<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
File No. 333-94077
199,400 SHARES
BOLDER TECHNOLOGIES CORPORATION
COMMON STOCK
--------------------
This Prospectus covers 4,400 shares of our common stock and 195,000
shares of our common stock issuable upon the exercise of an outstanding warrant.
The selling stockholder holding the warrant identified in this Prospectus may
exercise the warrant at any time prior to December 16, 2004 and may sell the
shares of common stock issuable upon exercise of the warrant from time to time
on terms to be determined at the time of sale. We will not receive any of the
proceeds from the sale of shares by the selling stockholders.
Our shares trade on The NASDAQ National Market under the symbol "BOLD."
On March 2, 2000, the closing sale price of the common stock, as reported on The
NASDAQ National Market, was $9.625.
The selling stockholders may sell the shares of common stock described
in this Prospectus in public or private transactions, on or off The NASDAQ
National Market, at prevailing market prices, or at privately negotiated prices.
The selling stockholders may sell shares directly to purchasers or through
brokers or dealers. Brokers or dealers may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders.
We will not be paying any underwriting commissions or discounts in the
offering of these shares. We will, however be paying for the expenses incurred
in the offering of the shares. For its shares, the selling stockholders will
receive the purchase price of the shares sold less any agents' commissions and
underwriters' discounts and other related expenses. More information is provided
in the section titled "Plan of Distribution" on page 11.
Our address and telephone number are: BOLDER Technologies Corporation.,
4403 Table Mountain Parkway, Golden, Colorado 80403, (303) 215-7200.
--------------------
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD ACQUIRE
SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON
PAGE 6.
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.
--------------------
March 28, 2000
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
-------------
<S> <C>
Where You Can Find More Information............................. 2
The Company..................................................... 4
Forward-Looking Statements...................................... 5
Risk Factors.................................................... 6
Use of Proceeds................................................. 11
Selling Stockholders............................................ 11
Plan of Distribution............................................ 11
Description of Capital Stock.................................... 12
Legal Matters................................................... 15
Experts......................................................... 16
</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
to under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934:
o Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
o Quarterly Report on Form 10-Q for the period ended March 31, 1999
o Quarterly Report on Form 10-Q for the period ended June 30, 1999
o Quarterly Report on Form 10-Q for the period ended September 30, 1999;
o Current Report on Form 8-K dated September 22, 1999;
o Current Report on Form 8-K dated November 8, 1999;
o Definitive Proxy Statement dated April 30, 1999; and
o The description of common stock contained in BOLDER Technologies
Corporation's Registration Statement on Form 8-A declared effective by
the Commission on April 29, 1996, including any amendment or reports
filed for the purpose of updating such description.
2.
<PAGE> 3
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 Parkway
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.
3.
<PAGE> 4
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 an average of 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 Neiman 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.
o 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 are also
currently developing jump starting products for the automobile
professional and marine markets.
o 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.
We granted Johnson Controls, Inc. ("JCI") a limited duration, worldwide
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.
4.
<PAGE> 5
We believe there are barriers to entry for potential competitors
interested in developing technology similar to our TMF(TM) technology.
o 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.
o 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.
o 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:
o developing products that exploit the unique capabilities of
TMF(TM) batteries;
o creating brand recognition for our trademarks, including
SecureStart(TM) and TMF(TM);
o using precision process control and advanced analytical tools to
improve performance and reduce manufacturing costs; and
o protecting and enhancing our proprietary technology base.
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.metal film.
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference herein
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."
5.
<PAGE> 6
RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the following "Risk Factors" 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 September 30, 1999, we had an accumulated deficit of
$44.1 million. We do not expect to be profitable prior to the fourth quarter 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.
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.
6.
<PAGE> 7
Because we have only one manufacturing line and expect that any
additional lines we build in the foreseeable future will be located in our
current building, any fire or other calamity affecting the existing line or our
facility could have a material adverse effect on us.
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. We currently expect to
have adequate capital resources through December 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.
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.
7.
<PAGE> 8
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,
some of which are priced materially lower than 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.
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
8.
<PAGE> 9
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 irreparable
injury, both of which must be established to obtain a preliminary injunction.
This determination does not dispose of the case, which remains pending trial.
Century previously informed us that it had a United States patent
application pending in which certain claims covered the SecureStart(TM) product.
In December 1999, the United States Patent Office issued the patent to Century.
Thereafter, Century filed a second complaint against us in the United Stated
District Court for the District of Minnesota. In its second complaint, Century
alleges that SecureStart(TM) infringes the patent that was recently issued by
the United States Patent Office. The complaint seeks injunctive relief and
unspecified damages.
We have not yet responded to Century's complaints but we intend to
defend against them vigorously. 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 on 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.
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
9.
<PAGE> 10
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.
Approximately 26% of our outstanding stock is owned by two 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.
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.
10.
<PAGE> 11
USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock by the
selling stockholder.
SELLING STOCKHOLDERS
The following table sets forth the names of the selling stockholders,
the number of shares of common stock owned by the selling stockholders as of the
date of this Prospectus and the number of shares of common stock which may be
offered pursuant to this Prospectus. The selling stockholders may offer all,
some or none of their shares of common stock.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BEING SHARES BENEFICIALLY OWNED
NAME OFFERING(1)(2) OFFERED AFTER OFFERING (2)
- ---- ------------------- ------------ --------------------------
NUMBER PERCENT NUMBER PERCENT
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
VFT Special Ventures LTD 195,000 * 195,000 -- --
Donald R. Hootstein 4,400 * 4,400 -- --
</TABLE>
* Less than 1%
- ----------------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
issuable upon exercise of options currently exercisable, or exercisable
within 60 days of the date of this Prospectus, are deemed outstanding for
computing the percentage of the person holding such securities but are not
outstanding for computing the percentage of any other person. Subject to
community property laws where applicable, the persons named in the above
table have sole voting and investment power with respect to all shares of
common stock shown as beneficially owned by them.
(2) Although the selling stockholders have not expressed a specific intention
as to the number of shares of common stock to be sold, the table shows the
beneficial ownership that would result if all shares being offered hereby
were sold. Percentage calculations are based upon approximately 14,477,105
shares of common stock outstanding as of December 29, 1999.
PLAN OF DISTRIBUTION
The Company is registering the shares of common stock (the "Shares")
offered by the selling stockholders hereunder. As used herein, "selling
stockholders" includes pledgees, donees and transferees selling shares received
from the selling stockholders after the date of this Prospectus. All costs,
expenses and fees in connection with the registration of the Shares offered
hereby will be borne by the Company. Brokerage commissions and similar selling
expenses, if any, attributable to the sale of Shares will be borne by the
selling stockholders.
Sales of Shares may be effected by the selling shareholders from time
to time in one or more types of transactions (which may involve one or more
blocked transactions) on The NASDAQ National Market, in privately negotiated
transactions, through put or call options transactions, through short sales of
Shares, or a combination of such methods of sale, at market prices prevailing at
the time of sale or at negotiated prices. Such transactions may or may not
involve brokers or dealers.
The selling stockholders may effect such transactions by selling the
Shares to or through broker-dealers, which may act as agents or principals. Such
broker-dealers may receive compensation in the form of discounts, concession or
commissions from the selling stockholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they sell as principal,
or both (which compensation to a particular broker-dealer might be in excess of
customary commission).
At any time a particular offer of Shares is made, the specific Shares
of common stock to be sold, the name of the selling stockholders, the respective
purchase prices and public offering prices, the names of any agent, dealer or
underwriter, and any applicable commissions or discounts with respect to a
particular offer will be set forth in an
11.
<PAGE> 12
accompanying Prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this Prospectus is a part.
The selling stockholders and any broker-dealers who act in connection
with the sale of Shares hereunder may be deemed to be "underwriters" as that
term is defined in the Securities Act of 1933 (the "Securities Act"), and any
commissions received by them and profit on any resale of the Shares as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act.
Any or all of the sales or other transactions involving the Shares
described above, whether effected by the selling stockholders, any broker-dealer
or others, may be made pursuant to this Prospectus. In addition, any Shares that
qualify for sale pursuant to Rule 144 under the Act may be sold under Rule 144
rather than pursuant to this Prospectus.
In order to comply with the securities laws of certain states, if
applicable, the Shares may be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states the Shares may
not be sold unless they have been registered or qualified for sale or an
exemption from registration or qualification requirements is available and is
complied with.
The Company will be permitted to suspend the use of the Prospectus
which is a part of such registration statement during certain periods of time
and under certain circumstances relating to pending corporate developments,
public filings with the Commission and similar events. The Company will pay all
expenses of such registration statement, provide to each registered holder
requesting to sell the Shares copies of such Prospectus, notify each registered
holder when such registration statement has become effective and take certain
other actions as are required to permit, subject to the foregoing, unrestricted
resales of such securities. A holder who sells such securities pursuant to such
registration statement generally will be required to be named as a selling
stockholder in the related Prospectus and to deliver a Prospectus to purchasers.
If a registration statement covering the Shares is not effective, such Shares
may not be sold or otherwise transferred except in accordance with the
provisions set forth under an exemption from registration under federal and
state securities laws.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock 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 March 1, 2000, there were approximately 280 record
holders of the Company's common stock.
COMMON STOCK
The holders of the Company's common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of the
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 the Board of Directors out of funds
legally available therefor. In the event of a liquidation, dissolution or
winding up of the Company, 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.
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 the Company. The
12.
<PAGE> 13
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
dated as of January 23, 1998, between the Company 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 the Company 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, the Company 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 the Company.
The Company's 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 Commission.
PREFERRED STOCK
The Board of Directors of the Company is empowered, without approval of
the stockholders, to cause shares of preferred stock to be issued in one or more
series and to establish the number of shares to be included in each such series
and the rights, powers, preferences and limitations of each series. Because the
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 the
Company. The Board of Directors has no present plans to issue any of the
preferred stock, other than the Series A Preferred Stock which was issued by the
Company in October 1997. In connection with the Company's Shareholder Rights
Plan, the Company would be obligated to issue shares of Series B Junior
Participating Preferred Stock if such rights become exercisable.
The Series A Preferred Stock constitutes a single series of the
preferred stock of the Company consisting of 336,200 shares. 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 the Company to redeem or retire such
shares except as described below. Any Series A Preferred Stock converted,
redeemed or otherwise acquired by the Company will, upon cancellation of such
shares, have the status of authorized but unissued preferred stock subject to
issuance by the 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:
o DIVIDENDS. Holders of the Series A Preferred Stock are each
entitled to receive (and the Company is required to pay), when,
as and if declared by the Board of Directors, out of the funds of
the Company 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 the Company's 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 the Company to pay
$1,344,000 annually. If dividends are paid in common stock it
will be dilutive to the holders of common stock.
o 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
stock equal to $50.00 divided by a conversion price per share
equal to $15.00, subject to certain adjustments.
13.
<PAGE> 14
o LIQUIDATION RIGHTS. In the event of any liquidation, dissolution
or winding up of the Company, whether voluntary or involuntary,
the holders of shares of Series A Preferred Stock are each
entitled to receive out of assets of the Company 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 the Company
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.
o REDEMPTION RIGHTS. Under certain circumstances, the shares of
Series A Preferred Stock are redeemable at the option of the
Company, 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 the Company's
option.
o 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 Commission (the "Certificate of
Designation")) occurs, each holder of Series A Preferred Stock
shall have the right, at the holder's option, to require the
Company 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 the Company
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.
The Company may, at its option, pay all or any portion of the
Redemption Price upon a Fundamental Change in shares of common
stock of the Company or any successor corporation.
o 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, the Board
of Directors of the Company 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 the Board of Directors of the Company 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.
OUTSTANDING REGISTRATION RIGHTS
Pursuant to existing agreements between the Company and certain of its
stockholders, the holders (or their permitted transferees) of approximately
5,091,625 shares of common stock and 96,641 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. If the Company proposes to register any of its securities under
the Securities Act, either for its 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 the Company's 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 the Company, on not more than two occasions, to file a registration
statement under the Securities Act, at the Company's expense, with respect to
their shares of common stock, and the Company is required to use its best
efforts to effect the registration, subject to certain conditions and
limitations. However, the Holders may not require the Company to file any such
registration statement within 90 days of the effective date of any prior
registration statement covering the Company's common stock, and the Company may
defer the filing of such registration statement for up to 120 days. Further,
certain of the Holders may require the Company, at its expense, to register
their shares of common stock on a Form S-3, subject to certain conditions and
limitations.
14.
<PAGE> 15
DELAWARE ANTI-TAKEOVER LAW AND CHARTER PROVISIONS
The Company is 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.
The Company's Certificate of Incorporation (the "Certificate of
Incorporation") also requires that any action required or permitted to be taken
by stockholders of the Company must be effected at a duly called annual or
special meeting of the 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 the stockholders of the Company
may be called only by the Board of Directors, the Chairman of the Board or the
Chief Executive Officer. The Certificate of Incorporation also provides that the
authorized number of Directors may be changed only by resolution of the Board of
Directors, and that Directors can only be removed for cause by a majority vote
of the stockholders. In addition, the Certificate of Incorporation provides for
the classification of the 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 the
Company, depressing the market price of common stock or discouraging hostile
takeover bids in which stockholders of the Company could receive a premium for
their shares of common stock.
LIMITATION ON DIRECTORS' LIABILITY
The Certificate of Incorporation limits the liability of the Company's
directors to the Company or its stockholders (in their capacity as directors but
not in their capacity as officers) to the fullest extent permitted by Delaware
law. Specifically, directors of the Company 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 the
Company or its 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 the 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 the Company and its
stockholders.
TRANSFER AGENT AND REGISTRAR
American Stock Transfer & Trust Company acts as transfer agent and
registrar for the common stock and for the Series A Preferred Stock.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon for BOLDER Technologies Corporation by Cooley Godward LLP, Boulder,
Colorado.
15.
<PAGE> 16
EXPERTS
The financial statements of the Company incorporated by reference in
this Prospectus and Registration Statement 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.
16.
<PAGE> 17
NO DEALER, SALES PERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY
OTHER THAN THE NOTES OR CONVERSION SHARES OFFERED HEREBY, NOR DOES IT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE NOTES OR
CONVERSION SHARES TO ANYONE IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM,
IT WOULD BE UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR IMPLY THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
199,400 SHARES
BOLDER TECHNOLOGIES CORPORATION
COMMON STOCK
--------------------
PROSPECTUS
--------------------
March 28, 2000
