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
of incorporation or organization) Identification No.)
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 LLP
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 ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
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
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock ($.01 par value) 747,676 shares $4.53 $3,386,972 $1,117.70(1)
- ------------------------------------------------------------------------------------------
<FN>
(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 4, 1996 reported
on the American Stock Exchange.
- --------------------------------------------------------------------------------------------
</TABLE>
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.
747,676 Shares of Common Stock, $.01 par value
-------------------
The securities offered by this Prospectus involve a high degree of risk.
See "Investment Considerations."
All of the 747,676 shares (the "Shares") of the common stock ($.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 and 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 4, 1996 was $4.69.
See "Market Price of Common Stock."
The Company intends 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."
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 October 4, 1996.
<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: Seven World Trade Center, 13th Floor, New York, NY 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60621-2511. 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 the 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.
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,
1995; and
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1996; and
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1996; and
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended July 31,
1996; and
(e) The Company's Current Report on Form 8-K filed September 24, 1996; and
(f) The Company's Registration Statement on Form 8-A, file no. 1-10869, as
amended.
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.
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.
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, Prospectus 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. When used in this Prospectus and
in future filings by the Company with the Commission, in the Company's press
releases and in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result," "are expected to"
"will continue," "is anticipated," "estimate," "project" or similar expressions
are intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance on
any such forward-looking statements. The Company wishes to advise readers that
the factors listed below could affect the Company's financial performance and
could cause its actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements. The Company will NOT undertake and will specifically decline any
obligation to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated
events.
Significant Customers; Uncertain Financial Stability; Operating Losses
To a significant extent due to investments in cost-shared and internally-funded
research and development the Company incurred losses of $1,330,433 for the
fiscal year ending October 31, 1995, $3,395,356 for the fiscal year ending
October 31, 1994, and $2,473,804 for the fiscal year ending October 31, 1993.
The Company had an accumulated deficit of $14,426,536 as of October 31, 1995,
and $16,592,135 as of July 31, 1996.
A substantial portion of the Company's operating revenue to date has consisted
of payments by others to fund sponsored research. In fiscal 1995, the Company
derived approximately $3,258,097 in contract revenue from three customers
amounting to 81 percent of the Company's contract service revenue. In fiscal
1994, the Company derived approximately $966,831 in contract revenue from
two customers amounting to 59 percent of the Company's contract service
revenue. In fiscal 1993, the Company derived approximately $693,592 in contract
revenue from two customers amounting to 47 percent of the Company's contract
service revenue.
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
October 31, 1995 the Company had performed approximately $4.0 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 significantly
higher operating losses for fiscal 1996. 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 drives 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
As of September 30, 1996, 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 twelve 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.
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, established automotive manufacturers are
actively developing electric vehicles in anticipation of such a market. The
Company is aware of efforts by others, including component suppliers, 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.
Dependence on Key Personnel
The Company is dependent upon the personal efforts and abilities of several key
employees, including its Chairman and Chief Executive Officer, Ray A. Geddes;
its Treasurer, Controller, and Chief Financial Officer, Donald A. French; its
President William G. Rankin; and other highly qualified technical employees and
outside consultants. Messrs. Geddes, Rankin and French 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.
Net Operating Losses For Tax Purposes
The Company believes that at July 31, 1996 it had net operating loss
carryforwards of approximately $16.0 million. The Internal Revenue Service may
assert numerous challenges with respect to these losses that could affect their
future utilization, if any, by the Company. The Company is currently subject to
an annual limitation on its ability to utilize certain of its net operating 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 has a material investment 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, is 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. An officer of the Company has granted Alcan Aluminium
Limited (Alcan) a first right of refusal to acquire any shares of Common Stock
held by him 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, 1996, the Company had reserved
4,354,000 shares of Common Stock for issuance upon the exercise of options.
Options to purchase 2,155,528 shares are presently outstanding. Such options
have exercise prices from of $0.50 to $8.13 per share. All of the shares
underlying the options are registered under the 1933 Act. At July 31, 1996 the
Company had reserved 1,328,100 shares of Common Stock for issuance upon the
exercise of warrants, of which 300,000 warrants have an exercise price of $6.00
per share, 150,000 warrants have an exercise price of $5.75 per share, 50,000
warrants have an exercise price of $4.75 per share, 38,100 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 of
$2.40 per share or be converted in a cashless conversion intoCommon 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
Exchanges.
Significant Shareholdings
At July 31, 1996 directors and executive officers of the Company had the option
to purchase 1,243,752 shares of the Company's Common Stock. In the event such
options are exercised, directors and executive officers would own a total of
1,620,597 shares of the Company's Common Stock (excluding shares held by the
Director nominated by Alcan. Alcan has 1,401,925 shares. As of September 30,
1996 Advent International Corporation and affiliates of Advent International
Corporation ("The Advent Group") own 481,529 shares. Alcan and The Advent Group
and Techno-Venture U.S.A., Inc. ("Techno") 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 and
Techno also have rights of first refusal for so long as they hold any of the
Company's shares to purchase 805,512 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 and Techno 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 and Techno 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
Name of Number of Shares Number Completion of the Offering
Selling Beneficially Owned of Shares % of
Shareholder Record Other Being Offered Record Other Class
<S> <C> <C> <C> <C> <C> <C>
Golden Share Investments Global 10,000 0 10,000 0 0 0
C.I.M.O Asset Management 32,000 0 32,000 0 0 0
David M. Dobson 40,000 0 40,000 0 0 0
Julius Baer Securities, Inc. (1) 403,226 0 403,226 0 0 0
Speculative Fund, Ltd. 87,500 0 87,500 0 0 0
Banca Arner 60,650 0 60,650 0 0 0
Robert E. G. Beens 114,300 0 114,300 0 0 0
<FN>
(1) These shares are held for the benefit of Swiss Partners.
</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.
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.
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 and 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 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 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.
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. 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 by fiscal quarter as reported by the
American Stock Exchange for the last two years and the first three quarters of
Fiscal 1996 are as follows:
1996 High Low
Third Quarter $5.00 $3.31
Second Quarter $5.13 $4.13
First Quarter $4.50 $3.31
1995
Fourth Quarter $5.38 $3.63
Third Quarter $5.56 $3.83
Second Quarter $5.63 $3.75
First Quarter $5.75 $4.75
1994
Fourth Quarter $7.00 $4.88
Third Quarter $6.88 $4.88
Second Quarter $7.88 $5.75
First Quarter $8.63 $7.00
- --------------------
On October 4, 1996, the closing price of the Common Stock as reported on the
American Stock Exchange was $4.69 per share. As of September 30, 1996, there
were 915 holders of record of the Common Stock.
EXPERTS
The consolidated financial statements of Unique Mobility, Inc. as of October 31,
1995 and 1994, and for each of the years in the three-year period ended October
31, 1995, which appear in the Company's Annual Report on Form 10-K for the year
ended October 31, 1995 have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Holme Roberts & Owen LLP, 1700 Lincoln Street, Suite 4100, Denver,
Colorado 80203.
PART II
INFORMATION NOT REQUIRED IN PROSPECTS
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses to be incurred in connection
with the issuance of the securities being registered by the Company:
Registration Fee--Securities and Exchange Commission. . . . . . . .$ 1,118
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . .$10,718
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 section 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.
Item 16. Exhibits
5.1 Opinion of Holme Roberts & Owen LLP 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 LLP to all references made to
them in the Prospectus is contained in their opinion which is
Exhibit 5.1 to this Registration Statement.
24. Powers of Attorney. Contained on Signature page 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;
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 4th day of
October 1996.
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.
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.
<PAGE>
Signatures Title Date
Chairman of the Board
/s/Ray A. Geddes of Directors and Chief
Ray A. Geddes Executive Officer September 26, 1996
/s/Donald A. French Treasurer and Controller
Donald A. French (Principal financial and
accounting officer) October 4, 1996
/s/ Francis S.M. Hodsoll Director September 26, 1996
Francis S.M. Hodsoll
/s/ William G. Rankin President and Director September 26, 1996
William G. Rankin
/s/ H.J. Young Director September 26, 1996
H.J. Young
/s/ Joseph B. Richey Director September 26,1996
Joseph B. Richey
EXH. 5.1 -- OPINION AND CONSENT OF HRO
[LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE]
October 9, 1996
Unique Mobility, Inc.
425 Corporate Circle
Golden, CO 80401
Re: Sale of Shares of Common Stock Pursuant to
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Unique Mobility, Inc. (the "Company") in connection
with the registration by the Company of 747,676 shares of common stock (the
"Shares") described in the Registration Statement on Form S-3 of the Company,
being filed with the Securities and Exchange Commission concurrently herewith.
In such connection we have examined certain corporate records and proceedings of
the Company including actions taken by the Company's Board of Directors in
respect of the authorization and issuance of the Shares, and such other matters
as we deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued and sold as contemplated by the Registration
Statement and in accordance with the employee benefit plans covered thereby,
will be legally issued, fully paid and non- assessable shares of capital stock
of the Company.
We hereby consent to be named in the Registration Statement and in the
Prospectus constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the issuance of
the Shares, and to the filing of this Opinion as an Exhibit to the aforesaid
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules of the Securities and Exchange Commission.
Very truly yours,
/S/HOLME ROBERTS & OWEN LLP
EXHIBIT 23.1 Consent of KPMG Peat Marwick LLP
[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
October 2, 1996
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 22, 1995, relating to
the consolidated balance sheets of Unique Mobility, Inc. and subsidiaries as of
October 31, 1995 and 1994, 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, 1995, which report appears in the October
31, 1995, annual report on Form 10-K of Unique Mobility, Inc., and to the
reference to our firm under the heading "Experts" in the registration statement
and prospectus.
/s/ KPMG Peat Marwick LLP
Denver Colorado
