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
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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, 8,880/1/ $6.06/1/ $53,813 $100/1/
$.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.
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SUBJECT TO COMPLETION
DATED NOVEMBER 13, 1998
PROSPECTUS
8,880 SHARES OF COMMON STOCK
The selling shareholder named on page 11 of this prospectus may from
time to time offer for sale the 8,880 shares of our common stock that we issued
to them in settlement of a claim in November 1998.
Our common stock is quoted on the American Stock Exchange and traded
under the symbol "UQM."
Our principal executive offices are located at 425 Corporate Circle,
Golden, Colorado 80401, and our telephone number is (303) 278-2002.
The selling shareholder may sell the shares directly, through agents,
or through underwriters or dealers. If any agents or underwriters are involved
in the sale of any shares, we will set forth their names and any applicable
commissions or discounts in a prospectus supplement. We will receive no proceeds
from the sale of the shares.
The selling shareholder may terminate this offering under certain
conditions. No minimum number of shares must be sold for this offering to go
forward. Consequently, the selling shareholder may sell less than the total
number of shares offered by this prospectus in the offering.
------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
MATERIAL FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN
OUR COMMON STOCK.
------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. The prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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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-K for the year
ended March 31, 1998, file no. 1-10869;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, file no. 1-10869;
(c) 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
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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 3
The Selling Shareholder 9
Plan of Distribution 10
Market Price of Common Stock 10
Experts 11
Legal Matters 11
THE COMPANY
Unique Mobility, Inc. designs, develops and manufactures electric motors,
related electronics and gears. The Company designs and manufactures prototypes
of specialty vehicles and vehicle subsystems and applies its proprietary
electric motor technology to vehicle drive systems. The Company was incorporated
in 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.
THIS PROSPECTUS CONTAINS AND INCORPORATES BY REFERENCE CERTAIN FORWARD
LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 WITH RESPECT TO OUR BUSINESS, FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, INCLUDING, WITHOUT LIMITATION, STATEMENTS UNDER THE CAPTIONS
"BUSINESS" AND "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" IN OUR ANNUAL AND QUARTERLY REPORTS. THESE FORWARD
LOOKING STATEMENTS REFLECT OUR PLANS, EXPECTATIONS AND BELIEFS AND, ACCORDINGLY,
ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES. WE CANNOT ASSURE YOU THAT ANY OF
SUCH FORWARD LOOKING STATEMENTS WILL BE REALIZED. FACTORS THAT MAY CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING
STATEMENTS INCLUDE, AMONG OTHERS, THE FACTORS DISCUSSED IN THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS."
RISK FACTORS
You should consider carefully the following factors and other
information in this prospectus before deciding to invest in the shares of our
common stock offered in this prospectus.
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Significant Customers; Uncertain Financial Stability; Operating Losses
We have had losses as shown below:
Quarter Ended
- -------------------------------------
June 30, 1998 June 30, 1997
$942,252 $245,348
Fiscal Year Ended Five Months Ended Fiscal Year Ended October 31,
------------------------------------
March 31, 1998 March 31, 1997 1996 1995 1994
$3,266,360 $1,201,085 $2,904,743 $1,330,433 $3,395,356
Our investments in internally funded development and "cost-share" type
development contracts and research and development work to a large extent have
caused the operating losses. We have had accumulated deficits as follows:
March 31, 1998 $21,798,724
March 31, 1997 $18,532,364
October 31, 1996 $17,331,279
A large portion of our operating revenue to date has been concentrated among a
few significant customers. For the quarter ended June 30, 1998 we received 34
percent ($978,782) of our total revenue from three customers:
Siemens Electronics Company, Inc.
Flight Safety International
State Farm Mutual Automobile Insurance Co.
Before fiscal year 1999, the majority of our revenue was received from customers
who hired us to perform development work for them (contract services revenue).
For the year ended March 31, 1998, we received 80 percent ($2,239,861) of our
contract services revenue from six customers:
KIA Motors Corporation
Asia Pacific Technology Co., Ltd.
Deere & Company
Harris County Metropolitan Transit Authority
Koyo Seiko, Ltd.
Defense Advanced Research Project Agency
In 1997 we changed our fiscal year end from October 31 to March 31. This change
resulted in a short fiscal year that ran from November 1, 1996 through March 31,
1997. During this short fiscal year we received 65 percent ($452,478) of our
contract services revenue from four customers:
Kia Motors Corporation
Asia Pacific Technology Co., Ltd
General Motors Corporation
Hyundai Motor Company.
In the near future, we plan to make further investments in product development,
manufacturing facilities and market launches. This is likely to cause us to
continue to be unprofitable. Our ability to perform development work within the
budget funded by our customers will affect our contract service revenues, as
will our funding partners' internal financial, competitive, marketing and
strategic considerations. Our research and development customers can terminate
their contracts with us on short notice. Our contract service revenues could be
adversely affected by renegotiation or termination of any of our contract
service agreements.
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For the long term, we must manufacture or license, market and distribute
products for a profit if we are to continue operations. We cannot assure you,
however, that the market will accept our products or that we will be able to
compete effectively against products produced by others or that we will receive
enough revenues to make a profit. We have generated limited revenue from sales
of motors and controllers. The products that we intend to sell may require
significant additional development, testing and investment. The market for
electric vehicle traction drives is, at present, not large, although a large
market could develop over the next few years as a result of air quality
legislation. Other products we may offer, such as aerospace and industrial
motors, will require large additional development expenditures. Although we have
been able to obtain funds from partners for the development of our technology
for specific purposes in the past, we cannot assure you that these research
agreements will continue or that any products that we produce will be
commercially successful or that these funding arrangements will be profitable.
Need For and Possible Dilutive Effect of Additional Financing
We believe that our existing cash resources, together with cash flow from
operations, if any, and borrowings will allow us to fund non-manufacturing
operations through at least March 31, 1999. The Company owns 38.25 percent of
Taiwan UQM Electric Co., Ltd. (Taiwan UQM), a Taiwan based manufacturer of
electric motors and controls. The other owners are Kwang Yang Motor Co., Ltd.
and Turn-Luckily Technology Co., Ltd. Under the joint venture agreement with our
partners we can be required to provide additional capital to Taiwan UQM if their
Board of Directors determines that it is necessary. Over the last several years
Taiwan UQM has been operating at a loss which is causing them to deplete their
existing capital. We believe Taiwan UQM has sufficient capital to fund their
operations until they become profitable, however, it is possible Taiwan UQM
could require additional capital before they become profitable and require us to
provide them with additional capital. If Taiwan UQM makes a capital call, we may
not have the financial resources to fund that capital call obligation. If we
cannot fund our proportionate share of Taiwan UQM's capital requirements our
ownership in Taiwan UQM will be diluted.
Over the next six months we expect to spend more than $.5 million to begin
manufacturing operations pursuant to a supply agreement with a commercial
customer. We also expect to spend an additional $.5 million for manufacturing
equipment at our wholly owned subsidiary Unique Power Products, Inc.
We acquired Franklin Manufacturing Company ("Franklin") on April 30, 1998 for
$4.0 million cash plus 286,282 shares of our common stock. We also assumed
approximately $3.0 million of debt in the acquisition. We expect to spend
approximately $1.0 million for additional manufacturing equipment for Franklin
over the next twelve months.
Ability to Integrate Acquisitions
We hope to grow through strategic acquisitions, joint ventures and alliances. If
we cannot successfully integrate acquired businesses into our existing
operations or if we are required to materially increase the amount of our
financial commitment to such acquisitions, joint ventures or alliances, our
financial condition could be adversely affected. In addition, we may seek
strategic acquisitions, joint ventures or alliances in countries or markets in
which we do not currently operate. We cannot assure you that we will be able to
successfully integrate or manage our acquisitions.
Proprietary Technology and Technological Obsolescence
Our success depends, in part, on our ability to protect our ownership of our
proprietary technology. We have been issued various patents covering certain
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designs and manufacturing techniques of our permanent magnet motor and control
technology and have filed other patent applications that are pending. Our
success also depends, in part, on the diligent prosecution of our issued and
pending motor and electronic patents, as well as the filing and prosecution of
patents on future technological advances, if any. We cannot assure you that we
will have the financial resources necessary to prosecute and maintain existing
applications or to pursue additional patents. If we are not able to prosecute
and maintain our existing applications, they will lapse. It is possible that our
patents will be circumvented, invalidated or infringed, and that we will not
have the financial resources to enforce our existing patents and patent
applications if they are infringed upon. Further, third parties may develop new
technology or new technology may already exist unknown to us, causing our
proprietary technology to be obsolete.
We also intend to rely on the unpatented proprietary know-how we have developed
and now use in our products. Others may independently develop, acquire or obtain
access to our technology. Although we protect our proprietary rights by
executing confidentiality agreements with our management, employees and others
with access to our technology, these measures may not be adequate to protect us
from disclosure or misappropriation of our proprietary information.
Year 2000 Issues
The Year 2000 presents issues because many computer hardware and software
systems use only the last two digits to refer to a calendar year. Consequently,
these systems may fail to process dates correctly after December 31, 1999, which
may cause systems failures.
State of Readiness
We have conducted numerous internal discussions over the last eighteen months
among its management and technical staff to informally assess the extent of the
Year 2000 Issue on our operations. In September, 1998 the Company adopted a
formal project to evaluate all of the Company's systems for Year 2000
compliance. The project is being monitored and supervised by the Company's Chief
Operating Officer. The evaluation of all hardware and software systems is
expected to be completed by January 31, 1999. Those hardware and software
systems which are not compliant, if any, are expected to be repaired or replaced
prior to June 30, 1999.
The Company's electronics manufacturing operations rely on an operating software
system ("System"). The System was evaluated and found not to be Year 2000
compliant. The software vendor corrected the software deficiencies in the System
in August 1998 and the System is now Year 2000 compliant.
As part of the Company's Year 2000 compliance evaluation, the Company expects to
contact key suppliers and customers beginning in the fourth calendar quarter of
1998 to determine the extent to which the Company is vulnerable to those third
parties failure to remediate their Year 2000 compliance issues. However, we
cannot guarantee or assure you that the systems of other companies that we rely
on, such as suppliers of raw materials, electricity providers and other similar
suppliers or the customers who buy products from us will effectively address
their Year 2000 issues. In the event these suppliers and customers experience a
disruption in their operations or cease operations indefinitely as a result of
not addressing their Year 2000 issues, our operations could be significantly
impacted including the temporary or permanent cessation of operations.
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Costs to Address the Year 2000 Issue
The total cost to address the Year 2000 issue, including the cost of Company
personnel and outside vendors and consultants is expected to be less than
$50,000. To date the Company has spent less than $5,000 to evaluate and address
the Year 2000 Issue.
Risks Associated with the Company's Year 2000 Issues
The Company believes that by modifying its MRP systems as described above, its
information systems will be prepared to operate normally subsequent to December
31, 1999. However, if the modifications currently underway are not completed on
a timely basis or are not correctly implemented, the Year 2000 could impact the
ability of the Company to manufacture product, procure and manage materials, and
administer other functions and processes necessary to operate the business
effectively any of which could have a materially adverse effect on the Company's
business, financial condition and results of operations.
The Company utilizes a number of suppliers both large and small to provide raw
materials and components for its products. The failure of third party suppliers
to become Year 2000 compliant on a timely basis could create a need for the
Company to change suppliers or otherwise impair the sourcing of raw materials,
components or services to the Company, any of which could have a material effect
on the Company's business, financial condition and results of operations.
Contingency Plan
The Company does not currently have a contingency plan if Year 200 issues are
not resolved or go undetected.
Competition
Our future success depends upon the continued development and marketing of our
proprietary electric motor and electronic control technology and the profitable
operation of our recently acquired precision gear manufacturing and electronic
assembly manufacturing operations. We intend to market our motor and controller
technology as an advanced electric vehicle drive system. At present, the market
for such systems is not large, although we expect various legislative mandates
and regulations to provide incentives for the production of vehicles using such
systems. This legislation may, however, be amended, postponed or rescinded and
we cannot assure you that our products will be accepted should such a market
develop. Further, established automotive manufacturers are actively developing
electric vehicles in anticipation of such a market. We are aware of efforts by
others, including automotive component suppliers, to aggressively develop
products that will compete with our products. Large companies that possess
significantly greater financial and other resources than the Company, including
established supply arrangements and volume manufacturing operations, are
undertaking some of these efforts.
We also intend to offer our technology in the aerospace and industrial markets.
We are currently establishing manufacturing operations of wheelchair propulsion
motors for sale pursuant to a supply agreement and license. Although we expect
successful manufacturing operations and capacity to enhance our ability to
compete, we will, nevertheless, face substantial competition 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 we have. Our strategy is to
compete directly with such companies in those markets where our products perform
better than existing products and where we can manufacture and market our
products for a profit. We cannot assure you that we will be successful in
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introducing additional products on a competitive basis. In other markets we
intend to pursue strategic alliances with established companies currently
serving such markets in order for our products to compete. However, we cannot
assure you that we will be able to establish such alliances or otherwise compete
successfully with others in such markets.
Our recenty acquired precision gear and electronic assembly manufacturing
operations compete directly with several other manufacturing companies. We will
face substantial competition on a continuing basis from many competitors, many
of whom have longer operating histories and greater capital, marketing,
manufacturing, personnel and other resources than the Company. We cannot assure
you that we can continue to compete successfully with others for a profit, and
the manufacturing processes we use could be rendered obsolete or noncompetitive
by technological developments in the industry.
Product Liability
The marketing of our products involves an inherent risk of claims for product
liability. We carry product liability insurance of $1,000,000 covering our
prototype products and our limited production motor and controller product line.
We cannot assure you that we will be able to maintain product liability
insurance for either our present or our future marketing efforts on acceptable
terms or that our insurance, if maintained, will provide adequate coverage
against potential claims. Our product liability insurance is on a "claims made"
basis, renewable year by year. If one or more claims were made, our insurance
carriers could discontinue coverage upon expiration of the then current policy,
leaving us uninsured as to future claims.
Limited Manufacturing and Marketing Experience
We have limited experience in manufacturing processes and procedures for
electric motors and electronic components. Although we have established limited
production operations, we have not, to date, manufactured our products in large
quantities. However, we are currently in the process of establishing the
capacity to manufacture products in greater quantities and have retained
talented personnel with experience in motor manufacturing to assist in launching
volume manufacturing operations. We may encounter difficulties and delays in
manufacturing our products that have not been apparent to date and the long-term
reliability of our products has not been tested in a broad range of possible
applications.
Further, we have limited experience in marketing and distributing our products.
Currently, our management together with sales support performed by our technical
staff provide all of our marketing activities. Therefore, we must implement a
broader based marketing and distribution plan. We intend to market our products
in North America through a combination of strategic alliances, sales
representatives and direct marketing by our employees. We will need to recruit
application engineers and sales representatives in order to implement a direct
marketing program. We must enter into joint ventures and strategic alliances
with others in order to make sales outside North America. We cannot assure you
that we will be successful in implementing our direct marketing program or in
establishing appropriate alliances.
Foreign Exchange Rates, Currency Controls and International Operations
We have a material investment in Taiwan UQM, which is establishing a
manufacturing facility outside the United States. This investment, as well as
other of our operations, is subject to the special risks of doing business
internationally. These risks include risks of foreign currency exchange
fluctuations, civil disturbances, political instability, governmental activities
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and deprivation of contract rights. These risks may have a material adverse
effect on our 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 lower the market price of the Common Stock.
Pursuant to our Incentive and Non-qualified Stock Option Plan, 1992 Stock Option
Plan and Stock Option Plan for Non-employee Directors, as of June 30, 1998, we
had reserved 6,354,000 shares of Common Stock for issuance on the exercise of
options and options to purchase 3,102,528 shares were outstanding. These options
have exercise prices of $0.50 to $8.31 per share. Sales of the shares underlying
the options are registered under the Securities Act. At June 30, 1998 we had
outstanding warrants as follows:
Shares subject to Warrant Exercise Price
220,000 $6.00
30,000 $5.75
50,000 $4.75
45,000 $4.25
73,875 $3.50
926,588 $8.00
Total 1,345,463
The holders of the warrants have certain rights to require us to register the
Common Stock issuable upon exercise or conversion under the Securities Act. The
Common Stock trades on the American Stock Exchange.
THE SELLING SHAREHOLDER
The selling shareholder received its shares of our common stock in transactions
exempt from registration under the Securities Act.
The following table sets forth certain information regarding the selling
shareholder and the shares offered by the selling shareholder pursuant to this
prospectus. Since the selling shareholder may sell all, some or none of its
shares, we cannot estimate the number of shares that are to be offered or that
will be owned by the selling shareholder upon completion of this offering.
Name of Number of Shares
Selling Beneficially Owned
Shareholder Record Other
Kanematsu USA, Inc. 8,880 0
The selling shareholder has not held any office, position or any material
relationship with us or our predecessors or affiliates during the past three
years.
We have 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 shareholder's shares in the
manner set forth on the Cover Page of this prospectus. We have 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 June
30, 2000.
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PLAN OF DISTRIBUTION
Shares of our common stock will be offered by the selling shareholder from time
to time (i) over the American Stock Exchange, Boston Stock Exchange, Pacific
Stock Exchange, Chicago Stock Exchange, Frankfurt 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 shareholder may effect such
transactions by offering and selling its 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 shareholder
and/or the purchasers of the shares for whom such broker-dealers may act as
agent or to whom the selling shareholder 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 the
selling shareholder.
We will pay all expenses of the registration of the common stock covered by this
prospectus.
MARKET PRICE OF COMMON STOCK
Our 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
1999
Quarter Ended September 30, 1998 (1) $7.25 $4.38
Quarter Ended June 30, 1998 (1) $8.31 $6.50
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.
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On November 6, 1998, the closing price of the Common Stock as reported on
the American Stock Exchange was $6.13 per share and there were 942 holders of
record of the Common Stock.
EXPERTS
The consolidated financial statements of Unique Mobility, Inc. as of March 31,
1998 and 1997, and for the year ended March 31, 1998, the five months ended
March 31, 1997 and each of the years in the two-year period ended October 31,
1996, which appear in the Company's Annual Report on Form 10-K for the year
ended March 31, 1998, have been incorporated by reference herein and in the
Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP and
Horwath and Company (Taiwan), independent certified public accountants,
incorporated by reference herein, and upon the authority of said firms as
experts in accounting and auditing.
The financial statements of Taiwan UQM Electric Co. Ltd. as of December 31, 1997
and 1996 and for each of the years in the two-year period ended December 31,
1997, which appear in the Company's Annual Report on Form 10-K for the year
ended March 31, 1998, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of Horwath and Company
(Taiwan), independent auditors, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Holme Roberts & Owen LLP, 1700 Lincoln Street, Suite 4100, Denver,
Colorado 80203.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses to be incurred in connection
with the issuance of the securities being registered by the Company:
Registration Fee--Securities and Exchange Commission. . . . . .$ 100
Printing Expense. . . . . . . . . . . . . . . . . . . . . . . $ 100
Accountants' Fees and Expenses. . . . . . . . . . . . . . . . $ 2,500
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . $ 7,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . $ 100
Total Costs . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,800
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.
II-1
<PAGE>
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Horwath and Company (Taiwan)
24. Powers of Attorney. Contained on page II-3 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.
II-2
<PAGE>
(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.
II-3
<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 13th day of
November, 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 November 13, 1998
/s/ Donald A. French Treasurer
Donald A. French (Principal financial and
accounting officer November 13, 1998
Director November 13, 1998
Francis S.M. Hodsoll
/s/ William G. Rankin President and Director November 13, 1998
William G. Rankin
/s/ H.J. Young Director November 13, 1998
H.J. Young
Director November 13, 1998
Joseph B. Richey
Director November 13, 1998
Lee A. Iacocca
/s/ Michael G. Franklin Vice President/Electronic
Michael G. Franklin Manufacturing and Director November 13, 1998
EXH. 5.1 -- OPINION AND CONSENT OF HRO
[LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE]
November 13, 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 8,880 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 May 22, 1998, contains an explanatory section that states that
we did not audit the financial statements of Taiwan UQM Electric Co., Ltd. (a
38.25 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 year ended March 31, 1998 and 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 May 22, 1998 relating to
the consolidated balance sheets of Unique Mobility, Inc. and subsidiaries as of
March 31, 1998 and 1997, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year ended March 31, 1998, the five
months ended March 31, 1997 and each of the years in the two-year period ended
October 31, 1996, which report appears in the March 31, 1998 Annual Report on
Form 10-K 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
November 9, 1998
Exhibit 23.2
Consent of Independent Auditors
The Board of Directors and Stockholders
Unique Mobility, 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 15, 1998 relating
to the balance sheets of Taiwan UQM Electric Co., Ltd. as of December 31, 1997
and 1996, and the related statements of income, shareholders' equity, and cash
flows for each of the years in the two-year period ended December 31, 1997,
which report appears in the March 31, 1998 Annual Report on Form 10-K 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
November 9, 1998
