SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO 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 ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ]
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.
1,289,288 Shares of Common Stock, $.01 par value
___________________
The securities offered by this Prospectus involve a high degree of risk. See
"Risk Factors" at pages 7 to 14.
All of the 1,289,288 shares (the "Shares") of the common stock ($.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,
Boston Stock Exchange, Pacific Stock Exchange or Midwest 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 "Plan
of Distribution." The Common Stock is listed on the American Stock Exchange
under the symbol "UQM." The last reported sale price of the Common Stock on
the American Stock Exchange on June 16, 1997 was $6.63. See "Price Range of
Common Stock."
All Shares offered hereby were issued by the Company to the Selling
Stockholders in transactions exempt from registration under the Securities
Act of 1933, as amended (the "Securities Act").
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. 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 "Plan of Distribution."
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 June __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement," which term encompasses all amendments,
exhibits, annexes and schedules thereto) under the Securities Act with
respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, to which reference is
hereby made. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily
complete. With respect to each such contract, agreement or other document
filed as an exhibit to the Registration Statement and the exhibits thereto,
reference is hereby made to the exhibit for a more complete description of
the matter involved, and each statement made herein shall be deemed qualified
in its entirety by such reference.
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 periodic reports, proxy and information statements
and other information with the Commission. The Registration Statement filed
by the Company with the Commission, as well as such reports, proxy and
information statements and other information filed by the Company with the
Commission, are available at the web site that the Commission maintains at
http://www.sec.gov and can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C., 20549, and at the regional offices of
the Commission located at 7 World Trade Center, Suite 1300, New York, New York
10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material, when filed, may also 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 Common Stock is listed
on the American Stock Exchange, the Boston Stock Exchange, the Pacific
Stock Exchange and the Midwest Stock Exchange. Reports, proxy and information
statements and other information concerning the Company can be inspected at
such exchanges.
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/A for the year ended
October 31, 1996, file no. 1-10869; and
(b) The Company's Current Report on Form 8-K filed March 12, 1997,
file no. 1-10869;
and
(c) The Company's Quarterly Report on Form 10-QT/A for the quarter
ended January 31, 1997, file no. 1-10869; and
(d) 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.
<PAGE>
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 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.
THE COMPANY
Unique Mobility, Inc. 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.
RISK FACTORS
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
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
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.
<PAGE>
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 $2,904,743 for the
fiscal year ending October 31, 1996, $1,330,433 for the fiscal year ending
October 31, 1995, $3,395,356 for the fiscal year ending October 31, 1994 and
$704,285 for the quarter ended January 31, 1997. The Company had an
accumulated deficit of $17,331,279 as of October 31, 1996 and $18,035,564 as of
January 31, 1997.
A substantial portion of the Company's operating revenue to date has consisted
of payments by others to fund sponsored research. For the quarter ended
January 31, 1997 the Company derived $244,588 in contract services from two
customers, General Motors Corporation and Pan Asia Technology Co., Ltd.,
which amounted to 59 percent of revenue earned from contract services. In
fiscal 1996, the Company derived $911,533 in contract services revenue from
four customers, Ford Motor Company, Kwang Yang Motor Co., Ltd., Pentastar
Electronics, Inc., and Hyundai Motor Company, which amounted to 63 percent
of the Company's contract service revenue. In fiscal 1995, the Company
derived $3,258,097 in contract services revenue from three customers Ford
Motor Company, Kwang Yang Motor Co., Ltd., and Naval Air Systems Command,
which amounted to 81 percent of theCompany's contract services revenue. In
fiscal 1994, the Company derived $966,831 in contract services revenue from
three customers, Ford Motor Company, Kwang Yang Motor Co., Ltd., and Walt
Disney Imagineering, which amounted to 59 percent of the Company's contract
services 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. Renegotiation or termination of any of the
Company's contract service agreements could 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 and Possible Dilutive Effect of 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. On April 18, 1997 the
Company completed an additional investment of $1,343,852 in Taiwan UQM
Electric Co., Ltd. (Taiwan UQM) a Taiwan based manufacturer of electric
motors and controls owned jointly by the Company, Kwang Yang Motor Co., Ltd.
and Turn-Luckily Technology Co., Ltd. The investment was made pursuant to a
capital call by the Board of Directors of Taiwan UQM providing for the
Company to remit capital in the amount of NT$37,050,000, plus interest at
the rate of 10 percent per annum on the outstanding amount of the obligation
from December 1, 1996 through the due date. The obligation was due in two
equal installments on March 1, 1997 and June 1, 1997. Interest paid to
Taiwan UQM on the outstanding capital obligation for the period December 1,
1996 through the date of payment amounted to $39,767.
In addition to the above investment in Taiwan UQM, over the next twelve
months the Company expects to expend in excess of $1.5 million of its
existing cash balances for the establishment of manufacturing capacity if
negotiations with a commercial customer lead to completion of a supply
agreement.
<PAGE>
Proprietary Technology and Technological Obsolescence
The Company's success depends, in part, upon its ability to protect its
proprietary technology. The Company has been issued various patents covering
certain designs and manufacturing techniques of its permanent magnet motor and
control technology and other patent applications which are pending. The
Company's success also depends, in part, on the diligent prosecution of its
issued and pending motor and electronic patents, as well as the filing and
prosecution of patents on future technological advances, if any. There can be
no assurance that the Company will possess the financial resources necessary to
prosecute and maintain existing applications or to pursue additional patents.
If the Company is not able to prosecute and maintain its existing patent
applications, they will lapse. There can be no assurance that the Company's
patents will not be circumvented, invalidated or infringed, or that the Company
will possess the financial resources to enforce its existing patents and patent
applications in the event of an infringement. Further, new technology may be
developed by third parties or may already exist unknown to the Company, causing
the Company's proprietary technology to be obsolete.
The Company also intends to rely on the unpatented proprietary know-how it has
developed and now utilizes in its products. There can be no assurance that
others will not independently develop, acquire or obtain access to the Company's
technology. Although the Company protects its proprietary rights by
executing confidentiality agreements with its management, employees and others
with access to the Company's technology, these measures may not be adequate to
protect the Company from disclosure or misappropriation of its proprietary
information.
Competition
The Company's future success depends upon the continued development and
commercialization of its proprietary electric motor technology. The Company
intends to market its motor and controller technology as an advanced electric
vehicle drive system. At present, the market for such systems is not
significant, although various legislative mandates and regulations are expected
to provide incentives for the production of vehicles using such systems. There
can be no assurance, however, that such legislation will not be amended,
postponed or rescinded or that the Company's products will be accepted should
such a market develop. Further, 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.
<PAGE>
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 President, William G. Rankin; its Treasurer, Controller and Chief Financial
Officer, Donald A. French; 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, 1999. The
Company also maintains term life insurance policies payable to
the Company in the face amount of $1 million each on Messrs. Geddes, Rankin
and French.
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 has not, to date, manufactured its products
in commercial quantities and does not currently possess the equipment and
tooling to do so. However, the Company is currently in the process of
establishing the capacity to manufacture products in greater commercial
quantities and has retained talented personnel with experience in motor
manufacturing to assist in the launch of volume manufacturing operations. The
Company may encounter difficulties and delays in manufacturing its products that
have not been apparent to date and the long-term reliability of the Company's
products has not been tested in a broad range of possible applications.
Further, the Company has limited experience in marketing and distributing its
products. Currently, marketing efforts consist of those provided by management
together with sales support performed by the Company's technical staff.
Therefore, the Company must implement a broader based marketing and
distribution plan. The Company intends to market its products in North America
through a combination of strategic alliances and direct marketing by the
Company's employees. Implementation of a direct marketing program will entail
the recruitment of application engineers and sales representatives. Sales
outside North America will depend solely on, the Company's successful completion
of joint ventures and strategic alliances with others. There can be no
assurance that the Company will be successful in implementing its direct
marketing program or in establishing appropriate alliances.
<PAGE>
Net Operating Losses For Tax Purposes
As of October 31, 1996, the Company had net operating loss
carryforwards (NOL's) of approximately $17.1 million for US tax purposes which
expire in varying amounts through 2011. However, due to the provisions of
Section 382 of the Internal Revenue Code the utilization of a portion of these
NOL's is limited. At October 21, 1991 the Company experienced an ownership
change for purposes of Section 382 subjecting approximately $2.8 million in
NOL's to an annual usage limitation of approximately $0.9 million. The amount
of this annual limitation is sufficient to allow for the utilization of the
entire amount of these NOL's prior to expiration should sufficient taxable
income be generated.
Future ownership changes under Section 382 could occur that would
result in an additional Section 382 limitation which would further restrict the
use of the NOL's. In addition, the Section 382 limitation could be reduced to
zero if the Company fails to satisfy the continuity of business enterprise
requirement for the two-year period following an ownership change.
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 January 31, 1997, the Company had
reserved 4,354,000 shares of Common Stock for issuance upon the exercise of
options and options to purchase 2,646,940 shares were outstanding. Such options
have exercise prices of $0.50 to $8.13 per share. All of the shares underlying
the options are registered under the 1933 Act. At March 15, 1997 the Company
had reserved 1,653,725 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, 50,000 warrants have an exercise price of $4.25 per share, 225,625
warrants have an exercise price of $3.50 per share, 50,000 warrants have an
exercise price of $4.20 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. Since August 1996 the Company's Common Stock has
also traded on the Pacific Stock Exchange and since May 1997 has
traded on the Midwest Stock Exchange.
<PAGE>
Significant Shareholdings
At June 15, 1997 directors and executive officers of the Company had options
to purchase 1,523,647 shares of the Company's Common Stock. In the event such
options are exercised, directors and executive officers would own a total of
1,885,982 shares of the Company's Common Stock. Alcan has 1,401,925 shares.
Alcan has preemptive rights to purchase 16.7 percent 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 also has a right of first
refusal, for so long as they hold any of the Company's shares, to purchase
874,101 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 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 has preemptive rights to acquire 16.7 percent of the Company's shares
offered in any offering for so long as it 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.
<PAGE>
THE SELLING SHAREHOLDERS
The Selling Shareholders received their Shares in transactions exempt from
registration under the Act pursuant to Regulation S and Regulation D
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. Since the Selling Shareholders may sell all, some or none of their
Shares, no estimate can be made of the number of Shares that are to be offered
hereby or that will be owned by each Selling Shareholder upon completion
of the offering to which this Prospectus relates.
Name of Number of Shares
Selling Beneficially Owned
Shareholder Record Other
Gestiras Adriatic Global Fund 0 50,000
Gestiras Adriatic Americas Fund 0 80,000
Multiras 0 20,000
Utlands Fonder 75,000 0
Clariden Bank 140,000 0
Banca Commerciale Italiana 80,000 0
Siemens Pensionkasse 500,000 0
Garry and Vikki McClenaghan 100,000 0
Generale Bank Oyens 130,000 0
Fidia Rubrica Prudentia 71,430 0
Banca di Credito e Commercio 42,858 0
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. The Company has further agreed to
prepare and file such amendments and supplements to the Registration Statement
as may be necessary to keep the Registration Statement effective until all the
Shares offered hereby have been sold pursuant to this Prospectus or until such
Shares are no longer, by reason of Rule 144 under the Securities Act or any
other rule of similar effect, required to be registered for the sale thereof
by the Selling Shareholders.
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Prospectus may be offered or sold
from time to time by the Selling Shareholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on the
American Stock Exchange, Boston Stock Exchange, Pacific Stock
Exchange or Midwest Stock Exchange, in block trades, pursuant to
purchases by a broker or a dealer as principal, in private transactions or
otherwise, at prices then prevailing in the market or at
negotiated prices. The Company will not receive any of the proceeds from sales
by Selling Shareholders.
<PAGE>
Any broker or dealer involved in the offer or sale of the shares included herein
may receive brokerage commissions or discounts. To the knowledge of the
Company, there is currently no agreement with any broker or dealer respecting
such transactions. Upon sale of such shares, any or all of the Selling
Shareholders or anyone effecting sales on behalf of the Selling Shareholders
may be deemed an underwriter, as that term is defined in the Securities Act.
None of the Selling Shareholders believes he is an underwriter within the
meaning of the Securities Act. All expenses of the registration of the Common
Stock covered by this Prospectus are to be borne by the Company.
MARKET PRICE OF COMMON STOCK
The Company's common stock has trades on the American, Boston and Pacific
Stock Exchanges. The high and low closing prices, by fiscal quarter as reported
by the American Stock Exchange for the last three years and the first quarter
of Fiscal 1997 are as follows:
High Low
1997
First Quarter $5.00 $3.19
1996
Fourth Quarter $5.19 $3.81
Third Quarter $5.00 $3.50
Second Quarter $5.13 $4.19
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
____________________
On June 16, 1997, the closing price of the Common Stock as reported on the
American Stock Exchange was $6.63 per share. As of June 13, 1997, there were
893 holders of record of the Common Stock.
EXPERTS
The consolidated financial statements of Unique Mobility, Inc. as of October 31,
1996 and 1995, and for each of the years in the three-year period ended
October 31, 1996, which appear in the Company's Annual Report on
Form 10-K/A for
the year ended October 31, 1996, have been incorporated by reference herein and
in the Registration Statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Holme Roberts & Owen LLP, 1700 Lincoln Street, Suite 4100, Denver,
Colorado 80203.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses to be incurred in connection
with the issuance of the securities being registered by the Company:
Registration Fee--Securities and Exchange Commission. . . . . .$ 1,527
Printing Expense. . . . . . . . . . . . . . . . . . . . . . . $ 100
Accountants' Fees and Expenses. . . . . . . . . . . . . . . . $10,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . $10,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . $ 600
Total Costs . . . . . . . . . . . . . . . . . . . . . . . . . $22,227
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 7-3-101.5 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.
<PAGE>
Item 16. Exhibits
5.1* Opinion of Holme Roberts & Owen LLP as to the shares of common
stock being registered and consent to all references made to them
in this Prospectus.
23.1 Consent of KPMG Peat Marwick LLP.
24. Powers of Attorney. Contained on page II-6 of the original
filing of the Registration Statement.
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*Filed with original filing of Registration Statement.
<PAGE>
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.
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
13th day of June 1997.
UNIQUE MOBILITY, INC.
By /s/ Donald A. French
Donald A. French
Treasurer, Controller and
Chief Financial Officer
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
* of Directors and Chief
Ray A. Geddes Executive Officer June 13, 1997
/s/ Donald A. French Treasurer and Controller
Donald A. French (Principal financial and
accounting officer June 13, 1997
* Director June 13, 1997
Francis S.M. Hodsoll
* President and Director June 13, 1997
William G. Rankin
* Director June 13, 1997
H.J. Young
* Director June 13, 1997
Joseph B. Richey
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* /s/ Donald A. French, Attorney in Fact
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors and Stockholders
Unique Mobility, Inc.:
We consent to the incorporation by reference in Amendment No. 1 to the
registration statement on Form S-3 of Unique Mobility, Inc. of our report dated
January 10, 1997, relating to the consolidated balance sheets of Unique
Mobility, Inc. and subsidiaries as of October 31, 1996 and 1995, 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,
1996, which report appears in the October 31, 1996 annual report on
Form 10-K/A of Unique Mobility, Inc., and to the reference
to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Denver, Colorado
June 13, 1997
