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 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 ]
CALCULATION OF REGISTRATION FEE
<TABLE>
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>
Common Stock ($.01 par value) 181,000 shares $4.625 $837,125 $289 (3)
___________________________________________________________________________________________________
</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 March 20, 1996 reported on
the American Stock Exchange.
<PAGE>
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>
Proxy
UNIQUE MOBILITY, INC.
181,000 Shares of Common Stock, $.01 par value
___________________
The securities offered by this Proxy involve a high degree of risk. See
"Investment Considerations."
All of the 181,000 shares (the "Shares") of the common stock ($.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 March 20, 1996 was $4.625. See "Price Range
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."
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 PROXY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Proxy is March 21, 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: 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. Reports, proxy and
information statements and other information concerning the Company can be
inspected at such exchange.
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 Proxy 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 Proxy 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 Registration Statement on Form 8-A, file no. 0-9146, as
amended.
ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER
OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROXY. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROXY
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
Proxy and prior to the termination of the offering registered hereby shall be
deemed to be incorporated by reference into this Proxy 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 Proxy 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 Proxy.
The Company will provide without charge to each person to whom this Proxy 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.
<PAGE>
SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Proxy 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. When used in this Registration
Statement/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," "estimated," "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, including those
discussed under this caption Investment Considerations that could cause actual
results to differ materially from historical earnings and those presently
anticipated or projected. Unique wishes to caution readers not to place undue
reliance on any such forward-looking statement, which speak only as of the date
made. Unique wishes to advise readers that the factors listed below could
affect Unique's financial performance and could cause Unique's actual results
for future periods to differ materially from any opinions or statements
expressed with respect to future periods in any current statements.
Unique will NOT undertake and specifically declines 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.
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 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.
<PAGE>
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 systems 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
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, 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.
<PAGE>
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 October 31, 1995 it had net operating loss
carryforwards of approximately $13.8 million. The Internal Revenue Service may
assert numerous challenges with respect to these losses that could affect their
future utilization, if any, to 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.
<PAGE>
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 increased its 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, 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. 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 January 31, 1996, the Company had reserved
4,354,000 shares of Common Stock for issuance upon the exercise of options.
Options to purchase 2,375,555 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
January 31, 1996 the Company had 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
$5.75 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 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.
Significant Shareholdings
At January 31, 1996 directors and executive officers of the Company had the
option to purchase 1,440,503 shares of the Company's Common Stock. In the
event such options are exercised, directors and executive officers would
own a total of 1,834,340 shares of the Company's Common Stock (excluding shares
held by the Director nominated by Alcan. Alcan has 1,401,925 shares. Advent
International Corporation and Techno-Venture U.S.A. Inc. ("The Advent Group")
would own 1,473,334 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 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 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.
<PAGE>
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 Proxy.
<TABLE>
Number of Shares to be
Name of Number of Shares Number Beneficially Owned on
Selling Beneficially Owned of Shares Completion of the Offering
Shareholder Record Other Being Offered Record Other % of Class
<S> <C> <C> <C> <C> <C> <C>
Select America 0 50,000 50,000 0 0 0
Deutsche Bank Fondi Oasi High Risk 20,000 0 20,000 0 0 0
Professionale Gestione Internazionale 0 50,000 50,000 0 0 0
Deutsche Bank Fondi Oasi Azionario
Internazionale 61,000 0 61,000 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.
The Company has filed with the Securities and Exchange Commission under the
Securities Act a Form S-3 Registration Statement of which this Proxy forms a
part with respect to the offering and sale of the Shares in the manner set forth
on the Cover Page of this Proxy. 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 Proxy 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.
<PAGE>
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 Proxy 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 (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 by fiscal quarter as
reported by the American Stock Exchange for the last three years and the quarter
ended January 31, 1996 are as follows:
1996 High Low
First Quarter $4.50 $3.31
1995
First Quarter $5.38 $3.63
Second Quarter $5.56 $3.83
Third Quarter $5.63 $3.75
Fourth Quarter $5.75 $4.75
1994
First Quarter $7.00 $4.88
Second Quarter $6.88 $4.88
Third Quarter $7.88 $5.75
Fourth Quarter $8.63 $7.00
____________________
On March 20, 1996, the closing price of the Common Stock as reported on the
American Stock Exchange was $4.625 per share. As of March 20, 1996, there
were 927 holders of record of the Common Stock.
<PAGE>
EXPERTS
The consolidated financial statements of Unique Mobility, Inc. as of October 31,
1995 and 1994, and for each of the years in the three-year period ended
October 31, 1995, which appear in the Company's Annual Report on Form 10-K for
the year ended October 31, 1995 have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Holme Roberts & Owen LLC, 1700 Lincoln Street, Suite 4100, Denver,
Colorado 80203.
PART II
INFORMATION NOT REQUIRED IN PROXY
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses to be incurred in connection
with the issuance of the securities being registered by the Company:
Registration Fee--Securities and Exchange Commission. . . . . . . .$ 289
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 9,889
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.
<PAGE>
Section 7-3-101.5 of the Colorado Corporation Code 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 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 Proxy is contained in their opinion which is Exhibit 5.1
to this Registration Statement.
24. 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 proxy required by section 10(a)(3) of the
Securities Act of 1933;
<PAGE>
(ii) to reflect in the proxy 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 proxy filed
as a part of this registration statement in reliance upon Rule 430A
and contained in a form of proxy 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 proxy 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 the this
21st day of March 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.
Signatures Title Date
Chairman of the Board
/s/Ray A. Geddes of Directors and Chief
Ray A. Geddes Executive Officer March 8, 1996
/s/Donald A. French Treasurer and Controller
Donald A. French (Principal financial and
accounting officer) March 21, 1996
/s/ Francis S.M. Hodsoll Director March 15, 1996
Francis S.M. Hodsoll
/s/ William G. Rankin President and Director March 8, 1996
William G. Rankin
/s/ Michel A. Bell Director March 19, 1996
Michel A. Bell
/s/ H.J. Young Director March 11, 1996
H.J. Young
/s/ Joseph B. Richey Director March 14,1996
Joseph B. Richey
March 21, 1996
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 March 22, 1996, by
Unique Mobility, Inc., a Colorado corporation (the "Company"), for the purpose
of registering under the Securities Act of 1933, as amended (the "Act"), 181,000
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
CONSENT OF INDEPENDENT AUDITORS
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.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Denver, Colorado
March 19, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS OF UNIQUE MOBILITY, INC. AND CONSOLIDATED
SUBSIDIARIES AS OF JANUARY 31, 1996 AND OCTOBER 31, 1995 AND THE CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE QUARTER ENDED JANUARY 31, 1996 AND JANUARY 31,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR 3-MOS
<FISCAL-YEAR-END> OCT-31-1996 OCT-31-1995 OCT-31-1995
<PERIOD-END> JAN-31-1996 OCT-31-1995 JAN-31-1995
<CASH> 2,068,475 2,115,499 0
<SECURITIES> 0 0 0
<RECEIVABLES> 370,737 337,849 0
<ALLOWANCES> 0 0 0
<INVENTORY> 444,495 667,115 0
<CURRENT-ASSETS> 3,102,277 3,226,063 0
<PP&E> 3,810,052 3,817,106 0
<DEPRECIATION> 1,346,473 1,275,530 0
<TOTAL-ASSETS> 7,476,079 7,678,599 0
<CURRENT-LIABILITIES> 2,127,346 2,033,063 0
<BONDS> 785,421 807,003 0
0 0 0
0 0 0
<COMMON> 19,513,444 18,993,606 0
<OTHER-SE> (15,339,508) (14,544,138) 0
<TOTAL-LIABILITY-AND-EQUITY> 7,476,079 7,678,599 0
<SALES> 115,633 0 185,589
<TOTAL-REVENUES> 304,312 0 1,028,219
<CGS> 344,165 0 837,844
<TOTAL-COSTS> 1,044,194 0 1,532,945
<OTHER-EXPENSES> (86) 0 7,057
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 55,574 0 20,077
<INCOME-PRETAX> (795,370) 0 (531,860)
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> (795,370) 0 (531,860)
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (795,370) 0 (531,860)
<EPS-PRIMARY> (.07) 0 (.05)
<EPS-DILUTED> (.07) 0 (.05)
</TABLE>
