SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934
Date of Report - March 30, 1998
(Date of earliest event reported)
UNIQUE MOBILITY, INC.
(Exact name of registrant as specified in charter)
COLORADO
(State or other jurisdiction of Incorporation)
1-10869 84-0579156
(Commission File Number) (I.R.S. Employer Identification No.)
425 Corporate Circle, Golden, Colorado 80401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 278-2002
<PAGE>
UNIQUE MOBILITY, INC.
FORM 8-K
ITEM OF INFORMATION
Item 5. Other Events
The Company issued the following press release regarding the signing of a letter
of intent to acquire Franklin Manufacturing Company and the completion of a
private placement offering under Regulation D:
For Further Information:
Unique Mobility, Inc. Banchik & Associates
425 Corporate Circle 686 Alamo Pintado Rd.,Ste. B
Golden, CO 80401 Solvang, California 93101
CONTACT: CONTACT:
John S. Gould Doris Banchik
Director of Investor Relations Principal
(303) 278-2002 (805) 688-2340
For Immediate Release: 98-05
UNIQUE MOBILITY, INC. ISSUES LETTER OF INTENT
TO ACQUIRE FRANKLIN MANUFACTURING COMPANY
Concurrently Completes $5 Million Private Placement
GOLDEN, Co, March 30, 1998... Unique Mobility, Inc. (AMEX:UQM), a leading
worldwide developer and manufacturer of energy efficient electric and hybrid
electric power motor systems, today announced that it has issued a letter of
intent to acquire Franklin Manufacturing Company, a St. Charles, Missouri,
privately-held manufacturer and distributor of electronic components and
assemblies for the automotive, medical, telecommunications, and industrial
markets. Franklin was profitable on revenues of approximately $10 million for
its fiscal year ended September 30, 1997. The transaction is valued at $9
million, including the assumption of up to $3.5 million of Franklin's
liabilities and debt. The acquisition price is payable $4.0 million in cash
with the remainder in shares of Unique Mobility common stock. The transaction
is expected to close during the quarter ended June 30, 1998. The completion of
the acquisition is subject to numerous conditions including completion of due
diligence and negotiation and execution of a definitive agreement.
The proposed acquisition of Franklin Manufacturing Company represents
another step in the growth of Unique's manufacturing capability. Franklin will
be used to manufacture UQM motor controllers and related electronic products.
Unique's product engineering expertise will be used to expand Franklin's product
line and customer service capability. Franklin is housed in a modern 50,000 sq.
ft. facility where it conducts both its manufacturing operations and its
electronic component distribution businesses. The primary selling shareholder,
Michael Franklin, will hold the dual positions of President of Franklin and
Vice-President of Electronics Manufacturing at Unique.
Separately, Unique announced the completion of a $5 million offering of
626,875 units of its securities, at $8.00 per unit, under Regulation D of the
Securities and Exchange Act. Under the terms of the offering, each unit
consisted of one share of common stock and one warrant to purchase one share of
common stock at $8.00 for a period of 24 months from the date of the offering.
The warrants may be called after 12 months from the date of the offering if the
closing price of the stock on the AMEX has been $16.00 or more for a period of
20 days. Net proceeds to the Company from the offering were $4,732,460. The
offering was placed with institutional and accredited individual investors in
Europe and the United States. The Millennium Financial Group, Inc. and Shemano
Group, Inc. were the placement agents for the offering. The placement agents
received placement agent fees of $282,540 and warrants to purchase 176,588
shares of the Company's common stock at $8.00 per share for a period of 24
months from the date of the offering.
In commenting on these events, Ray A. Geddes, Chairman and CEO, said, "The
acquisition of Franklin represents a major step forward in our ability to
respond to a broad range of commercial market opportunities. We are very
pleased to have identified this high quality, low-cost electronics manufacturer
through which we can bring our state-of-the-art controllers to market. The
synergies between Franklin and Unique also include the opportunity to expand
Franklin's customer services through Unique's engineering expertise."
Mr. Geddes concluded, "We also look forward to having its founder, Michael
Franklin, join our senior management team. His experience will be a most
valuable addition."
In commenting on the transactions, Donald A. French, Chief Financial
Officer, said, "The Franklin acquisition, together with the acquisition of
Aerocom Industries completed earlier this quarter, will fuel significant growth
in product sales revenues." Mr. French added, "We also are pleased to add the
additional quality institutional shareholders who participated in the private
placement financing for the Franklin transaction to our shareholder base."
Unique Mobility, Inc. is an innovative developer and manufacturer of power
dense, high efficiency motor systems for propulsion applications. Its technology
is value-added to a wide range of markets, including the industrial,
agricultural, healthcare, mining, aerospace, oil and gas equipment and emerging
light electric vehicle and hybrid electric bus, truck and car markets.
This release may contain forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Readers are referred to the Risk Factors section of the Registration
Statement on Form S-3 (File No. 333-44597) filed by Unique with the SEC, which
identifies important risk factors that could cause actual results to differ from
those contained in the forward-looking statements, including Unique's history of
operating losses, its ability to obtain additional financing, competition,
changes in government regulations mandating low and zero emission vehicles,
Unique's ability to protect its proprietary information, and Unique's limited
experience in manufacturing processes and procedures and marketing and
distribution.
###END###
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Unique Mobility, Inc.
(Registrant)
Dated: April 1, 1998 By:/s/ Donald A. French
Donald A. French
Treasurer and Controller
(Principal Financial and
Accounting Officer)
