NOT BE ABLE TO SUCCESSFULLY OPERATE OUR BUSINESS IF WE LOSE KEY
PERSONNEL.

We believe that our success will depend on the continued services of our
senior management team and other key personnel. The loss of the services of any
of our senior management team or other key employees could materially adversely
affect our business, operating results and financial condition. In addition, we
rely on consultants and advisors to assist us in formulating our research and
development strategy. We do not have fixed term employment contracts with any of
our key executives. We maintain key person life insurance on Daniel S. Lankford,
our President and Chief Executive Officer, Sandra D. Schreiber, our Senior Vice
President -- Systems and Supply Chain, and Arthur S. Homa, our Senior Vice
President -- Technology and Manufacturing.

OUR BUSINESS WILL SUFFER IF WE DO NOT ATTRACT AND RETAIN HIGHLY SKILLED
PERSONNEL.

In order to continue to pursue our product development and marketing plans,
our future success depends on our ability to identify, attract, hire and train
highly skilled scientific, manufacturing and sales and marketing personnel.
These requirements are also expected to demand the addition of management
personnel and the development of additional expertise by existing management
personnel. Our failure to attract and retain the necessary scientific,
manufacturing and sales and marketing personnel could materially and adversely
affect our business, operating results and financial condition, including our
ability to conclude collaborations with additional corporate partners.

OUR INABILITY TO COMPLY WITH ENVIRONMENTAL REGULATIONS MAY ADVERSELY AFFECT OUR
BUSINESS.

For example, our manufacturing facilities each include an enclosed area
specifically designed for the mixing of lead oxide paste, the pasting of the
lead foil and the winding of the cells. Employees operating in these areas are
instructed in the use of safety equipment such as gloves, protective clothing
and respirators and are required under Occupational Safety and Health
Administration guidelines to submit to blood monitoring tests on a periodic
basis which are undertaken by an outside, independent agency.

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<PAGE> 74

We may be unable to operate in conformity with such laws and regulations in
the future. Additionally, changes in such regulations may require us to incur
substantial capital or operating costs to achieve or maintain compliance. Any
failure by us to adequately control the discharge of our hazardous materials and
wastes could also subject us to future liabilities, which could be significant.

OUR BUSINESS COULD BE AFFECTED BY YEAR 2000 ISSUES.

Year 2000 issues refer generally to the problems that some software may
have in determining the correct century for the year. For example, software with
date-sensitive functions that is not Year 2000 compliant may not be able to
distinguish whether "00" means 1900 or 2000, which may result in failures or the
creation of erroneous results.

We plan to validate each of our internal systems by September 30, 1999. To
date, this plan has been implemented through a combination of written vendor
confirmations and specific validation testing. We have tested 95% of our
equipment and software have found it to be compliant, applied supplier fixes or
replaced the equipment. In addition, we have implemented processes to identify
and evaluate the Year 2000 status of newly acquired equipment, and to evaluate
supplier and customer Year 2000 compliance. These programs will continue through
the end of 1999. We intend to maintain contingency plans for each of our key
relationships as they arise, such as second sourcing, purchasing additional
inventory, and creating joint contingency plans for Year 2000 situations.

We are not currently aware of any significant operational issues or costs
associated with preparing our internal information technology and
non-information technology systems for the Year 2000. However, we may experience
significant unanticipated problems and costs caused by undetected errors or
defects in the technology used in our internal information technology and
non-information technology systems. These problems and costs could seriously
harm our business, financial condition and results of operations.

In addition, we may experience significant unanticipated problems and costs
caused by external Year 2000 compliance failures that generally affect industry
and commerce, such as utility or transportation company interruptions. Such
problems and costs could seriously harm our business, financial condition and
results of operations.

We have funded and will continue to fund our Year 2000 plan from cash
balances and have not separately budgeted for these costs in the past. To date,
our Year 2000 costs have not been significant and we do not anticipate that we
will incur significant costs associated with the Year 2000 in the future. There
can be no guarantee, however, that we will not incur significant costs
associated with internal and external Year 2000 compliance failures.

We believe that our most likely risks from Year 2000 issues are external,
due to the difficulty of validating key third parties' readiness for Year 2000.
Even if we obtain Year 2000 compliance assurances from third parties, there is
still a risk that a major supplier of raw materials, or a major OEM customer,
could become unreliable due to Year 2000 problems.

OUR PRODUCT LIABILITY INSURANCE MAY NOT BE SUFFICIENT TO COVER PRODUCT LIABILITY
CLAIMS.

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<PAGE> 75

explosions. In addition, under such conditions, toxic gases and/or sulfuric acid
spray may be released. Sulfuric acid can cause burns. Such occurrences may
result in product liability claims against us.

Additionally, we intend to manufacture and retail end user products to
consumers, such as instant engine starting products. The sale of such products
may expose us to product liability claims from consumers.

Although we maintain product liability insurance in amounts which we
believe are reasonable given the associated risks, we cannot be certain that
such insurance will be adequate to cover any potential liability relating to one
or more claims of product liability, or that such insurance will be available at
an acceptable cost in the future.

CONTROL BY EXISTING STOCKHOLDERS MAY LIMIT YOUR ABILITY TO INFLUENCE THE OUTCOME
OF DIRECTOR ELECTIONS AND OTHER MATTERS REQUIRING STOCKHOLDER APPROVAL.

Approximately 31% of our outstanding stock is owned by two venture capital
funds. These stockholders may be able to significantly influence matters that we
require our stockholders to approve, including electing directors and approving
significant corporate transactions. This concentration of ownership may also
have the effect of delaying or preventing a change in control of us, which could
result in a lower stock price.

CERTAIN PROVISIONS IN OUR CORPORATE DOCUMENTS MAY DISCOURAGE OUR ACQUISITION BY
OTHERS AND THUS DEPRESS OUR STOCK PRICE.

Our corporate documents and Delaware law could make it more difficult for a
third party to acquire us, even if a change in control would be beneficial to
our stockholders. In particular, we adopted a stockholder rights plan in 1998.
These and other provisions might discourage, delay or prevent a change in
control of us or a change in our management. These provisions could also limit
the price that investors might be willing to pay in the future for our
securities.

THE PRICES FOR OUR SECURITIES ARE LIKELY TO BE HIGHLY VOLATILE, AND YOU MAY NOT
BE ABLE TO RESELL OUR SECURITIES AT OR ABOVE THE OFFERING PRICE.

The market price of our common stock has been and is likely to be highly
volatile as the stock market in general, and the market for technology companies
in particular, has been highly volatile. Investors may not be able to resell
their securities following periods of volatility because the market reacts
adversely to volatility.

Factors that could cause volatility in our securities may include, among
other things:

- actual or anticipated variations in our quarterly operating results;

- if we or our competitors announce technological innovations or new
commercial products;

- changes in governmental regulation;

- developments in our patents or other proprietary rights or those of our
competitors, including litigation;

- developments in our relationships with current or future collaborative
partners;

- if securities analysts change their financial estimates for us or for our
competitors;

- general conditions or trends in the stock market;

- if we add or lose key personnel; and

- if our stockholders sell our securities.

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<PAGE> 76

Many of these factors are beyond our control. These factors may materially
adversely affect the market price of our securities, regardless of our operating
performance.

FUTURE SALES OF OUR SECURITIES IN THE PUBLIC MARKET COULD CAUSE THE PRICE OF OUR
SECURITIES TO FALL AND DECREASE THE VALUE OF YOUR INVESTMENT.

The market price of our securities could fall if the holders of our
securities sell substantial amounts of our securities, including securities
issued upon the exercise of outstanding options and warrants and upon conversion
of the outstanding Series A Preferred Stock, in the public market following this
offering. Such sales might also make it more difficult for us to sell securities
in the future at a time and price that we deem appropriate.

Some of our security holders are entitled to certain registration rights.
The exercise of such rights could adversely affect the market price of our
securities.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of the securities to repay
indebtedness and for general corporate purposes, unless otherwise specified in
the prospectus supplement or term sheet relating to such securities. Pending
such applications, we will invest the net proceeds in interest-bearing
investment grade securities.

RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

We had no earnings for the periods presented. Accordingly, our ratio of
earnings to fixed charges and ratio of earnings to combined fixed charges and
preferred stock dividends are not meaningful for the periods presented.

The following table sets forth our deficiency of earnings to fixed charges
and deficiency of earnings to combined fixed charges and preferred dividends for
the periods presented.

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, ----------------------------------------------------------------
1999 1998 1997 1996 1995 1994
---------- ----------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Deficiency of earnings to fixed
charges........................... $8,296,104 $11,590,207 $ 9,696,729 $3,612,432 $3,313,817 $3,388,268
Deficiency of earnings to combined
fixed charges and preference
dividends....................... $9,160,092 $13,317,324 $10,099,049 $3,612,432 $3,313,817 $3,388,268
</TABLE>

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<PAGE> 77

THE SECURITIES

We intend to sell our securities from time to time. These securities may
include the following, in each case, as specified by us at the time of offering:
(1) common stock, (2) preferred stock, (3) debt securities, comprising senior
debt securities and subordinated debt securities, each of which may be
convertible into common stock or preferred stock, (4) depository shares
representing preferred stock, and (5) warrants to purchase debt securities,
preferred stock, common stock or units representing any combination of the
foregoing securities.

We will offer the securities to the public on terms determined by market
conditions at the time of sale and set forth in a prospectus supplement or term
sheet relating to the specific issue of securities. We will offer the securities
described in this prospectus either separately or together in one or more series
of up to $30,000,000 aggregate public offering price or its equivalent in
foreign currencies or units of two or more currencies, based on the applicable
exchange rate at the time of the offering, as shall be designated by us at the
time of the offering.

Our authorized capital stock presently consists of 25,000,000 shares of
common stock, $.001 par value per share, and 5,000,000 shares of preferred
stock, $.001 par value per share, of which 336,200 are designated Series A
Preferred Stock and 250,000 are designated Series B Junior Participating
Preferred Stock. As of July 31, 1999, there were approximately 320 record
holders of our common stock.

DESCRIPTION OF COMMON STOCK

The holders of our common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of our stockholders. The
holders of common stock are not entitled to cumulative voting rights with
respect to the election of directors, and as a consequence, minority
stockholders will not be able to elect directors on the basis of their votes
alone. Subject to preferences that may be applicable to any then outstanding
shares of preferred stock, holders of common stock are entitled to receive
ratably such dividends as may be declared by our board of directors out of funds
legally available therefor. In the event of a liquidation, dissolution or
winding up of BOLDER, holders of the common stock are entitled to share ratably
in all assets remaining after payment of liabilities and the liquidation
preference of any then outstanding preferred stock. Holders of common stock have
no preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
common stock. All outstanding shares of common stock are, and all shares of
common stock to be outstanding upon completion of this offering will be, fully
paid and nonassessable.

American Stock Transfer & Trust Company acts as transfer agent and
registrar for the common stock.

SHAREHOLDER RIGHTS PLAN

Each share of common stock has associated with it one right (a "Right") to
purchase one one-hundredth of a share of Series B Junior Participating Preferred
Stock (or in certain cases other securities) of BOLDER. The terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") dated as of January
23, 1998, between BOLDER and American Stock Transfer & Trust Company, as Rights
Agent. Prior to the occurrence of certain specified future events, the rights
will not be represented by separate certificates and will be transferable with
and only with the associated common stock.

Pursuant to the Rights Agreement, in the event that, among other things, a
third party acquires beneficial ownership of 15% or more of the outstanding
shares of the common stock, each holder of Rights will be entitled to purchase
securities of BOLDER having a market value equal to twice the purchase price
thereof. In addition, Rights held by an Acquiring Person (as defined in the
Rights Agreement) will become null and void, nontransferable and nonexercisable.

Subject to certain limitations, we may redeem the Rights in whole, but not
in part, at a price of $.01 per Right. The Rights will expire on January 23,
2008, unless earlier redeemed by us.

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Our Shareholder Rights Plan may have the effect of discouraging unsolicited
takeover attempts.

The foregoing summary of certain terms of the Rights does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
the Rights Agreement, a copy of which is on file with the Securities and
Exchange Commission.

OUTSTANDING REGISTRATION RIGHTS

Pursuant to an existing agreement between BOLDER and certain of our
stockholders, the holders (or their permitted transferees) of approximately
5,091,625 shares of common stock and 49,766 shares of common stock issuable upon
the exercise of warrants to purchase common stock (the "Holders") are entitled
to certain rights with respect to the registration of such shares under the
Securities Act of 1933, as amended. If we propose to register any of our
securities under the Securities Act, either for our own account or for the
account of other security holders, the Holders are entitled to notice of the
registration and are entitled to include, at our expense, such shares therein,
provided, among other conditions, that the underwriters have the right to limit
the number of such shares included in the registration. In addition, certain of
the Holders may require us, on not more than two occasions, to file a
registration statement under the Securities Act, at our expense, with respect to
their shares of common stock, and we are required to use our best efforts to
effect the registration, subject to certain conditions and limitations. However,
the Holders may not require us to file any such registration statement within 90
days of the effective date of any prior registration statement covering our
common stock, and we may defer the filing of such registration statement for up
to 120 days. Further, certain of the Holders may require us, at our expense, to
register their shares of common stock on a Form S-3, subject to certain
conditions and limitations.

DELAWARE ANTI-TAKEOVER LAW AND CHARTER PROVISIONS

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law ("Delaware Law"), an anti-takeover law. In general, the statute
prohibits a publicly held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
For purposes of Section 203, a "business combination" includes a merger, asset
sale or other transaction resulting in a financial benefit to the interested
stockholder, and an "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years prior, did own) 15% or
more of the corporation's voting stock.

Our Certificate of Incorporation (the "Certificate of Incorporation") also
requires that any action required or permitted to be taken by our stockholders
must be effected at a duly called annual or special meeting of stockholders and
may not be effected by a consent in writing; provided, however, that the holders
of Series A Preferred Stock may, until such time as the Series A Preferred Stock
is registered pursuant to any effective registration statement under Section 12
of the Securities Exchange Act of 1934, as amended, act by written consent so
long as such action by written consent is solely being taken by, and is only
applicable to, the holders of Series A Preferred Stock. Special meetings of our
stockholders may be called only by our board of directors, the chairman of our
board of directors or our chief executive officer. The Certificate of
Incorporation also provides that the authorized number of directors may be
changed only by resolution of our board of directors, and that directors can
only be removed for cause by a majority vote of our stockholders. In addition,
the Certificate of Incorporation provides for the classification of our board of
directors into three classes, only one of which shall be elected at any given
annual meeting. These provisions may have the effect of delaying, deterring or
preventing a change in control of BOLDER, depressing the market price of our
common stock or discouraging hostile takeover bids in which our stockholders
could receive a premium for their shares of common stock.

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LIMITATION ON DIRECTORS' LIABILITY

The Certificate of Incorporation limits the liability of our directors or
our stockholders (in their capacity as directors but not in their capacity as
officers) to the fullest extent permitted by Delaware law. Specifically, our
directors will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to BOLDER or our stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit.

The inclusion of this provision in our Certificate of Incorporation may
have the effect of reducing the likelihood of derivative litigation against
directors and may discourage or deter stockholders or management from bringing a
lawsuit against directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefited BOLDER and our
stockholders.

DESCRIPTION OF PREFERRED STOCK

GENERAL DESCRIPTION

The following description sets forth general terms of preferred stock that
we may issue. The terms of any series of the preferred stock will be described
in the prospectus supplement or term sheet relating to the preferred stock being
offered thereby. The description set forth below and in any prospectus
supplement or term sheet does not purport to be complete and is subject to, and
qualified in its entirety by reference to, our Amended and Restated Certificate
of Incorporation (the "Certificate of Incorporation"), which is filed as an
exhibit to this registration statement and the Certificate of Designations (the
"Certificate of Designations") relating to each particular series of the
preferred stock, which will be filed with the Securities and Exchange Commission
at or prior to the time of sale of such preferred stock.

Pursuant to the Certificate of Incorporation, we are authorized to issue up
to 5,000,000 shares of undesignated preferred stock, par value $0.001 per share.
Our board of directors has the authority, without approval of our stockholders,
to issue all of the shares of preferred stock which are currently authorized in
one or more series and to fix the number of shares and the rights, preferences,
privileges, qualifications, restrictions and limitations of each series. Because
our board of directors has the power to establish the preferences and rights of
each series, it may afford the holders of any series of preferred stock
preferences, powers and rights, voting or otherwise, senior to the rights of
holders of common stock or other series of preferred stock. The issuance of the
preferred stock could have the effect of delaying or preventing a change in
control of BOLDER. In connection with our Shareholder Rights Plan, we are
obligated to issue shares of Series B Junior Participating Preferred Stock if
the shareholder rights become exercisable.

In addition, as described under "Description of Depositary Shares," we may
offer depositary shares evidenced by depositary receipts, each representing a
fraction (to be specified in the prospectus supplement or term sheet relating to
the depositary shares offered thereby) of a share of the particular series of
preferred stock issued and deposited with a depositary, in lieu of offering full
shares of such series of preferred stock.

The preferred stock will have the dividend, liquidation, redemption, voting
and conversion or exchange rights specified in the prospectus supplement or term
sheet relating to the particular series of preferred stock offered thereby. In
addition, the applicable prospectus supplement or term sheet will describe the
other terms of the preferred stock, including, where applicable, the following:

- the designation, stated value and liquidation preference of such
preferred stock and the number of shares offered;

- the offering price;

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<PAGE> 80

- the dividend rate (or method of calculation), the dividend periods, the
date on which dividends shall be payable and whether such dividends shall
be cumulative or noncumulative and, if cumulative, the dates from which
dividends shall commence to cumulate;

- any redemption or sinking fund provisions;

- any conversion or exchange provisions;

- voting rights, if any;

- to the extent permitted by applicable law, whether such preferred stock
will be issued in certificated or book-entry form;

- whether such preferred stock will be listed on a national securities
exchange or the Nasdaq Stock Market;

- information with respect to book-entry procedures, if any; and

- any additional rights, preferences, privileges, limitations and
restrictions of such preferred stock (which may not be inconsistent with
the provisions of the Certificate of Incorporation or the Certificate of
Designations establishing such series of preferred stock).

The preferred stock will be, when issued against payment therefor, fully
paid and nonassessable. Holders thereof will have no preemptive rights to
subscribe for any additional securities that we may issue. Unless otherwise
specified in the applicable prospectus supplement or term sheet, the shares of
each series of preferred stock will rank on a parity with all other outstanding
series of preferred stock issued by us as to payment of dividends (except with
respect to cumulation thereof) and as to the distribution of assets upon our
liquidation, dissolution, or winding up. Each series of preferred stock will
rank prior to the common stock, and any other capital stock of ours that is
expressly made junior to such series of preferred stock.

OUTSTANDING PREFERRED STOCK

The Series A Preferred Stock constitutes a single series of our preferred
stock. As of August 18, 1999, 336,200 shares of the Series A Preferred Stock are
outstanding. All outstanding shares of Series A Preferred Stock are duly
authorized, validly issued, fully paid and nonassessable, and the holders
thereof will not have any preemptive rights in connection therewith. The Series
A Preferred Stock is not subject to any sinking fund or other obligation of
BOLDER to redeem or retire such shares except as described below. Any Series A
Preferred Stock converted, redeemed or otherwise acquired by us will, upon
cancellation of such shares, have the status of authorized but unissued
preferred stock subject to issuance by our board of directors as shares of
preferred stock of any one or more other series but not as shares of Series A
Preferred Stock.

The material rights, powers, preferences and limitations of the Series A
Preferred Stock are set forth below:

- Dividends. Holders of the Series A Preferred Stock are each entitled to
receive (and we are required to pay), when, as and if declared by our
board of directors, out of the funds of BOLDER legally available
therefor, a semi-annual dividend payable in common stock (based upon the
common stock's then fair market value) or cash or a combination of common
stock and cash, at our option, at an annual rate equal to (i) $4.00 per
share to the extent the dividend is paid in cash and (ii) $4.50 per share
to the extent the dividend is paid in common stock. If dividends are paid
in cash it could require us to pay $1,344,000 annually. If dividends are
paid in common stock it will be dilutive to the holders of common stock.

- Conversion Rights. Each share of Series A Preferred Stock is convertible
at the option of the holder thereof at any time, unless previously
redeemed, into that number of shares of common

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<PAGE> 81

stock equal to $50.00 divided by a conversion price per share equal to
$15.00, subject to certain adjustments.

- Liquidation Rights. In the event of any liquidation, dissolution or
winding up of BOLDER, whether voluntary or involuntary, the holders of
shares of Series A Preferred Stock are each entitled to receive out of
assets of BOLDER available for distribution to stockholders, whether from
capital surplus or earnings, before any distribution of assets is made to
holders of common stock and of any other class of stock of BOLDER ranking
junior to the Series A Preferred Stock, liquidating distributions equal
to the greater of (i) $50.00 per share of such Series A Preferred Stock
or (ii) the amount per share of such Series A Preferred Stock that would
have been payable had each such share been converted into common stock
immediately prior to such event of liquidation, dissolution or winding
up, plus, in either case, accrued and unpaid dividends.

- Redemption Rights. Under certain circumstances, the shares of Series A
Preferred Stock are redeemable at our option, in whole or in part, at any
time or from time to time out of funds legally available therefor, at
$50.00 per share, plus in each case an amount equal to accrued and unpaid
dividends, if any, to (and including) the redemption date, whether or not
earned or declared (the "Redemption Price"). The Redemption Price may be
paid in shares of common stock or cash, or in a combination of common
stock and cash, at our option.

- Redemption at Option of Holder upon a Fundamental Change. If a
Fundamental Change (as defined in the Certificate of Designation of the
Series A Preferred Stock, a copy of which has previously been filed with
the Securities and Exchange Commission) occurs, each holder of Series A
Preferred Stock shall have the right, at the holder's option, to require
us to redeem all of such holder's Series A Preferred Stock, or any
portion thereof that has an aggregate liquidation value that is a
multiple of $50.00, on the date selected by us that is not less than 10
nor more than 20 days after the Final Surrender Date (as defined in the
Series A Certificate of Designation), at a price per share equal to the
Redemption Price. We may, at our option, pay all or any portion of the
Redemption Price upon a Fundamental Change in shares of our common stock
or any successor corporation.

- Voting Rights. The holders of Series A Preferred Stock have voting rights
on all matters subject to a vote of holders of common stock on an
as-converted basis. If the Series A Preferred Stock has not been redeemed
prior to October 8, 2003, our board of directors shall be increased and
the holders of Series A Preferred Stock that have not been so redeemed
shall be entitled, voting as a separate class, to elect additional
directors to our board of directors so that the number of additional
directors to be elected by the Series A Preferred Stock shall constitute
not less than 20% (rounded to the nearest whole number) of the total
number of directors after giving effect to such increase. Such right
shall exist until the Series A Preferred Stock is redeemed.

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<PAGE> 82

DESCRIPTION OF DEBT SECURITIES

Debt securities will be issued pursuant to an Indenture to be entered into
between BOLDER and a qualified trustee to be specified in an applicable
prospectus supplement or term sheet (the "Trustee").

The Indenture will fix the terms of such debt securities, including:

- the aggregate principal amount of such debt securities and whether there
is any limit upon the aggregate principal amount of such debt securities
that may be subsequently issued;

- the date on which such debt securities will mature;

- the principal amount payable with respect to such debt securities whether
at maturity or upon earlier acceleration, and whether such principal
amount will be determined with reference to an index, formula or other
method;

- the rate or rates per annum (which may be fixed or variable) at which
such debt securities will bear interest, if any;

- the dates on which such interest, if any, will be payable;

- the provisions for redemption of such debt securities, if any, the
redemption price and any remarketing arrangements relating thereto;

- the sinking fund requirements, if any, with respect to such debt
securities;

- whether such debt securities are denominated or provide for payment in
United States dollars or a foreign currency or units of two or more of
such foreign currencies;

- the form (registered or bearer or both) in which such debt securities may
be issued and any restrictions applicable to the exchange of one form for
another and to the offer, sale and delivery of such debt securities in
either form;

- whether and under what circumstances we must pay additional amounts in
respect of such debt securities held by a person who is not a U.S. person
(as defined in the prospectus supplement or term sheet, as applicable) in
respect of specified taxes, assessments or other governmental charges and
whether we have the option to redeem the affected debt securities rather
than pay such additional amounts;

- whether such debt securities are to be issued in global form;

- the title of the debt securities and the series of which such debt
securities shall be a part;

- the denominations of such debt securities;

- whether, and the terms and conditions relating to when, we may satisfy
certain of our obligations with respect to such debt securities with
regard to payment upon maturity, or any redemption or required repurchase
or in connection with any exchange provisions by delivering to the
holders thereof securities or a combination of cash, other securities
and/or property;

- the terms of the debt securities with respect to the Events of Default
set forth in the Indenture;

- the terms, if any, upon which the debt securities may be convertible into
our common stock, preferred stock or depository shares and the terms and
conditions upon which such conversion will be effected, including the
initial conversion price or rate, and the conversion period;

- whether, and the terms and conditions relating to when, the debt
securities may be transferred separately from warrants when such debt
securities and warrants are issued together; and

- any other terms of the debt securities.

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<PAGE> 83

Reference is made to the prospectus supplement for the terms of the debt
securities being offered thereby, including whether such debt securities are
senior debt securities or subordinated debt securities. We may deliver to
purchasers of securities a term sheet instead of a prospectus supplement. This
prospectus may be delivered prior to or concurrently with a term sheet.

Prospective purchasers of debt securities should be aware that special U.S.
Federal income tax, accounting and other considerations may be applicable to
instruments such as debt securities. The prospectus supplement or term sheet
relating to any issue of debt securities will describe any such considerations.

The debt securities will be issued, to the extent provided in the
prospectus supplement or term sheet, in fully registered form without coupons,
and/or in bearer form with or without coupons, and in denominations set forth in
the prospectus supplement or term sheet. No service charge will be made for any
registration of transfer of registered debt securities or exchange of debt
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charges that may be imposed in connection therewith. The
Indenture will provide that debt securities issued thereunder may be issued in
global form. If any series of debt securities is issuable in global form, the
applicable prospectus supplement or term sheet will describe the circumstances,
if any, under which beneficial owners of any such global debt securities may
exchange such interests for debt securities of such series and of like tenor and
principal amount in any authorized form and denomination. Principal and any
premium, additional amounts, and interest on, a global debt security will be
payable or deliverable in the manner described in the applicable prospectus
supplement or term sheet.

DESCRIPTION OF DEPOSITARY SHARES

We may issue receipts for depositary shares, each of which will represent a
fraction of a share of preferred stock. Shares of preferred stock of each class
or series represented by depositary shares will be deposited under deposit
agreements to be entered into among BOLDER, a bank or trust company, as
depository, and the holders from time to time of the depositary receipts. A copy
of the form of deposit agreement, including the form of certificates
representing the depositary receipts, will be filed as an exhibit to this
registration statement prior to the issuance of any depositary shares.

The depositary shares are to be evidenced by depositary receipts issued
pursuant to the applicable deposit agreement. Immediately following our issuance
and delivery of the preferred stock to the depositary, we will cause the
depositary to issue the depositary receipts on our behalf. Subject to the terms
of the applicable deposit agreement, each holder of a depositary receipt will be
entitled, in proportion to the fraction of a share of preferred stock
represented by such depositary share, to all the rights and preferences of the
preferred stock represented thereby (including dividend, voting, conversion,
redemption and liquidation rights), all as will be set forth in the prospectus
supplement or term sheet relating to the depositary receipts offered thereby.

The depositary shares will have the dividend, liquidation, redemption,
voting and conversion or exchange rights specified in the applicable prospectus
supplement or term sheet. The applicable prospectus supplement or term sheet
will also describe the other terms of depositary shares offered thereby, the
deposit agreement relating to such depositary shares and the depositary receipt
certificates representing such depositary shares, including the following:

- the designation, stated value and liquidation preference of such
depositary shares and the number of shares offered;

- the offering price or prices;

- the dividend rate or rates (or method of calculation), the dividend
periods, the dates on which dividends shall be payable and whether such
dividends shall be cumulative or noncumulative and, if cumulative, the
dates from which dividends shall commence to cumulate;

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<PAGE> 84

- any redemption or sinking fund provisions;

- any conversion or exchange provisions;

- any material risk factors relating to such depositary shares;

- the identity of the depositary; and

- any other terms of such depositary shares.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of debt securities, preferred stock,
common stock, depository shares or units of any combination of the foregoing
securities. Each series of warrants will be issued under a warrant agreement to
be entered into between us and a bank or trust company, as warrant agent, all as
set forth in the prospectus supplement or term sheet relating to the warrants
offered thereby. A copy of the form of warrant agreement, including the form of
warrant certificates representing the warrants reflecting the provisions to be
included in the warrant agreements that will be entered into with respect to
particular offerings of warrants, will be filed as an exhibit to this
registration statement prior to the issuance of any warrants.

The applicable prospectus supplement or term sheet will describe the terms
of the warrants offered thereby, the warrant agreement relating to such warrants
and the warrant certificates, including the following:

- the offering price or prices;

- the aggregate amount of securities that may be purchased upon exercise of
such warrants and minimum number of warrants that are exercisable;

- the number of securities, if any, with which such warrants are being
offered and the number of such warrants being offered with each security;

- the date on and after which such warrants and the related securities, if
any, will be transferable separately;

- the amount of securities purchasable upon exercise of each warrant and
the price at which the securities may be purchased upon such exercise,
and events or conditions under which the amount of securities may be
subject to adjustment;

- the date on which the right to exercise such warrants shall commence and
the date on which such right shall expire;

- the circumstances, if any, which will cause the warrants to be deemed to
be automatically exercised;

- any material risk factors relating to such warrants;

- the identity of the warrant agent; and

- any other terms of such warrants (which shall not be inconsistent with
the provisions of the warrant agreement).

Warrant certificates may be exchanged for new warrant certificates of
different denominations, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office of
the warrant agent or any other office indicated in the applicable prospectus
supplement or term sheet. Prior to the exercise of any warrants, holders of such
warrants will not have any rights of holders of the securities purchasable upon
such exercise, including the right to receive payments of dividends, if any, on
the securities purchasable upon such exercise or the right to vote such
underlying securities.

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<PAGE> 85

Prospective purchasers of warrants should be aware that special U.S.
federal income tax, accounting and other considerations may be applicable to
instruments such as warrants. The prospectus supplement or term sheet relating
to any issue of warrants will describe such considerations.

PLAN OF DISTRIBUTION

We may sell the securities to or through underwriters, through or to
dealers, directly to one or more purchasers, or through agents. The prospectus
supplement or term sheet with respect to the securities offered thereby will set
forth the terms of the offering of the securities, including the name or names
of any underwriters, dealers or agents, the purchase price of the securities and
the proceeds to us from such sale, any delayed delivery arrangements, any
underwriting discounts and other items constituting underwriters' compensation,
the initial public offering price, any discounts or concessions allowed or re-
allowed or paid to dealers, and any securities exchanges on which the securities
may be listed.

If underwriters are used in the sale, the securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at varying
prices determined at the time of sale. The securities may be offered to the
public either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more firms acting as underwriters or
agents. The underwriter or underwriters with respect to a particular
underwritten offering of securities will be named in the prospectus supplement
or term sheet relating to such offering, and if an underwriting syndicate is
used, the managing underwriter or underwriters will be set forth on the cover of
such prospectus supplement or term sheet. Unless otherwise set forth in the
prospectus supplement or term sheet relating thereto, the obligations of the
underwriters or agents to purchase the securities will be subject to conditions
precedent and the underwriters will be obligated to purchase all the securities
if any are purchased. The initial public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers may be changed from time to
time.

If dealers are used in the sale of securities with respect to which this
prospectus is delivered, we will sell such securities to the dealers as
principals. The dealers may then resell such securities to the public at varying
prices to be determined by such dealers at the time of resale. The names of the
dealers and the terms of the transaction will be set forth in the prospectus
supplement or term sheet relating thereto.

We may sell securities directly or through agents from time to time at
fixed prices, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices or at varying prices
determined at the time of sale. Any agent involved in the offer or sale of the
securities with respect to which this prospectus is delivered will be named, and
any commissions payable by us to such agent will be set forth, in the prospectus
supplement or term sheet relating thereto. Unless otherwise indicated in the
prospectus supplement or term sheet, any such agent will be acting on a best
efforts basis for the period of its appointment.

In connection with the sale of the securities, underwriters or agents may
receive compensation from us or from purchasers of securities for whom they may
act as agents in the form of discounts, concessions, or commissions.
Underwriters, agents, and dealers participating in the distribution of
securities may be deemed to be underwriters, and any discounts or commissions
received by them from us and any profit on the resale of the securities by them
may be deemed to be underwriting discounts or commissions under the Securities
Act of 1933, as amended.

If so indicated in the prospectus supplement or term sheet, we will
authorize agents, underwriters, or dealers to solicit offers from certain types
of institutions to purchase securities from us at the public offering price set
forth in the prospectus supplement or term sheet pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject only to those conditions set forth in the
prospectus supplement or term sheet, and the prospectus supplement or term sheet
will set forth the commission payable for solicitation of such contracts.

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<PAGE> 86

Agents, dealers, and underwriters may be entitled under agreements entered
into with us to indemnification by us against certain civil liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribution with respect to payments that such agents, dealers, or underwriters
may be required to make with respect thereto. Agents, dealers, and underwriters
may be customers of, engage in transactions with, or perform services for us in
the ordinary course of business.

We may also use this prospectus to directly solicit offers to purchase
securities. Except as set forth in the applicable prospectus supplement or term
sheet, none of our directors, officers, or employees will solicit or receive a
commission in connection with those direct sales. Those persons may respond to
inquiries by potential purchasers and perform ministerial and clerical work in
connection with direct sales.

The securities may or may not be listed on a national securities exchange
or the Nasdaq Stock Market.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for
BOLDER Technologies Corporation by Cooley Godward LLP, Boulder, Colorado.

EXPERTS

The financial statements of BOLDER Technologies Corporation incorporated by
reference in this prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.

ADVANTAGES OF TMF(TM) BATTERIES

The Company believes that the combination of the following characteristics
of its TMF(TM) batteries offers advantages over commercially available
rechargeable batteries in a broad range of current and potential applications.

HIGH POWER -- TMF(TM) batteries are designed to quickly and efficiently
deliver high bursts of power.

COST EFFECTIVE -- TMF(TM) batteries are manufactured using readily
available, inexpensive raw materials.

NO MEMORY EFFECT -- TMF(TM) batteries have no memory effect, a negative
characteristic of nickel cadmium batteries.

SMALL SIZE -- Their high power density allows the smaller TMF(TM) batteries
to do the same amount of work as larger conventional batteries in high power
applications.

FASTER RECHARGE -- TMF(TM) batteries can be recharged in less than five
minutes.

STABLE DISCHARGE VOLTAGE -- TMF(TM) batteries provide consistent voltage
throughout their discharge cycle even during high rate discharge.

COOL OPERATION -- TMF(TM) batteries have low impedance, which greatly
reduces the amount of heat generated by the battery.

SUPERIOR COLD TEMPERATURE PERFORMANCE -- TMF(TM) batteries lose
significantly less of their room temperature capacity at lower temperatures than
conventional batteries.

EXTREMELY RAPID RESPONSE -- TMF(TM) batteries deliver energy much more
rapidly than other commercially available batteries.

EASY TO RECYCLE -- TMF(TM) batteries can be readily recycled within the
existing infrastructure used to recycle most lead acid batteries.

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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH
WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Supplement Summary.......... S-3
Forward Looking Statements............. S-6
Risk Factors........................... S-6
Use of Proceeds........................ S-12
Capitalization......................... S-12
Price Range of Common Stock............ S-13
Dividends.............................. S-13
Selected Financial Data................ S-14
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... S-15
Business............................... S-19
Management............................. S-29
Principal Stockholders................. S-31
Underwriting........................... S-33
Legal Matters.......................... S-34
Experts................................ S-34
Index to Financial Statements.......... F-1

PROSPECTUS
Where You Can Find More Information.... 2
Forward-Looking Statements............. 3
About this Prospectus.................. 4
The Company............................ 4
Risk Factors........................... 7
Use of Proceeds........................ 16
Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends............................ 16
The Securities......................... 17
Description of Common Stock............ 17
Description of Preferred Stock......... 19
Description of Debt Securities......... 22
Description of Depository Shares....... 23
Description of Warrants................ 24
Plan of Distribution................... 25
Legal Matters.......................... 26
Experts................................ 26
</TABLE>

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[BOLDER TECH LOGO]

BOLDER TECHNOLOGIES
CORPORATION
2,200,000 SHARES

COMMON STOCK
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PROSPECTUS SUPPLEMENT
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FIRST SECURITY VAN KASPER
November , 1999

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