SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
UNIQUE MOBILITY, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-0579156
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
425 Corporate Circle
Golden, CO 80401
(303) 278-2002
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
With copies to:
Donald A. French Nick Nimmo, Esq.
425 Corporate Circle Holme Roberts & Owen LLP
Golden, CO 80401 1700 Lincoln, Suite 4100
(303) 278-2002 Denver, Colorado 80203
(Name, address, including zip code, and (303) 861-7000
telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ x ]
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, 286,282/1/ $7.50/1/ $2,147,115 $634/1/
$.01 Par Value
================================================================================
</TABLE>
/1/ Computed in accordance with Rule 457(c).
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>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MAY 15, 1998
Prospectus
UNIQUE MOBILITY, INC.
286,282 SHARES OF COMMON STOCK ARE 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 page 3.
All of the 286,282 shares (the "Shares") of Common Stock offered hereby are
offered for resale by certain shareholders of the Company (the "Selling
Shareholders"). The Shares were acquired in a private placement 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 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 marketprices 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 May 14, 1998 was $7.50. 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 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 _________, 1998.
<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. 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;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, file no. 1-10869;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, file no. 1-10869;
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997, file no. 1-10869;
(e) The Company's Current Report on Form 8-K filed June 30,1997,
file no. 1-10869;
(f) The Company's Current Report on Form 8-K filed June 18, 1997,
file no. 1-10869;
(g) The Company's Current Report on Form 8-K filed December 9,
1997, file no. 1-10869;
(h) The Company's Current Report on Form 8-K filed January 20,
1998, file no. 1-10869;
(i) The Company's Current Report on Form 8-K/A filed March 17,
1998, file no. 1-10869; and
(j) The Company's Current Report on Form 8-K filed April 2, 1998,
File no. 1-10869;
(k) The Company's Current Report on Form 8-K filed May 6, 1998,
File no. 1-10869; and
(l) 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
Prospectus and prior to the termination of the offering registered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of the filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this Prospectus
is delivered, on the written or oral request of any such person, a copy of any
or all of the documents incorporated by reference (not including exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Written requests for such copies should be directed to
Donald A. French, 425 Corporate Circle, Golden, Colorado 80401. Telephone
requests may be directed to Mr. French at (303) 278-2002.
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 3
Risk Factors 4
The Selling Shareholders 11
Plan of Distribution 11
Market Price of Common Stock 12
Experts 13
Legal Matters 13
THE COMPANY
Unique Mobility, Inc. is engaged in the design, development and manufacture of
its proprietary electric motor technology, related electronics and gears.
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 $680,533, $609,099 and $245,348 for the
quarters ended December 31, 1997, September 30, 1997 and June 30, 1997,
respectively, and $1,534,981 for the nine months ended December 31, 1997. In
addition, the Company incurred losses of $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, and $3,395,356 for the
fiscal year ending October 31, 1994. 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 $20,067,345 as of December 31, 1997, $18,532,364 as of
March 31, 1997 and $17,331,279 as of October 31, 1996.
A substantial portion of the Company's operating revenue to date has consisted
of payments by others to fund sponsored research. For the nine months ended
December 31, 1997 the Company derived $2,044,530 in contract services from seven
customers, Kia Motors Corporation, Koyo Seiko Company, Asia Pacific Technology
Co., Ltd., Houston Metropolitan Transit Authority, Deere & Company, EV Global
Motors Company and the Defense Advanced Research Project Agency which amounted
to 88 percent of revenue earned from contract services. For the five months
ended March 31, 1997, the Company derived $452,478 in contract services from
three customers, General Motors Corporation, KIA Motors Corporation and Asia
Pacific Technology Co., Ltd. which amounted to 65 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, 1999. 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 1999, there can be no assurance that additional
capital calls will not be made by Taiwan UQM, or that should 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 $1.0 million of its existing cash
balances for the establishment of manufacturing operations pursuant to a supply
agreement with a commercial customer and approximately $2.5 million pursuant to
the acquisition of Aerocom Industries, Inc. ("Aerocom") for land and buildings,
manufacturing equipment and working capital. The Company has acquired Franklin
Manufacturing Company ("Franklin") on April 30, 1998 for $4.0 million cash plus
286,282 shares of stock. The Company also assumed approximately $3.0 million of
debt in the acquisition. The Company expects to expend approximately $1.0
million for additional manufacturing equipment for Franklin. The Company
completed a $6.0 million private placement of stock in the quarter ended March
31, 1998.
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.
Ability to Integrate Acquisitions
The Company hopes to grow through strategic acquisitions, joint ventures and
alliances. The Company's financial condition could be adversely affected if the
Company cannot successfully integrate acquired businesses into its existing
operations or if the Company is required to materially increase the amount of
its financial commitment to such acquisitions, joint ventures or alliances. In
addition, the Company may seek strategic acquisitions, joint ventures or
alliances in countries or markets in which it does not currently operate. There
can be no assurance that the Company will be able to successfully integrate or
manage such operations.
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.
Year 2000 Issues
The Company is in the process of identifying and addressing the impact on its
operating and application software and products of problems and uncertainties
related to the year 2000. The Company expects to resolve year 2000 compliance
issues primarily through replacement and normal upgrades of its software and
products, the cost of which replacements and upgrades are included in the
Company's estimated expenditures for the year ended March 31, 1999. However,
there can be no assurance that such replacements and upgrades can be completed
on schedule and within the estimated costs. Additionally, no assurance can be
given that the Company's customers, vendors, banks or other third parties will
not experience year 2000 issues which may have a significant impact on the
Company's operations.
Competition
The Company's future success depends upon the continued development and
commercialization of its proprietary electric motor and electronic control
technology and the profitable operation of its recently acquired precision gear
manufacturing operations. 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.
The Company's newly acquired precision gear manufacturing operations compete
directly with several other manufacturing companies. The Company will face
substantial competition on a continuing basis from many competitors, many of
whom have longer operating histories, greater capital, marketing, manufacturing,
personnel and other resources than the Company. There can be no assurance that
the Company can continue to compete successfully with others on a profitable
basis or that the manufacturing processes used by the Company will not be
rendered obsolete or noncompetitive by technological developments in the
industry.
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; its Vice
President-Electronics Manufacturing, Michael G. Franklin; and other highly
qualified technical employees and outside consultants. The employment agreements
of Messrs. Geddes, Rankin and French expire December 31, 1999 and Mr. Franklin's
employment agreement expires April 30, 2001. 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.
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 reduce utilization of NOL's
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, 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 December 31, 1997, the Company had reserved 5,354,000 shares of Common
Stock for issuance upon the exercise of options and options to purchase
2,512,174 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 Securities Act. At December 31, 1997 the Company had outstanding warrants to
purchase 580,475 shares of Common Stock, of which 300,000 warrants have an
exercise price of $6.00 per share, 50,000 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, 45,000 warrants have an
exercise price of $4.25 per share and 97,375, warrants have an exercise price of
$3.50 per share. The holders of the warrants have certain rights to require the
Company to register the Common Stock issuable upon exercise or conversion under
the Securities Act. The Company's Common Stock trades on the American Stock
Exchange.
Significant Shareholdings
At December 31, 1997 directors and executive officers of the Company had options
to purchase 1,611,647 shares of the Company's Common Stock. In the event such
options are exercised, directors and executive officers would own a total of
3,574,578 shares of the Company's Common Stock. As of December 31, 1997 EV
Global Motors Company ("EVG"), which is controlled by Mr. Iacocca, a director of
the Company, owned directly 1,585,047 shares and Mr. Iacocca owned directly
2,000 shares of the Company's Common Stock and had an option to acquire 16,000
shares of Common Stock.
The options, 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.
THE SELLING SHAREHOLDERS
The Selling Shareholders received their Shares in transactions exempt from
registration under the Securities Act.
The following table sets forth certain information regarding the Selling
Shareholders and the Shares offered by the Selling Shareholders pursuant to this
Prospectus, assuming the exercise of all Warrants. 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
Michael G. Franklin 263,379 0
Deborah M. McNatt 22,903 0
Michael G. Franklin is the President of Franklin Manufacturing Company, a
wholly-owned subsidiary of the Company, and the Vice President--Electronics
Manufacturing of the Company. Deborah M. McNatt is an employee of the Company.
To the knowledge of the Company, the Selling Shareholders have not held any
other 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 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,
Chicago Stock Exchange or Berlin 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 of Shares by Selling
Shareholders. 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 trades on the American Stock Exchange. The high and
low closing prices, by fiscal quarter as reported by the American Stock Exchange
for the last two years and the five month transition period ended March 31, 1997
are as follows:
High Low
1998
Quarter Ended March 31, 1998 (1) $8.88 $7.44
Quarter Ended December 31, 1997 (1) $9.44 $6.94
Quarter Ended September 30, 1997 (1) $9.50 $5.81
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
- --------------------
(1) The Company changed its fiscal year end from October 31 to March 31
commencing April 1, 1997.
On May 14, 1998, the closing price of the Common Stock as reported on the
American Stock Exchange was $7.50 per share and there were 922 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.
The financial statements of Aerocom Industries, Inc. as of December 31, 1997 and
1996 and for each of the years in the two-year period ended December 31, 1997,
which appear in the Company's current report on Form 8-K/A file March 17, 1998,
have been incorporated by reference herein in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firms 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. . . . . .$ 634
Printing Expense. . . . . . . . . . . . . . . . . . . . . . . $ 100
Accountants' Fees and Expenses. . . . . . . . . . . . . . . . $ 2,500
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . $ 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . $ 266
Total Costs . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,500
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)
23.3 Consent of KPMG Peat Marwick LLP.
24. Powers of Attorney. Contained on page II-6 of the 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Golden, Colorado on the 15th day of
May, 1998.
UNIQUE MOBILITY, INC.
By /s/ Donald A. French
Donald A. French
Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below does hereby make, constitute and
appoint RAY A. GEDDES and DONALD A. FRENCH, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution to execute, deliver and file with the Securities and Exchange
Commission, for and on his behalf, and in any and all capacities, any and all
amendments (including post-effective amendments) to this Registration Statement
with all exhibits thereto and other documents in connection therewith, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
Chairman of the Board
/s/ Ray A. Geddes of Directors and Chief
Ray A. Geddes Executive Officer May 11, 1998
/s/ Donald A. French Treasurer
Donald A. French (Principal financial and
accounting officer May 11, 1998
Director May __, 1998
Francis S.M. Hodsoll
/s/ William G. Rankin President and Director May 11, 1998
William G. Rankin
/s/ H.J. Young Director May 14, 1998
H.J. Young
/s/ Joseph B. Richey Director May 13, 1998
Joseph B. Richey
/s/ Lee A. Iacocca Director May 14, 1998
Lee A. Iacocca
Vice President/Electronic
Michael G. Franklin Manufacturing and Director May __, 1998
EXH. 5.1 -- OPINION AND CONSENT OF HRO
[LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE]
May 15, 1988
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 286,282 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.
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
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors and Stockholders
Unique Mobility, Inc.:
Our report dated June 26, 1997, contains an explanatory section that states that
we did not audit the financial statements of Taiwan UQM Electric Co., Ltd. (a 39
percent owned investee company). The financial statements of Taiwan UQM Electric
Co., Ltd. were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for Taiwan UQM
Electric Co., Ltd. for the five months ended March 31, 1997 is based solely on
the report of the other auditors.
We consent to the incorporation by reference in the registration statement 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 prospectus.
KPMG Peat Marwick LLP
Denver, Colorado
May 13, 1998
Exhibit 23.2
Consent of Independent Auditors
The Board of Directors and Stockholders
Unique Mobility, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-3 of Unique Mobility, Inc. of our report dated 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
May 13, 1998
Exhibit 23.3
Consent of Independent Auditors
The Board of Directors and Stockholders
Aerocom Industries, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-3 of Unique Mobility, Inc. of our report dated January 23, 1998 with
respect to the balance sheets of Aerocom Industries, Inc. as of December 31,
1997 and 1996, and the related statements of operations, stockholders' equity,
and cash flows for each of the years in the two-year period ended December 31,
1997, which report appears in the Form 8-K/A of Unique Mobility, Inc. dated
March 17, 1998, and to the reference to our firm under the heading "Experts" in
the prospectus.
KPMG Peat Marwick LLP
Denver, Colorado
May 13, 1998
