SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 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 [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maxi- Amount of
Securities to be to be Offering Price mum Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ----------------- ------------ ---------------- -------------- ------------
================================================================================
<S> <C> <C> <C> <C>
Common Stock, 3,754,938/1/ $6.38/1/ $19,173,476 $5,810/1/
$.01 Par Value
================================================================================
</TABLE>
/1/ The Registrant has previously registered an aggregate of 747,676 shares
and has previously paid a registration fee of $1,117.70. The additional
$5,810 registration fee, computed in accordance with Rule 457(c) and (g),
is paid with respect to the additional 3,007,262 shares registered hereby.
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.
-----------------------------------
UP TO 863,725 SHARES OF COMMON STOCK TO BE ISSUED UPON EXERCISE OF
WARRANTS TO PURCHASE COMMON STOCK
2,891,213 SHARES OF COMMON STOCK ARE ALSO BEING REGISTERED ON BEHALF OF
CERTAIN SHAREHOLDERS OF THE COMPANY (THE "SELLING SHAREHOLDERS")
The securities offered by this Prospectus involve a high degree of risk. See
"Risk Factors" at pages 7 to 14.
The Company is offering hereby up to 863,725 shares of Common Stock (the "Common
Stock") to be issued upon exercise of (i) 300,000 warrants to purchase Common
Stock at $6.00 per share, issued in 1994 in a private placement as compensation
for investment banking services, (ii) 150,000 warrants to purchase Common Stock
at $5.75 per share, 50,000 warrants to purchase Common Stock at $4.75 per share,
50,000 warrants to purchase Common Stock at $4.25 per share, 50,000 warrants to
purchase Common Stock at $4.20 per share, 225,625 warrants to purchase Common
Stock at $3.50 per share, received by affiliates of a placement agent in
offerings under Regulation S in 1995 and 1996, and (iii) 38,100 warrants to
purchase Common Stock at $5.00 per share, issued in an offering under Regulation
S in 1996 (the "Warrants"). The Warrant exercise prices are subject to
adjustment in certain circumstances.
An additional 2,891,213 shares (the "Shares") of Common Stock offered hereby
are being sold by certain shareholders of the Company (the "Selling
Shareholders"). All Shares offered by the Selling Shareholders were acquired in
transactions exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"). 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 Chicago 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, Boston, Pacific and Chicago
Stock Exchanges under the symbol "UQM." The last reported sale price of the
Common Stock on the American Stock Exchange on September 8, 1997 was $6.785. See
"Price Range of Common Stock."
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company will receive the per
share exercise price upon exercise of the Warrants. 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.
UNDERWRITING DISCOUNTS AND PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS(1) COMPANY(3)
Per Share $6.00(2) $0 $6.00
===========================================================================
Per Share $5.75(2) $0 $5.75
===========================================================================
Per Share $5.00(2) $0 $5.00
===========================================================================
Per Share $4.75(2) $0 $4.75
===========================================================================
Per Share $4.25(2) $0 $4.25
===========================================================================
Per Share $4.20(2) $0 $4.20
===========================================================================
Per Share $3.50(2) $0 $3.50
===========================================================================
Total $4.98(4) $0 $4,302,688
================================================================================
(1) No underwriting discounts or commissions will be paid. The shares will be
offered directly by the Company.
(2) To be received upon exercise of the Warrants.
(3) Before deducting offering expenses estimated at $36,510.
(4) Weighted average of warrant exercise prices.
The date of this Prospectus is September 9, 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 Chicago 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-KT/A for the five-month
transition period ended March 31, 1997, file no. 1-10869; and
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, file no. 1-10869; and
(c) The Company's Current Report on Form 8-K filed June 30,1997,
file no. 1-10869; and
(d) The Company's Current Report on Form 8-K filed June 18, 1997,
file no. 1-10869; and
(e) The Company's Current Report on Form 8-K filed March 12, 1997,
file no. 1-10869; and
(f) The Company's Quarterly Report on Form 10-QT/A for the quarter
ended January 31, 1997, file no. 1-10869; and
(g) The Company's Registration Statement on Form 8-A, file no.
1-10869, as amended.
All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date
of this 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.
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.
TABLE OF CONTENTS
PAGE
The Company _
Risk Factors _
Use of Proceeds _
Dilution _
The Selling Shareholders _
Plan of Distribution _
Market Price of Common Stock _
Experts _
Legal Matters _
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.
Significant Customers; Uncertain
Financial Stability; Operating Losses
The Company has incurred losses of $245,348 for the quarter ended June 30, 1997,
$1,201,085 for the five months ended March 31, 1997, $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. Operating losses are to a significant extent
attributable to investments in "cost-share" type development contracts and
internally funded research and development activities. The Company had an
accumulated deficit of $17,331,279 as of October 31, 1996 and $18,777,712 as of
June 30, 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 June 30,
1997 the Company derived $695,330 in contract services from three customers, Kia
Motors Corporation , Koyo Seiko Company and Asia Pacific Technology Co., Ltd.,
which amounted to 68 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 the Company'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 or that sponsored funding arrangements can be
performed on a profitable basis.
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
non-manufacturing operations through at least March 31, 1998. In April 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. Although the Company does not anticipate any additional capital
calls by Taiwan UQM in fiscal 1998, there can be no assurance that additional
capital calls will be made by Taiwan UQM, or that such capital calls be
forthcoming, the Company will have the financial resources to fund its capital
call obligation, if any.
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 operations pursuant to a supply
agreement with a commercial customer. The Company has limited experience in the
establishment of high volume manufacturing operations, although the Company has
retained talented personnel with volume motor manufacturing operations to assist
in the launch of volume manufacturing operations. There can be no assurance,
however, that the Company will be successful in establishing volume
manufacturing operations, that difficulties and delays will not be encountered
that will require greater amounts of capital than the Company currently
anticipates, or that the products can be manufactured and sold on a profitable
basis. See also "Limited Manufacturing and Marketing Experience" below.
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 has filed 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 and electronic control
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 and volume manufacturing operations.
Further, the company also intends to pursue commercialization of its technology
in the aerospace and industrial markets. The Company is currently establishing
manufacturing operations of wheelchair propulsion motors for sale in an existing
commercial market pursuant to a supply agreement and license. Although the
successful establishment of manufacturing operations and capacity is expected to
enhance the Company's ability to compete, the Company will, nevertheless, face
substantial competition in commercial markets from both foreign and domestic
manufacturers, many of whom have longer operating histories, greater capital,
marketing, manufacturing, personnel and other resources and higher levels of
recognition in the marketplace than the Company. It is the Company's strategy to
compete directly with such companies in those commercial markets where the
Company's products have performance advantages over existing product offerings
and where the Company can manufacture and market its products on a profitable
basis. There can be no assurance that the Company will be successful in
introducing additional products on a competitive basis. In other markets for the
Company's products where significant barriers to market entrance exist the
Company intends to pursue strategic alliances with established companies
currently serving such markets in order for its products to compete. 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 such markets.
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 and Chief Operating Officer, 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, sales representatives 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
As of March 31, 1997, the Company had net operating loss carryforwards (NOL's)
of approximately $18.3 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. In
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.
Pursuant to its Incentive and Non-qualified Stock Option Plan, 1992 Stock Option
Plan and Stock Option Plan for Non-employee Directors, as of June 30, 1997, the
Company had reserved 4,354,000 shares of Common Stock for issuance upon the
exercise of options and options to purchase 2,572,789 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 June 30, 1997 the
Company had reserved 1,258,725 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 or $2.40 per share or be converted in a
cashless conversion into Common Stock based on the spread between the market
price of the stock on the date of exercise and the $2.40 per share exercise
price of the warrants. The holders of the warrants have certain rights to
require the Company to register the Common Stock issuable upon exercise or
conversion under the 1933 Act. The Company's Common Stock trades on the American
Stock Exchange, Boston Stock Exchange, Pacific Stock Exchange and Chicago Stock
Exchange.
Significant Shareholdings
At July 3, 1997 directors and executive officers of the Company had options to
purchase 2,074,875 shares of the Company's Common Stock. In the event such
options are exercised, directors and executive officers would own a total of
3,600,693 shares of the Company's Common Stock. As of July 3, 1997 EV Global
Motors Company ("EVG"), which is controlled by Mr. Iacocca, a director of the
Company, owned directly 1,351,925 shares of the Company's common stock and
had warrants to purchase 350,000 shares of common stock.
The options, and warrants, if exercised, could permit directors and executive
officers of the Company or EVG 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.
USE OF PROCEEDS
The net proceeds to the Company if all of the Warrants were exercised would be
$4,302,688. The proceeds are expected to be used for capital expenditures,
research and development and working capital.
No underwriting discounts or commissions will be paid in connection with this
offering.
DILUTION
The difference between the exercise price of the Warrants and the adjusted net
tangible book value per share after this offering constitutes the dilution to
investors in this offering. Net tangible book value per share of Common Stock on
any given date is determined by dividing the net tangible book value of the
Company (total tangible assets less total liabilities) on such date, by the
number of shares of Common Stock outstanding on such date. At June 30, 1997, the
net tangible book value of the Company was $8,787,142, or $0.65 per share of
Common Stock outstanding. After giving effect to the sale of the 863,725 shares
of Common Stock issuable upon the exercise of the Warrants being offered hereby
(less estimated expenses of this offering), the adjusted net tangible book value
of the Company at June 30, 1997 would have been $13,089,830, or $0.91 per share,
representing an immediate increase in net tangible book value of $0.26 per share
to existing stockholders and an immediate dilution of between $2.59 and $5.09
per share to purchasers of Common Stock in this offering depending on the
exercise price of the Warrants. The following table illustrates the foregoing
information with respect to warrant holders on a per share basis:
Warrant exercise price $6.00 $5.75 $5.00 $4.75 $4.25 $4.20 $3.50
=============================================================================
Net tangible book value
before the offering $0.65 $0.65 $0.65 $0.65 $0.65 $0.65 $0.65
=============================================================================
Increase attributable to
new investors $0.26 $0.26 $0.26 $0.26 $0.26 $0.26 $0.26
=============================================================================
---- ---- ---- ---- ---- ---- ----
=============================================================================
Adjusted net tangible book
value after this offering $0.91 $0.91 $0.91 $0.91 $0.91 $0.91 $0.91
=============================================================================
Dilution to warrant holders
===========================
who exercise $5.09 $4.84 $4.09 $3.84 $3.34 $3.29 $2.59
=============================================================================
---- ---- ---- ---- ---- ---- ----
=============================================================================
The foregoing table excludes 2,572,789 shares which were subject to outstanding
options issued under employee benefit plans as of June 30, 1997, at exercise
prices ranging from $0.50 to $8.13 per share. To the extent these securities
are exercised there may be further dilution to new investors.
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
EV Global Motors Company 1,351,925 0
Glorious Limited 250,000 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, except that Lee A. Iacocca, a
director of the Company, is the controlling shareholder and an officer and
director of EVG.
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 Selling Shareholders' 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 will be offered by the Selling Shareholders from time to time (i)
over the American Stock Exchange, Boston Stock Exchange, Pacific Stock Exchange
or Chicago 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).
The Company will not receive any of the proceeds from sales by Selling
Shareholders but will receive the proceeds of the exercise of the Warrants. No
placement agent, broker or underwriter will receive any commission upon exercise
of the Warrants
All expenses of the registration of the Common Stock covered by this Prospectus
will be borne by the Company.
MARKET PRICE OF COMMON STOCK
The Company's common stock has trades on the American, Boston , Pacific and
Chicago Stock Exchanges. The high and low closing prices, by fiscal quarter as
reported by the American Stock Exchange for the last three years, the
two month transition period ended March 31, 1997 and the quarter ended June
30, 1997 are as follows:
High Low
1998
Quarter Ended June 30, 1997 (1) $7.25 $3.06
1997
Two months ended March 31, 1997 $4.50 $3.18
Quarter ended January 31, 1997 $4.88 $3.18
1996
Quarter Ended October 31 $5.19 $3.81
Quarter Ended July 31 $5.00 $3.50
Quarter Ended April 30 $5.13 $4.19
Quarter Ended January 31 $4.50 $3.31
1995
Quarter Ended October 31 $5.38 $3.63
Quarter Ended July 31 $5.56 $3.83
Quarter Ended April 30 $5.63 $3.75
Quarter Ended January 31 $5.75 $4.75
- --------------------
(1) The Company changed its fiscal year end from October 31 to March 31
commencing April 1, 1997.
On September 8, 1997, the closing price of the Common Stock as reported on the
American Stock Exchange was $6.785 per share and there were 887 holders of
record of the Common Stock.
EXPERTS
The consolidated financial statements of Unique Mobility, Inc. as of March 31,
1997 and October 31, 1996, and for the five months ended March 31, 1997 and each
of the years in the three-year period ended October 31, 1996, which appear in
the Company's Transition Report on Form 10-KT/A for the five months ended March
31, 1997, have been incorporated by reference herein and in the Registration
Statement in reliance upon the reports of KPMG Peat Marwick LLP and Horwath and
Company (Taiwan), independent certified public accountants, incorporated by
reference herein, and upon the authority of said firms as experts in accounting
and auditing.
The financial statements of Taiwan UQM Electric Co. Ltd. as of December 31, 1996
and 1995 and for each of the years in the two-year period ended December 31,
1996, which appear in the Company's Transition Report on Form 10- KT/A for the
five months ended March 31, 1997, have been incorporated by reference herein in
reliance upon the report of Horwath and Company (Taiwan), independent auditors ,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Holme Roberts & Owen LLP, 1700 Lincoln Street, Suite 4100, Denver,
Colorado 80203.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses to be incurred in connection
with the issuance of the securities being registered by the Company:
Registration Fee--Securities and Exchange Commission. . . . . .$ 5,810
Printing Expense. . . . . . . . . . . . . . . . . . . . . . . $ 100
Accountants' Fees and Expenses. . . . . . . . . . . . . . . . $10,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . $20,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . $ 600
Total Costs . . . . . . . . . . . . . . . . . . . . . . . . . $36,510
All of the above expenses except the SEC registration fee are estimated.
Item 15. Indemnification of Directors and Officers
Article VI of the Bylaws of the Company provides for the indemnification by the
Company of each director, officer, employee or agent of the Company and its
subsidiaries in connection with any claim, action, suit or proceeding brought or
threatened by reason of his position with the Company or any of its
subsidiaries, provided that the indemnified party acted in good faith and in a
manner he believed to be in the Company's best interest. In addition, Article XI
of the Company's Articles of Incorporation provides that to the fullest extent
permitted by the Colorado Corporation Code, as the same exists or hereafter
shall be amended, a director of the Company shall not be liable to the Company
or its shareholders for monetary damages for breach of fiduciary duty as a
director.
Section 7- 109-102 of the Colorado Business Corporation Act permits
indemnification of a director of a Colorado corporation, in the case of a third
party action, if the director (a) conducted himself in good faith, (b)
reasonably believed that (i) in the case of conduct in his official capacity,
his conduct was in the corporation's best interest, or (ii) in all other cases,
his conduct was not opposed to the corporation's best interest, and (c) in the
case of any criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful. The section further provides for mandatory indemnification
of directors and officers who are successful on the merits or otherwise in
litigation.
The statute limits the indemnification that a corporation may provide to its
directors in two key respects. A corporation may not indemnify a director in a
derivative action in which the director is held liable to the corporation, or in
any proceeding in which the director is held liable on the basis of his improper
receipt of a personal benefit. The statute permits a corporation to indemnify
and advance litigation expenses to officers, employees and agents who are not
directors to a greater extent than directors if consistent with law and provided
for by the articles of incorporation, the bylaws, a resolution of directors or
shareholders, or a contract between the corporation and the officer, employee or
agent.
Item 16. Exhibits
5.1* Opinion of Holme Roberts & Owen LLP as to the shares of common
stock being registered and consent to all references made to them
in this Prospectus.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Horwath and Company (Taiwan)
24. Powers of Attorney. Contained on page II-6 of the original
filing of the Registration Statement.
- ---------------
*Filed with original filing of Registration Statement.
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 8th day of
September, 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 September 4, 1997
/s/ Donald A. French Treasurer and Controller
Donald A. French (Principal financial and
accounting officer September 4, 1997
* Director September 4, 1997
Francis S.M. Hodsoll
* President and Director September 4, 1997
William G. Rankin
* Director September 4, 1997
H.J. Young
* Director September 4, 1997
Joseph B. Richey
Director ______, 1997
Lee A. Iacocca
- - ------------
* /s/ Donald A. French, Attorney in Fact
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors and Stockholders
Unique Mobility, Inc.:
We consent to incorporation by reference in Amendment No.2 to the registration
statement (No. 333-23843) on Form S-3 of Unique Mobility, Inc. of our report
dated June 26, 1997 relating to the consolidated balance sheets of Unique
Mobility, Inc. and subsidiaries as of March 31, 1997 and October 31, 1996, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the five months ended March 31, 1997 and each of the years
in the three-year period ended October 31, 1996, which report appears in the
March 31, 1997 Transition Report on Form 10- KT/A of Unique Mobility, Inc.,
and to the reference to our firm under the heading "Experts" in the registration
statement and prospectus.
KPMG Peat Marwick LLP
Denver, Colorado
September 2, 1997
Exhibit 23.2
Consent of Independent Auditors
The Board of Directors and Stockholders
Unique Mobility, Inc.:
We consent to incorporation by reference in Amendment No.2 to the registration
statement (No. 333-23843) on Form S-3 of Unique Mobility, Inc. of our report
dated January 16, 1997 relating to the balance sheets of Taiwan UQM Electric
Co., Ltd. as of December 31, 1996 and 1995, and the related statements of
income, shareholders' equity, and cash flows for each of the years in the
two-year period ended December 31, 1996, which report appears in the March 31,
1997 Transition Report on Form 10-KT/A of Unique Mobility, Inc., and to the
reference to our firm under the heading "Experts" in the registration statement
and prospectus.
Horwath & Co.
Taipei, Republic of China
September 2, 1997
