SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 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.
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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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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.
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*Filed with Amendment No. 3 to Registration Statement.
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 9th day of
October, 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 October 9, 1997
/s/ Donald A. French Treasurer and Controller
Donald A. French (Principal financial and
accounting officer October 9, 1997
* Director October 9, 1997
Francis S.M. Hodsoll
* President and Director October 9, 1997
<PAGE>
William G. Rankin
* Director October 9, 1997
H.J. Young
* Director October 9, 1997
Joseph B. Richey
Director ______, 1997
Lee A. Iacocca
- - ------------
* /s/ Donald A. French, Attorney in Fact
EXH. 5.1 -- OPINION AND CONSENT OF HRO
[LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE]
October 9, 1997
Unique Mobility, Inc.
425 Corporate Circle
Golden, CO 80401
Re: Sale of Shares of Common Stock Pursuant to Registration Statement
on Form S-3
Gentlemen:
We have acted as counsel to Unique Mobility, Inc. (the "Company") in
connection with the registration by the Company of 3,504,938 shares of common
stock, $.01 par value per share (the "Shares") described in the Registration
Statement on Form S-3 of the Company, being filed with the Securities and
Exchange Commission concurrently herewith. In such connection we have examined
certain corporate records and proceedings of the Company including actions taken
by the Company's Board of Directors in respect of the authorization and issuance
of the Shares, and such other matters as we deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold as contemplated by the Registration
Statement, will be legally issued, fully paid and non- assessable shares of
capital stock of the Company.
<PAGE>
We hereby consent to be named in the Registration Statement and in the
Prospectus constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the issuance of
the Shares, and to the filing of this Opinion as an Exhibit to the aforesaid
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules of the Securities and Exchange Commission.
Very truly yours,
/s/ Nick Nimmo
HOLME ROBERTS & OWEN LLP
