SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
UNIQUE MOBILITY, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-0579156
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
425 Corporate Circle
Golden, CO 80401
(303) 278-2002
(Address, including zip code, and telephone number,including
area code, of registrant's principal executive offices)
With copies to:
Donald A. French Nick Nimmo, Esq.
425 Corporate Circle Holme Roberts & Owen LLC
Golden, CO 80401 1700 Lincoln, Suite 4100
(303) 278-2002 Denver, Colorado 80203
(Name, address, including zip code, and (303) 861-7000
telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ x ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462 (b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
<S> maximum maximum Amount of
Title of each class of Amount to be offering price aggregate registration
securities to be registered registered per share (1) offering price (1) fee
<C> <C> <C> <C>
____________________________________________________________________________________________
Common Stock ($.01 par value) 581,111 shares $3.94 $2,289,577 $790
____________________________________________________________________________________________
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices of
the Registrant's common stock on October 10, 1995 reported on the American
Stock Exchange.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Prospectus
UNIQUE MOBILITY, INC.
581,111 Shares of Common Stock, $.01 par value
___________________
THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. SEE
"INVESTMENT CONSIDERATIONS".
All of the 581,111 shares (the "Shares") of the common stock ($.01 par value per
share) (the "Common Stock") of UNIQUE MOBILITY, INC. (the "Company") offered
hereby are being sold by certain shareholders of the Company (the "Selling
Shareholders"). The Shares will be offered by the Selling Shareholders from
time to time (i) over the American Stock Exchange or Boston Stock Exchange,
where the Common Stock is listed, or elsewhere, at fixed prices which may be
changed, at market prices prevailing at the time of offer and sale, at prices
related to such prevailing market prices or at negotiated prices and (ii) in
negotiated transactions, through the writing of options on the Shares, or a
combination of such methods of sale. The Selling Shareholders may effect such
transactions by offering and selling the Shares directly or to or through
securities broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions, or commissions from the Selling Shareholders
and/or the purchasers of the Shares for whom such broker-dealers may act as
agent or to whom the Selling Shareholders may sell as principal, or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). See "The Selling Shareholders" and "Sale of Shares." The last
reported sale price of the Common Stock on the American Stock Exchange on
October 10, 1995 was $3.94. See "Market Price of Common Stock."
The Company has agreed to bear all expenses in connection with the registration
and sale of the Shares being offered by the Selling Shareholders other than
compensation payable to securities broker-dealers by the Selling Shareholders
and/or the purchasers of the Shares, any securities broker-dealer expense
allowances and fees and expenses of counsel (and other advisers) to the Selling
Shareholders and transfer taxes. See "Sale of Shares." The Company will
receive no proceeds from the sale of the shares.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is ____________, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy and
information statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C., as well as at the following regional
offices: 75 Park Place, New York, NY; 230 Dearborn Street, Chicago, IL. Copies
of such material can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The Company's Common Stock is listed on the American
Stock Exchange and Boston Stock Exchange. Reports, proxy and information
statements and other information concerning the Company can be inspected at
such exchanges.
The Company has filed with the Commission a Registration Statement under the
Securities Act of 1933, as amended (the "Act"), with respect to the Common Stock
to be sold hereunder. This Prospectus does not contain all of the information
set forth in the Registration Statement and the exhibits thereto, as permitted
by the rules and regulations of the Commission. For further information
pertaining to the Company and its Common Stock, reference is made to the
Registration Statement and the exhibits thereto, which may be inspected without
charge at, and copies of which may be obtained at prescribed rates from, the
office of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549.
ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission under the
Exchange Act, are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended October 31,
1994;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
January 31, April 30 and July 31, 1995; and
(c) The Company's Registration Statement on Form 8-A, file no. 0-9146, as
amended.
All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering registered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of the filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
<PAGE>
The Company will provide without charge to each person to whom this Prospectus
is delivered, on the written or oral request of any such person, a copy of any
or all of the documents incorporated by reference (not including exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Written requests for such copies should be directed to
Donald A. French, 425 Corporate Circle, Golden, Colorado 80401. Telephone
requests may be directed to Mr. French at (303) 278-2002.
SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus or
incorporated by reference herein.
The Company
Unique Mobility, Inc. (the "Company") is engaged in the design, development and
manufacture of its proprietary electric motor technology and related
electronics. Historically, the Company's primary business has been the design
and prototyping of specialty vehicles, vehicle subsystems and the application
of its proprietary electric motor technology to vehicle drive systems.
The Company was incorporated under the laws of the State of Colorado in 1967.
The Company's principal offices are located at 425 Corporate Circle, Golden,
Colorado 80401 and its telephone number is (303) 278-2002.
INVESTMENT CONSIDERATIONS
The securities being offered hereby are speculative and involve a high degree
of risk. The following factors, as well as other information contained herein
and the reports, proxy statements and other information filed by the Company
with the Commission, should be considered carefully in evaluating the Company
and its business before making an investment.
Significant Customers; Uncertain Financial Stability; Operating Losses
Investments in cost-shared and internally-funded research and development
resulted in net losses of $3,395,356 for the fiscal year ending October 31,
1994, a net loss of $2,473,804 for the fiscal year ending October 31, 1993,
and a net loss of $ 680,314 for the nine months ended July 31, 1995. The
Company had an accumulated deficit of $13,776,417 as of July 31, 1995.
A substantial portion of the Company's operating revenue to date has consisted
of payments by others to fund sponsored research. In fiscal 1994, the Company
derived approximately $970,000 in contract revenue from three customers
amounting to 59 percent of the Company's contract service revenue. In fiscal
1993, the Company derived approximately $694,000 in contract revenue from two
customers amounting to 47 percent of the Company's contract service revenue.
For the first nine months of fiscal 1995, approximately $3,311,293 of contract
service revenue representing 93 percent of the Company's contract service
revenue was derived from five customers.
<PAGE>
Over the near term, the Company's ability to achieve profitable operations will
be adversely affected by its planned additional investments in product
development, manufacturing facilities and market launch expenditures. Ongoing
revenues from contract services will depend not only on timely achievement of
research objectives by the Company, which cannot be assured, but also on each
funding partner's internal financial, competitive, marketing and strategic
considerations. The Company's research and development agreements are terminable
on short notice.
In June 1994 the Company was awarded an $11.2 million five year contract with
Ford Motor Company to participate in the "Hybrid Propulsion System Development
Program" sponsored by the U.S. Department of Energy. During the first phase of
the Ford/DOE program, which spanned a one year period ending June 30, 1995, the
Company received approximately $1.8 million in payments from Ford and cost
shared a like amount. In July 1995 the Company reduced the level of its
participation in the Ford/DOE program to a two year $4.4 million effort with a
cost sharing obligation of approximately $2.2 million. At July 31, 1995 the
Company had performed approximately $3.7 million of the work envisioned under
the revised program. Management expects the near term impact of the revision
of the Ford/DOE program and the planned investment in product development,
manufacturing facilities and product launch to result in sharply lower levels
of contract services revenue and operating losses for the fourth quarter and
beyond. Renegotiation or termination of any of the Company's other contract
service agreements could also have a material adverse effect on the Company.
For the long term, the Company's ability to continue operations will depend
on the Company's ability to introduce, manufacture or license, market and
distribute products on a profitable basis. There can be no assurance, however,
that the Company's products will achieve market acceptance or will be able to
compete effectively against existing products or that the Company will derive
sufficient revenues to achieve profitability.
The Company has generated limited revenue from sales of motors and controllers.
The products which the Company is intending to commercialize may require
significant additional development, testing and investment. The market for
electric vehicle traction drive systems is, at present, not significant
although a significant market could develop over the next few years as a
result of air quality legislation. Other potential product offerings, such as
aerospace and industrial motor applications, will require significant additional
development expenditures. Although the Company has been able to secure
sponsored funding arrangements with strategic partners for the development of
its technology in specific fields of application in the past, there can be no
assurance that such sponsored research agreements will continue or that any
resulting products will be commercially marketable.
Need For Additional Financing
The Company believes that existing cash resources, together with cash flow from
operations, if any, and short-term borrowings will be sufficient to fund
operations for a period of at least 10 months. Subsequent implementation of the
Company's business plan may require additional resources beyond those currently
possessed by the Company. Management hopes to secure such additional capital,
if needed, to meet its long-term requirements. However, there can be no
assurance that such funds will be available when needed on terms acceptable to
the Company. Further, such additional financing may have a dilutive effect on
existing shareholders. If the Company is unable to obtain such additional
financing, management would defer, abandon or modify implementation of the
Company's business plan. In such an event, management believes that the
Company's contract services and product sales operations, in and of themselves,
could be configured to sustain operations on a reduced level.
<PAGE>
Proprietary Technology and Technological Obsolescence
The Company's success depends, in part, upon its ability to protect its
proprietary technology. The Company has been issued various patents covering
certain designs and manufacturing techniques of its permanent magnet motor and
control technology and other patent applications which are pending. The
Company's success also depends, in part, on the diligent prosecution of its
issued and pending motor and electronic patents, as well as the filing and
prosecution of patents on future technological advances, if any. There can be
no assurance that the Company will possess the financial resources necessary to
prosecute and maintain existing applications or to pursue additional patents.
If the Company is not able to prosecute and maintain its existing patent
applications, they will lapse. There can be no assurance that the Company's
patents will not be circumvented, invalidated or infringed, or that the Company
will possess the financial resources to enforce its existing patents and patent
applications in the event of an infringement. Further, new technology may be
developed by third parties or may already exist unknown to the Company, causing
the Company's proprietary technology to be obsolete.
The Company also intends to rely on the unpatented proprietary know-how it has
developed and now utilizes in its products. There can be no assurance that
others will not independently develop, acquire or obtain access to the Company's
technology. Although the Company protects its proprietary rights by executing
confidentiality agreements with its management, employees and others with access
to the Company's technology, these measures may not be adequate to protect the
Company from disclosure or misappropriation of its proprietary information.
Competition
The Company's future success depends upon the continued development and
commercialization of its proprietary electric motor technology. The Company
intends to market its motor and controller technology as an advanced electric
vehicle drive system. At present, the market for such systems is not
significant, although various legislative mandates and regulations are
expected to provide incentives for the production of vehicles using such
systems. There can be no assurance, however, that such legislation will not be
amended, postponed or rescinded or that the Company's products will be accepted
should such a market develop. Further, should a market develop, it is likely
that established automotive manufacturers and component suppliers will pursue
opportunities to reach such a market. The Company is aware of efforts by others
to aggressively develop products that will compete with the Company's products.
Some of these efforts are being undertaken by large companies which possess
significantly greater financial and other resources than the Company, including
established supply arrangements.
Further, the company also intends to pursue commercialization of its technology
in the aerospace and industrial markets. The Company will face substantial
competition in this field from both foreign and domestic manufacturers, many of
whom have longer operating histories, greater capital, marketing, personnel and
other resources and higher levels of recognition in the marketplace than the
Company. It is the Company's strategy to pursue strategic alliances with
established companies to meet such competition. However, there can be no
assurance that the Company will be able to establish such alliances or otherwise
penetrate the marketplace and compete successfully with others in the field.
<PAGE>
Dependence on Key Personnel
The Company is dependent upon the personal efforts and abilities of several key
employees, including its Chairman, President and Chief Executive Officer, Ray A.
Geddes; its Treasurer, Controller, and Chief Financial Officer, Donald A.
French; its Executive Vice President-Operations, William G. Rankin; its Vice
President-Research and Technology, Craig S. Cambier; and other highly qualified
technical employees and outside consultants. Messrs. Geddes, Rankin, French,
and Cambier have entered into employment agreements with the Company expiring
December 31, 1996.
Although the Company believes it has been successful to date in recruiting and
retaining qualified personnel, the Company's ability to develop and
commercialize its products and maintain its competitive position in light of
industry developments will depend, in large part, on its ability to continue to
attract the services of such personnel. While the Company's management
believes that its relationship with its employees has been generally
satisfactory, there can be no assurance that the Company will be able to
maintain the high caliber of technical and managerial personnel which it now
enjoys.
Product Liability
The marketing of the Company's products involves an inherent risk of claims for
product liability, and there can be no assurance that claims for product
liability will not be asserted against the Company. The Company currently
carries product liability insurance of $1,000,000 covering its prototype
products and its limited production motor and controller product line. The
Company hopes to expand existing operations to include the manufacture,
marketing and distribution of its products on a worldwide basis. There can be
no assurance that the Company will be able to maintain product liability
insurance for either its present or its expanded marketing effort on acceptable
terms or that such insurance, if maintained, will provide adequate coverage
against potential claims. The Company's product liability insurance is on a
"claims made" basis, renewable year by year. If one or more claims were made,
the Company's insurance carriers could discontinue coverage upon expiration of
the then current policy, leaving the Company uninsured as to future claims.
Limited Manufacturing and Marketing Experience
The Company has limited experience in manufacturing processes and procedures for
electric motors and electronic components. Although the Company has established
limited production operations, it does not currently possess the staff,
equipment or resources necessary to manufacture products in greater commercial
quantities. The Company may encounter difficulties and delays in manufacturing
its products that have not been apparent to date and the long-term reliability
of the Company's products has not been tested in a broad range of possible
applications.
Further, the Company has limited experience in marketing and distributing its
products. Currently, marketing efforts consist of those provided by management
together with sales support performed by the Company's technical staff.
Therefore, the Company must implement a broader based marketing and distribution
plan. The Company intends to market its products in North America through a
combination of strategic alliances and direct marketing by the Company's
employees. Implementation of a direct marketing program will entail the
recruitment of application engineers and sales representatives. Sales outside
North America will depend solely on, the Company's successful completion of
joint ventures and strategic alliances with others. There can be no assurance
that the Company will be successful in implementing its direct marketing program
or in establishing appropriate alliances.
<PAGE>
Net Operating Loss Carryforwards For Tax Purposes
The Company believes that it currently has net operating loss carryforwards
of approximately $12 million. The Internal Revenue Service may assert numerous
challenges with respect to these loss carryforwards that could affect the
Company's ability to utilize the carryforwards. The Company is currently
subject to a limitation on its ability to fully utilize certain of its loss
carryforwards for tax purposes.
No Dividends
The Company has never declared or paid any cash dividends on common stock and
anticipates that it will follow a policy of retaining all of its earnings, if
any, for use in its business.
Foreign Exchange Rates, Currency Controls and International Operations
The Company intends to invest in Taiwan UQM Electric Co., Ltd., which is
establishing a manufacturing facility outside the United States. Such
investment, as well as other of the Company's operations, will be subject to
special risks inherent in doing business internationally. Such risks include
risks of foreign currency exchange fluctuations, civil disturbances, political
instability, governmental activities and deprivation of contract rights. There
can be no assurance that such risks will not have a material adverse effect on
the Company's investments and operations.
Market Overhang; Shares Eligible for Future Sale
Sales (or availability for sale) of a substantial number of shares of Common
Stock in the public market could have a depressive effect upon the market price
of the Common Stock. Officers and directors of the Company have granted Alcan a
first right of refusal to acquire any shares of Common Stock held by them and
proposed for sale in the market. Pursuant to its Incentive and Non-qualified
Stock Option Plan, 1992 Stock Option Plan and Stock Option Plan for Non-employee
Directors, as of July 31, 1995, the Company had reserved 4,354,000 shares of
Common Stock for issuance upon the exercise of options. Options to purchase
2,091,230 shares are presently outstanding. Such options have a weighted
average exercise price of $5.05 per share. All of the shares underlying the
options are registered under the 1933 Act. The Company has reserved
1,340,000 shares of Common Stock for issuance upon the exercise of warrants,
of which 400,000 warrants have an exercise price of $6.00 per share, 150,000
warrants have an exercise price of $5.00 per share and the remaining warrants
can be either exercised for cash equal to the lower of the market price of the
Common Stock or $2.40 per share or be converted in a cashless conversion into
Common Stock based on the spread between the market price of the stock on the
date of exercise and the $2.40 per share exercise price of the warrants. The
holders of the warrants have certain rights to require the Company to register
the Common Stock issuable upon exercise or conversion under the 1933 Act.
Since May 1993, the Company's Common Stock has traded on the American Stock
Exchange and Boston Stock Exchange. Since the date of listing, the Company's
trading volume has averaged approximately 10,000 shares per day.
<PAGE>
Significant Shareholdings
Directors and executive officers of the Company have the option to purchase
1,207,256 shares of the Company's Common Stock. In the event such options are
exercised, directors and executive officers would own a total of 1,636,475
shares of the Company's Common Stock (excluding shares held by the two Directors
nominated by Alcan and Advent International Corporation and Techno-Venture
U.S.A. Inc. ("The Advent Group"). Alcan has 1,401,925 shares. The Advent Group
would own 1,227,778 shares in the aggregate after exercise of its warrants for
their cash exercise price. Alcan and The Advent Group have preemptive rights
to purchase 16.7 percent and 15.2 percent, respectively, of future issuances.
Alcan also has a right of first refusal to purchase private placement equity
securities to be issued or sold by the Company to third parties. Alcan and
The Advent Group also have rights of first refusal for so long as they hold any
of the Company's shares to purchase 706,586 shares from Mr. Geddes should such
shares be offered in any private or public sale. The options, preemptive
rights, rights of first refusal and warrants, if exercised, could permit
directors and executive officers of the Company or Alcan or The Advent
Group to control the Company by controlling the election of the Company's board
of directors. It should be noted that cumulative voting is not allowed, and,
therefore, the holders of a majority of the shares present in person or by proxy
at a meeting of shareholders may elect all of the directors.
Preemptive Rights
Alcan and The Advent Group have preemptive rights to acquire 16.7 percent and
15.2 percent, respectively, of the Company's shares offered in any offering for
so long as either of them holds any shares of the Company's Common Stock. The
existence of these rights may affect the Company's ability to secure future
financing.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the Shares.
THE SELLING SHAREHOLDERS
The Selling Shareholders received their Shares in a transaction exempt from
registration under the Act pursuant to Regulation S promulgated thereunder.
The following table sets forth certain information regarding the Selling
Shareholders and the Shares offered by the Selling Shareholders pursuant to this
Prospectus.
<TABLE>
<CAPTION>
Number of Shares to Be
Beneficially Owned on
Number of Shares Number Completion of the Offering
Name of Selling Beneficially Owned of Shares % of
Shareholder Record Other Being Offered Record Other Class
<S> <C> <C> <C> <C> <C> <C>
Adriatic Americas Fund 0 100,000 100,000 0 0 0
Adriatic Global Fund 0 50,000 50,000 0 0 0
Professionale Gestione
Internationale 0 194,445 194,445 0 0 0
Fondo Professionale 0 83,333 83,333 0 0 0
Hagstromer & Qviberg
Fonder 0 83,333 83,333 0 0 0
Oasi Azionario
Internazionale 0 70,000 70,000 0 0 0
</TABLE>
To the knowledge of the Company, the Selling Shareholders have not held any
office, position or any material relationship with the Company, its predecessors
or affiliates during the past three years.
<PAGE>
The Company has filed with the Securities and Exchange Commission under the
Securities Act a Form S-3 Registration Statement of which this Prospectus forms
a part with respect to the offering and sale of the Shares in the manner set
forth on the Cover Page of this Prospectus. The Company has further agreed to
prepare and file such amendments and supplements to the Registration Statement
as may be necessary to keep the Registration Statement effective until all the
Shares offered hereby have been sold pursuant to this Prospectus or until such
Shares are no longer, by reason of Rule 144 under the Securities Act or any
other rule of similar effect, required to be registered for the sale thereof by
the Selling Shareholders.
SALE OF SHARES
All of the Shares offered hereby are being sold by the Selling Shareholders.
The Shares will be offered by the Selling Shareholders from time to time
(i) over the American Stock Exchange or Boston Stock Exchange, where the Common
Stock is listed, or elsewhere, at fixed prices which may be changed, at market
prices prevailing at the time of offer and sale, at prices related to such
prevailing market prices or at negotiated prices and (ii) in negotiated
transactions, through the writing of options on the Shares, or a combination of
such methods of sale. The Selling Shareholders may effect such transactions by
offering and selling the Shares directly or to or through securities broker-
dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Shareholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agent or to
whom the Selling Shareholders may sell as principal, or both (which compensation
as to a particular broker-dealer might be in excess of customary commissions).
See "Selling Shareholders."
The Selling Shareholders and any broker-dealers who act in connection with the
sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of section 2(11) of 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. The Company has
agreed to indemnify the Selling Shareholders and any securities broker-dealers
who may be deemed to be underwriters against certain liabilities, including
liabilities under the Securities Act as underwriters or otherwise.
The Company has advised the Selling Shareholders that they and any securities
broker-dealers or others who may be deemed to be statutory underwriters will be
subject to the Prospectus delivery requirements under the Securities Act. The
Company has also advised the Selling Shareholders that in the event of a
"distribution" of the Shares, the Selling Shareholders, any "affiliated
purchasers," and any broker-dealer or other person who participates in such
distribution may be subject to Rule 10b-6 under the Securities Exchange Act of
1934 ("1934 Act") until his or its participation in that distribution is
completed. A "distribution" is defined in Rule 10b-6(c)(5) as an offering of
securities "that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling efforts and
selling methods." The Company has also advised the Selling Shareholders that
Rule 10b-7 under the 1934 Act prohibits any "stabilizing bid" or "stabilizing
purchase" for the purposes of pegging, fixing or stabilizing the price of the
Common Stock in connection with this offering.
<PAGE>
Rule 10b-6 makes it unlawful for any person who is participating in a
distribution to bid for or purchase stock of the same class as is the subject
of the distribution. If Rule 10b-6 applies to the offer and sale of any of the
Shares, then participating broker-dealers will be obligated to cease market
making activities nine business days prior to their participation in the offer
and sale of such Shares and may not recommence market making activities until
their participation in the distribution has been completed. If Rule 10b-6
applies to one or more of the principal market makers in the Company's Common
Stock, the market price of such stock could be adversely affected. See
"Investment Considerations."
MARKET PRICE OF COMMON STOCK
Since May 21, 1993, the Company's common stock has been traded on the American
Stock Exchange (Primary List). From March 18, 1992 to May 21, 1993, the
Company's common stock traded on the American Stock Exchange (Emerging Company
Marketplace) . In addition, the Company's common stock has traded on the Boston
Stock Exchange since October 1991. The high and low prices from March 18, 1992
until May 21, 1993 were reported by the American Stock Exchange (Emerging
Company Marketplace.), and thereafter by the American Stock Exchange (Primary
List).
1995 High Low
First Quarter ............................... . . $5.75 $5.00
Second Quarter............................... . . $5.38 $3.88
Third Quarter ............................... . . $5.75 $4.00
Fourth Quarter (through October 10, 1995)........ $5.25 $3.94
1994 High Low
First Quarter . . . . . . . . . . . . . . . . . . $8.63 $7.00
Second Quarter. . . . . . . . . . . . . . . . . . $7.88 $5.75
Third Quarter . . . . . . . . . . . . . . . . . . $6.88 $4.88
Fourth Quarter. . . . . . . . . . . . . . . . . . $7.00 $4.88
1993
First Quarter . . . . . . . . . . . . . . . . . . $9.13 $4.00
Second Quarter..................... . . . . . . . $7.88 $5.88
Third Quarter...................... . . . . . . . $7.00 $5.63
Fourth Quarter. . . . . . . . . . . . . . . . . . $8.88 $5.50
_____________________
On October 10, 1995, the closing price of the Common Stock as reported on the
American Stock Exchange was $3.94 per share. As of October 11, 1995, there were
925 holders of record of the Common Stock.
<PAGE>
EXPERTS
The consolidated financial statements of Unique Mobility, Inc. and Subsidiaries
as of October 31, 1994 and 1993, and for each of the years in the three-year
period ended October 31, 1994, which appear in the Company's Annual Report on
Form 10-K for the year ended October 31, 1994 have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Holme Roberts & Owen LLC, 1700 Lincoln Street, Suite 4100, Denver,
Colorado 80203.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses to be incurred in connection
with the issuance of the securities being registered by the Company:
Registration Fee--Securities and Exchange Commission. . . . . . . .$ 790
Printing Expense......................... . . . . . . . . . . .... $ 100
Accountants' Fees and Expenses. . . . ............................ $ 2,500
Legal Fees and Expenses . . . . . . . ............................ $ 5,000
Blue Sky Fees and Expenses. . . . . . ............................ $ 1,500
Miscellaneous . . . . . . . . . . . ............................ . $ 500
Total Costs .............................. . . . . . . . . . . . . $10,390
All of the above expenses except the SEC registration fee are estimated.
Item 15. Indemnification of Directors and Officers
Article VI of the Bylaws of the Company provides for the indemnification by the
Company of each director, officer, employee or agent of the Company and its
subsidiaries in connection with any claim, action, suit or proceeding brought
or threatened by reason of his position with the Company or any of its
subsidiaries, provided that the indemnified party acted in good faith and in a
manner he believed to be in the Company's best interest. In addition,
Article XI of the Company's Articles of Incorporation provides that to the
fullest extent permitted by the Colorado Corporation Code, as the same exists or
hereafter shall be amended, a director of the Company shall not be liable to
the Company or its shareholders for monetary damages for breach of fiduciary
duty as a director.
Section 7-109-102 of the Colorado Business Corporation Act permits
indemnification of a director of a Colorado corporation, in the case of a third
party action, if the director (a) conducted himself in good faith,
(b) reasonably believed that (i) in the case of conduct in his official
capacity, his conduct was in the corporation's best interest, or (ii) in all
other cases, his conduct was not opposed to the corporation's best interest,
and (c) in the case of any criminal proceeding, had no reasonable cause to
believe that his conduct was unlawful. The statute further provides for
mandatory indemnification of directors and officers who are successful on
the merits or otherwise in litigation.
The statute limits the indemnification that a corporation may provide to its
directors in two key respects. A corporation may not indemnify a director in
a derivative action in which the director is held liable to the corporation,
or in any proceeding in which the director is held liable on the basis of his
improper receipt of a personal benefit.
The statute permits a corporation to indemnify and advance litigation expenses
to officers, employees and agents who are not directors to a greater extent than
directors if consistent with law and provided for by the articles of
incorporation, the bylaws, a resolution of directors or shareholders, or a
contract between the corporation and the officer, employee or agent.
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
5.1 Opinion of Holme Roberts & Owen LLC as to the shares of common stock
being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 The consent of Holme Roberts & Owen LLC to all references made to
them in the Prospectus is contained in their opinion which is
Exhibit 5.1 to this Registration Statement.
25.1 Powers of Attorney. Contained on page II-6 hereof.
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
<PAGE>
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) That for the purpose of determining any liability under the Securities
Act of 1933 each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(d) For the purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as
a part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant
to rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be a part of this registration statement as of the time it
was declared effective.
(e) For the purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(f) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Golden, Colorado on this 13th day of
October, 1995.
UNIQUE MOBILITY, INC.
By /s/Donald A. French
Donald A. French
Treasurer, Controller and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below does hereby make, constitute and
appoint RAY A. GEDDES and DONALD A. FRENCH, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution to execute, deliver and file with the Securities and Exchange
Commission, for and on his behalf, and in any and all capacities, any and all
amendments (including post-effective amendments) to this Registration
Statement with all exhibits thereto and other documents in connection therewith,
granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
Chairman of the Board
/s/Ray A. Geddes of Directors, President
Ray A. Geddes and Chief Executive
Officer October 10, 1995
/s/Donald A. French Treasurer and Controller
Donald A. French (Principal financial and
accounting officer) October 13, 1995
/s/Dennis R. Costello Director September 30, 1995
Dennis R. Costello
/s/ Francis S.M. Hodsoll Director October 5, 1995
Francis S.M. Hodsoll
/s/ William G. Rankin Director October 12, 1995
William G. Rankin
Director
Michel A. Bell
/s/ H.J. Young Director October 5, 1995
H. J. Young
October 11, 1995 Exhibit 5.1
Unique Mobility, Inc.
425 Corporate Circle
Golden, CO 80401
Gentlemen:
Reference is made to the registration statement on Form S-3, filed with the
Securities and Exchange Commission (the "Commission") on October 13, 1995 by
Unique Mobility, Inc., a Colorado corporation (the "Company"), for the purpose
of registering under the Securities Act of 1933, as amended (the "Act") 581,111
shares of the Company's common stock, $0.01 par value (the "Common Stock").
As counsel for the Company, we have examined such documents and reviewed
such questions of law as we have considered necessary or appropriate for the
purpose of this opinion. Based on the foregoing, we are of the opinion that the
shares of the Common Stock to be sold by the Company pursuant to the prospectus
contained in the Registration Statement (the "Prospectus") have been validly
authorized for issuance and, when issued against receipt of the purchase price
described in the Prospectus, will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to the reference to us under the caption
"Legal Matters" in the Prospectus. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or under the rules and regulations of the Commission.
We do not express an opinion on any matters other than those expressly
set forth in this letter.
Very truly yours,
Holme Roberts & Owen LLC
By /s/ Nick Nimmo
Nick Nimmo, Member
EXHIBIT 23.1
The Board of Directors and Stockholders
Unique Mobility, Inc.
We consent to incorporation by reference in the registration statement on
Form S-3 of Unique Mobility, Inc. of our report dated December 14, 1994 relating
to the consolidated balance sheets of Unique Mobility, Inc. and subsidiaries
as of October 31, 1994 and 1993, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended October 31, 1994, which report appears in the
October 31, 1994 Annual Report on Form 10-K of Unique Mobility, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
October 12, 1995
Exhibit 23.2
The consent of Messrs. Holme Roberts & Owen LLC to all references made to them
in the Prospectus included as a part of this Registration Statement, and all
amendments thereto, is included in their opinion filed as Exhibit 5.1 to the
Registration Statement.
