SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under The Securities Exchange Act of 1934
(Amendment No. 2)*
Unique Mobility, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
909154 10 6
(CUSIP Number)
D. Stephen Antion, Esq.
O'Melveny & Myers LLP
1999 Avenue of the Stars, Los Angeles, CA 90067,
Telephone (310) 553-6700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 4, 1999
(Date of Event Which Requires Filing
Of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes.)
(Continued on following pages)
Page 1 of 20 Pages
<PAGE>
CUSIP NO. 909154 10 6 13D Page 2 of 20 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EV Global Motors Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER
978,864 shares.**
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
978,864 shares.**
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
978,864 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.04%
14 TYPE OF REPORTING PERSON*
CO
* See instructions before filling out!
** All of such shares are held of record by EV Global Motors Company.
LKL Family Limited Partnership, Lee Iacocca & Associates, Inc.
and Lido A. Iacocca are each control persons of EV Global Motors
Company.
<PAGE>
CUSIP NO. 909154 10 6 13D Page 3 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LKL Family Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A**
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING POWER
978,864 shares.**
8 SHARED VOTING POWER
NONE
9 SOLE DISPOSITIVE POWER
978,864 shares.**
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,864 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.04%
14 TYPE OF REPORTING PERSON*
PN
* See Instructions Before Filling Out!
** All of such shares are held of record by EV Global Motors Company.
LKL Family Limited Partnership, Lee Iacocca & Associates, Inc.
and Lido A. Iacocca are each control persons of EV Global Motors
Company.
<PAGE>
CUSIP NO. 909154 10 6 13D Page 4 of 20 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lee Iacocca & Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A**
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER
978,864 shares.**
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
978,864 shares.**
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
978,864 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.04%
14 TYPE OF REPORTING PERSON*
CO
* See instructions before filling out!
** All of such shares are held of record by EV Global Motors Company.
LKL Family Limited Partnership, Lee Iacocca & Associates, Inc.
and Lido A. Iacocca are each control persons of EV Global Motors
Company.
<PAGE>
CUSIP NO. 909154 10 6 13D Page 5 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lido A. Iacocca
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A**
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING POWER
986,197 shares.**
8 SHARED VOTING POWER
NONE
9 SOLE DISPOSITIVE POWER
986,197 shares.**
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
986,197 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.09%
14 TYPE OF REPORTING PERSON*
IN
* See Instructions Before Filling Out!
** 978,864 of such shares are held of record by EV Global Motors
Company and 5,333 of such shares are subject to currently
exercisable options held of record by Mr. Iacocca. LKL Family
Limited Partnership, Lee Iacocca & Associates, Inc. and
Lido A. Iacocca are each control persons of EV Global
Motors Company.
<PAGE>
Page 6 of 20 Pages
This Amendment No. 2 amends the information contained in the
Statement on Schedule 13D filed by EV Global Motors Company, LKL
Family Limited Partnership, Lee Iacocca & Associates, Inc. and
Lido A. Iacocca on June 27, 1997, as amended by that certain
Amendment No. 1 to Schedule 13D filed by such persons on
February 26, 1998, and is being filed on behalf of such persons
pursuant to Rule 13d-2 promulgated under the Securities Exchange
Act of 1934, as amended (the "Act").
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is amended by replacing the address of the principal place
of business of each person filing this statement on Schedule 13D
with the following address:
10900 Wilshire Boulevard, Suite 310, Los Angeles,
California 90024.
Schedule A is amended by deleting it in its entirety and
replacing it with Schedule A hereto.
ITEM 4. PURPOSE OF TRANSACTION
The information contained herein amends and supplements the
information contained in Item 4 of Amendment No. 1 to this
Schedule 13D.
In August 1997, Lee Iacocca became a director of the Company
and, in addition to being granted 2,000 shares of the Company's
Common Stock, was granted options to purchase 16,000 shares of
the Company's Common Stock pursuant to the Unique Mobility, Inc.
Stock Option Plan for Non-Employee Directors (the "Director
Plan"). Such options vest in three equal installments, the first
of which vested in August 1998. Accordingly, 5,333 of such
options are currently exercisable, and no additional options are
exercisable within 60 days of the date hereof. In September
1998, Mr. Iacocca was granted an additional 16,000 options
pursuant to the Director Plan, none of which are exercisable
within 60 days of the date hereof.
In early May 1999, EV Global disposed of a total of 476,942
shares of the Company's Common Stock in various transactions.
These transactions were undertaken to raise proceeds for EV
Global's participation in the two joint ventures described below.
The Company is also participating in these two joint ventures.
The first of these joint ventures involves EV Global's and
the Company's participation in the environmentally sensitive
development of Windermere Island in The Bahamas by Windermere Eco
Development Limited, a Bahamian company ("WED"). In December
1998, EV Global agreed to loan up to $4,725,000 to WED. The
maximum amount of the loan has since been increased to $5,225,000,
with EV Global having the right to convert the loan into
approximately 50.4% of the total outstanding equity of WED. The
Company has a 9.57% participation interest in the loan and, if the
loan is converted, the right to convert its participation interest
into the appropriate number of shares of WED. In order to raise
funds to make the loan, on May 4, 1999, EV Global sold 279,100
shares of the Company's Common Stock in a pre-negotiated transaction
to one of the Company's existing shareholders, VTZ Versicherungs
<PAGE>
Page 7 of 20 Pages
Treuhand Zurich AG, the Swiss company that is the sponsor of the
Windermere Island development, in exchange for $1,500,000, or
$5.375 per share.
The second joint venture involves the formation of a German
private company (the "GmbH") by the Company, EV Global and Energy
Conversion Devices, Inc., a Delaware corporation ("ECD"), to
produce an electric-powered four-wheel commercial cargo/shuttle
vehicle. The GmbH will supervise the design and development of
the vehicle (and has entered into contracts with design and
engineering companies for the same), and, ultimately, will
assemble and distribute the vehicle. EV Global, ECD and the
Company capitalized the GmbH with DM 50,000 in cash and made an
additional contribution to the GmbH's capital surplus using
shares of the Company's Common Stock. In connection with these
transactions, on May 10, 1999: (1) EV Global sold 79,092 shares of
the Company's Common Stock in a privately negotiated transaction
to ECD in exchange for 34,723 shares of common stock of ECD (or
$4.01 per share of the Company's Common Stock based on the $8.75
closing price of ECD Common Stock on May 7, 1999); and (2) EV
Global contributed 118,750 shares of the Company's Common Stock
to the GmbH in return for additional shares of the GmbH. The
stock exchange with ECD took place in Los Angeles, California and
the contribution to the GmbH took place in Frankfurt, Germany.
In addition, EV Global has agreed, subject to certain conditions,
to make additional contributions to the GmbH in the amount of
either $503,910 in cash or, at EV Global's option, 89,583 shares
of the Company's Common Stock in exchange for additional shares
of the GmbH. Item 6(h) is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended by deleting it in its entirety and replacing it
with the following:
(a)-(b) As of May 10, 1999, the Reporting Persons and the
other persons identified in Item 2 of this Schedule 13D
beneficially owned the number and percentage of shares of the
Company's common stock indicated below:
<TABLE>
<CAPTION>
Number Percentage of
Name of Shares Outstanding Shares <F1>
<S> <C> <C>
EV Global Motors Company 978,864 6.04%
LKL Family Limited Partnership 978,864<F2> 6.04%
Lee Iacocca & Associates, Inc. 978,864<F2> 6.04%
Lido A. Iacocca 986,197<F3> 6.09%<F4>
<FN>
<F1> Based upon 16,195,622 shares of the Company's common stock
reported to be outstanding at February 8, 1999 in the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 1998.
<F2> These shares are owned by EV Global. EV Global has the sole
power to vote and dispose of all of the shares owned by it.
See Item 2.
<PAGE>
Page 8 of 20 Pages
<F3> 978,864 of these shares are owned by EV Global. EV Global
has the sole power to vote and dispose of all of the shares
owned by it. 2,000 of these shares are owned by Lido A.
Iacocca and 5,333 of these shares are subject to currently
exercisable options owned by Mr. Iacocca. Mr. Iacocca has
the sole power to vote and dispose of all of the shares and
options owned by him. See Item 2.
<F4> Based on 16,200,955 outstanding shares of the Company's
Common Stock, which amount is equal to the number of shares
of the Company's Common Stock reported to be outstanding at
February 8, 1999 in the Company's Quarterly Report on Form
10-Q for the quarterly period ended December 31, 1998 plus
the 5,333 shares that would be issued upon Mr. Iacocca's
exercise of his 5,333 currently exercisable options.
</FN>
</TABLE>
(c) The last two paragraphs of Item 4 and paragraphs (g)
and (h) of Item 6 are incorporated herein by reference.
(d) No other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares set forth above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended by deleting paragraph (f) in its entirety and
replacing it with paragraph (f) below, and by adding paragraphs
(g) and (h) below thereto:
(f) Upon becoming a director of the Company in August 1997,
Mr. Iacocca was issued 2,000 shares of the Company's common
stock, and was granted options to purchase 16,000 shares of
the Company's common stock pursuant to the Unique Mobility,
Inc. Stock Option Plan for Non-Employee Directors. Mr.
Iacocca was also granted options to purchase 16,000 shares
of the Company's common stock pursuant to the Unique
Mobility, Inc. Stock Option Plan for Non-Employee Directors
on September 14, 1998. The options become exercisable in
three equal annual installments commencing on each
anniversary of the grant date. Accordingly, 5,333 of such
options are currently exercisable and no additional options
are exercisable within 60 days of the date hereof. A copy
of the Non-Qualified Stock Option Agreement used for the
options granted in August 1997 is attached to Amendment No.
1 to this Schedule 13D as Exhibit 7.7 and is incorporated
herein by reference. The Non-Qualified Stock Option
Agreement used for the options granted in September 1998 is
substantially similar to that used for the options granted
in August 1997.
(g) Pursuant to the terms of the loan agreement governing
EV Global's loan to WED, as amended as of May 1, 1999, EV Global
is obligated to contribute $500,000 worth (based on a formula)
of the Company's Common Stock to WED upon WED's satisfaction
of certain conditions, including its completion of an
additional equity financing. In exchange for this contribution,
EV Global will receive a promissory note from WED for
$500,000, which note is convertible into equity of
WED at the option of EV Global. Because EV Global controls
WED, EV Global will continue to be the beneficial owner of
any shares of the Company's Common Stock that are
contributed by it to WED.
<PAGE>
Page 9 of 20 Pages
(h) On May 10, 1999, pursuant to a Contribution Agreement
among EV Global, ECD, the Company, Haco Trading Limited and
the GmbH, EV Global agreed to contribute either 89,583
additional shares of the Company's common stock or, at EV
Global's option, additional cash to the GmbH upon the
satisfaction of certain conditions. The Contribution
Agreement, attached hereto as Exhibit 7.9, is incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended by adding the following Exhibits:
Item 7.8 Agreement of Joint Filing by and among EV Global, LKL,
LIA and Lido A. Iacocca dated May 7, 1999.
Item 7.9 Contribution Agreement by and among EV Global, ECD,
the Company, Haco and the GmbH.
<PAGE>
Page 10 of 20 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigneds'
knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: May 10, 1999
EV GLOBAL MOTORS COMPANY, a California corporation
By: /s/ Lido A. Iacocca
--------------------------
Name: Lido A. Iacocca
Title: Chief Executive Officer
LKL FAMILY LIMITED PARTNERSHIP
By: LEE IACOCCA & ASSOCIATES, INC.
Its General Partner
By: /s/ Lido A. Iacocca
-----------------------
Name: Lido A. Iacocca
Title: President
LEE IACOCCA & ASSOCIATES, INC., a Michigan
corporation
By: /s/ Lido A. Iacocca
----------------------------------
Name: Lido A. Iacocca
Title: President
/s/ Lido A. Iacocca
-----------------------------------------
Lido A. Iacocca
<PAGE>
Page 11 of 20 Pages
Schedule A
Directors and Executive Officers
The name, present principal occupation and present business
address of each executive officer and director of EV Global Motors
Company and Lee Iacocca & Associates, Inc. are set forth below.
All of the persons listed below are United States citizens.
I. EV GLOBAL MOTORS COMPANY
<TABLE>
<CAPTION>
Position with
EV Global Present Present
Name Motors Company Principal Occupation Business Address
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Lido A. Iacocca Chairman and Chief Chairman and Chief 10900 Wilshire Blvd.
Executive Officer, Executive Officer Suite 310
Director of EV Global Motors Los Angeles, CA
Company 90024
Alan M. Himelfarb Chief of Staff, Chief of Staff of 10900 Wilshire Blvd.
Director EV Global Motors Suite 310
Company Los Angeles, CA
90024
Irene DiVito Vice President of Vice President of 10900 Wilshire Blvd.
Communications, Communications, Suite 310
Secretary, Secretary and Los Angeles, CA
Treasurer, Director Treasurer of EV 90024
Global Motors
Company
</TABLE>
II. LEE IACOCCA & ASSOCIATES, INC.
<TABLE>
<CAPTION>
Position with
Lee Iacocca & Present Present
Name Associates, Inc. Principal Occupation Business Address
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Lido A. Iacocca President, Sole Chairman and Chief 10900 Wilshire Blvd.
Director Executive Officer Suite 310
of EV Global Motors Los Angeles, CA
Company 90024
Lia Iacocca Assad Secretary Consultant 48285 Monterra
Circle West
Palm Desert, CA
92660
</TABLE>
<PAGE>
Page 12 of 20 Pages
Exhibit 7.8
Agreement of Joint Filing
(Pursuant to Rule 13d-1(f)(2))
May 10, 1999
EV Global Motors Company ("EV Global"), the LKL Family
Limited partnership, a Delaware limited partnership ("LKL"), Lee
Iacocca & Associates, Inc., a Michigan corporation ("LIA"), and
Lido A. Iacocca hereby agree that an Amendment No. 2 to
Securities and Exchange Commission ("SEC") Schedule 13D dated May
10, 1999, and relating to the Common Stock, $0.01 par value, of
Unique Mobility, Inc., a Colorado corporation (the "Issuer"),
shall be jointly filed on behalf of each of them with the SEC,
the American Stock Exchange, the Boston Stock Exchange, the
Pacific Stock Exchange, the Chicago Stock Exchange and the Issuer.
EV Global, LKL, LIA and Lido A. Iacocca further agree
and understand that they are not members of a group for purposes
of acquiring, selling or voting the securities of the Issuer and
that they have not entered into any agreement to act in concert
with relation to the securities of the Issuer.
EV GLOBAL MOTORS COMPANY
By: /s/ Lido A. Iacocca
------------------------------
Name: Lido A. Iacocca
Title: Chief Executive Officer
LKL FAMILY LIMITED PARTNERSHIP
By: LEE IACOCCA & ASSOCIATES, INC.
Its General Partner
By: /s/ Lido A. Iacocca
-------------------------
Name: Lido A. Iacocca
Title: President
LEE IACOCCA & ASSOCIATES, INC.
By: /s/ Lido A. Iacocca
----------------------------
Name: Lido A. Iacocca
Title: President
/s/ Lido A. Iacocca
----------------------------
Lido A. Iacocca
<PAGE>
Page 13 of 20 Pages
Exhibit 7.9
Contribution Agreement
Number ___ of the Registry of Deeds for 1999
executed
in Frankfurt am Main
on May 10, 1999
before me, the undersigned Notary Public
Dr. Gerhard Pilger,
having his offices within the jurisdiction of the Higher Regional
Court in Frankfurt am Main
appeared today: Mr. Holger Hecklau, with place of business
at Gruneburgweg 102, 60323 Frankfurt am Main, personally known to
the Notary Public, acting not on his own behalf but as representative
a) for EV Global Motors Company, with its registered office at
Suite 310, 10900 Wilshire Boulevard, Los Angeles, California
90024, U.S.A., by reason of a power of attorney dated April 12,
1999, the original of which was presented at the notarial reading
and a certified copy of which is attached to this notarial deed,
and
b) for Energy Conversion Devices Inc., with its registered office
at 1675 West Maple Road, Troy, Michigan 48084, U.S.A., by
reason of a power of attorney dated March 13, 1999, the original
of which was presented at the notarial reading and a certified
copy of which is attached to this notarial deed, and
c) for Unique Mobility Inc., with its registered office at
425 Corporate Circle, Golden, Colorado 80401, U.S.A., by reason
of a power of attorney dated [ ], 1999, the original of which
was presented at the notarial reading and a certified copy of
which is attached to this notarial deed, and
d) for Haco Trading Ltd., with its registered office at 466 Glen
Cove Avenue South, Sea Cliff, New York 11579, U.S.A., by reason
of a power of attorney dated [ ], 1999, the original of which
was presented at the notarial reading an a certified copy of
which is attached to this notarial deed.
<PAGE>
Page 14 of 20 Pages
The person appearing provided the Notary Public with a certified and
legalized original secretary certificate concerning the company
represented under c) and promised to provide the Notary Public with
a certified and legalized original secretary certificate concerning
the company represented under d) without undue delay.
The person appearing requested the Notary Public of the notarization
of the following:
Unique Mobility Europa GmbH
CONTRIBUTION AGREEMENT
This Contribution Agreement is signed as of April 30, 1999 by
and among Unique Mobility Inc., a Colorado corporation ("Unique"),
Energy Conversion Devices, Inc., a Delaware corporation ("ECD"), EV
Global Motors Company, a California corporation ("EVG"), Haco Trading
Ltd., a New York ("Haco"), and Unique Mobility Europa GmbH, a German
limited liability company ("GmbH"). Unique, ECD, EVG and HACO are
sometimes referred to individually each as an "Investor" and
collectively as the "Investors."
WHEREAS, as of the date hereof, the Investors own the share
interests of the GmbH set forth on Exhibit A of the Shareholders
Agreement of even date herewith among the Investors and the GmbH; and
WHEREAS, the Investors wish to contribute additional capital to
the GmbH.
NOW, THEREFORE, the Investors hereby agree as follows:
1. Share Ownership.
(a) On the date hereof, the Investors are contributing to
the GmbH shares of common stock of Unique Mobility, Inc. ("Unique
Shares"), which will maintain their respective share ownerships in
the GmbH (EXHIBIT A).
(b) When EVG is first able to subscribe for new capital
from the GmbH and receive additional share capital in the GmbH having
a nominal value of DM 7,100) without increasing its ownership above
19% of the total outstanding GmbH share capital, the Investors agree
to vote for the adoption of a shareholder resolution providing for an
increase of the share capital of the GmbH of DM 7,100, and EVG will
subscribe to the full amount of such share capital increase. The
additional capital subscription by EVG pursuant to this clause (b)
shall be either 89,584 Unique Shares or $503,910 (or $5.625 per Unique
Share) in cash. Instead of EVG subscribing for additional GmbH share
capital as provided above, the Investors may vote for an increase of
the capital by a lesser amount, provided that the difference between
such lesser
<PAGE>
Page 15 of 20 Pages
amount and the amount to be subscribed for by EVG is sold
to EVG in the form of GmbH Shares presently held by Haco at the above
price. Following any such subscription or purchase, this clause (b)
shall be of no further effect.
2. Representations and Warranties of the Investors.
Each Investor hereby acknowledges, represents, warrants and agrees,
severally and not jointly, as follows:
(a) Each Investor understands that the GmbH's
securities have not been registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state or other securities
laws, and that the offering and sale of the GmbH's securities is intended
to be exempt from registration under the Securities Act by virtue of
Section 4(2) of the Securities Act and the provisions of Regulation D
promulgated thereunder, based, in part, upon the representations,
warranties and agreements contained in this Contribution Agreement;
(b) Each Investor has received all documents requested by
the Investor, has carefully reviewed them in their entirety and
understands the information contained therein;
(c) Neither the Securities and Exchange Commission
nor any state securities commission has approved the GmbH's securities
or offered or passed upon or endorsed the merits of this offering;
(d) Each Investor acknowledges that all documents, records
and books pertaining to an investment in the GmbH have been made
available for inspection by it, its attorneys, accountants, Investor
representatives and tax advisors (collectively, the "Advisors");
(e) Each Investor and its Advisors have had a reasonable
opportunity to ask questions of and receive answers from a person
or persons acting on behalf of GmbH concerning the GmbH and all such
questions have been answered to the full satisfaction of the Investor
and its Advisors;
(f) No Investor has taken any action which would give rise
to any claim by any person for brokerage commissions, finders' fees or
the like relating to this Contribution Agreement or the transactions
contemplated hereby (other than fees due to International Acquisitions
Services, Inc.);
(g) Each Investor, together with the Advisors, has such
knowledge and experience in financial, tax, and business matters so as
to enable it to evaluate the merits and risks of an investment in the
GmbH and to make an informed investment decision with respect thereto;
(h) No Investor is relying on the GmbH respecting the tax
and other economic considerations of an investment in the GmbH, and each
Investor has relied on the advice of, or has consulted with, only its own
Advisors;
Page 16 of 20 Pages
(i) Each Investor is investing in the GmbH solely for its own
account for investment and not with a view to resale or distribution
except in accordance with applicable securities laws. No Investor is
investing in the GmbH on behalf of any other person and will therefore
be the sole record and beneficial owner of the GmbH's securities;
(j) Each Investor must bear the economic risk of the
investment indefinitely because the GmbH's securities may not be
sold, hypothecated or otherwise disposed of unless subsequently
registered under the Securities Act and applicable state securities
laws or an exemption from registration is available;
(k) Each Investor is the sole owner of the Unique Shares
being contributed, free and clear of any encumbrance;
(l) Each Investor represents to the GmbH that the information
contained herein is complete and accurate and may be relied upon by the
GmbH in determining the availability of an exemption from registration
under Federal and state securities laws in connection with the offering
of the GmbH's securities; and
(m) Because each Investor is an accredited investor, no
Investor has been provided with the information or opinions of
counsel that would be provided in an offering to unaccredited
investors, and each Investor has conducted its own due diligence
investigation of the GmbH.
3. Representations and Warranties of the GmbH. The
GmbH hereby represents and warrants to each Investor as follows:
(a) The GmbH is duly incorporated, validly existing and in
good standing under the laws of its jurisdiction of incorporation.
(b) The GmbH's securities are validly authorized and
duly issued, fully paid and non-assessable.
(c) The GmbH has no assets or liabilities other than cash
and has conducted no operations prior to the date hereof.
4. Irrevocability; Binding Effect. This Contribution
Agreement is irrevocable and shall be binding upon and inure to
the benefit of the parties and their successors and permitted assigns.
5. Modification. This Contribution Agreement shall
not be modified or waived except by an instrument in writing signed by
the party against whom any such modification or waiver is sought.
6. Notices. Any notice or other communication
required or permitted to be given hereunder shall be in writing and
shall be mailed by certified mail, return receipt
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Page 17 of 20 Pages
requested, or delivered against receipt to the party to whom it is to
be given at the address set forth below:
(a) if to Unique, to:
Unique Mobility, Inc.
425 Corporate Circle
Golden, Colorado 80401
Attention: Chief Executive Officer
Facsimile: (303) 278-7007
with a copy (which does not constitute notice) to:
Holme Roberts & Owen, LLP
1700 Lincoln Street
Denver, Colorado 80203
Attention: Nick Nimmo, Esq.
(b) if to ECD, to:
Energy Conversion Devices, Inc.
1675 West Maple Road
Troy, Michigan 48084
Attention: President
Facsimile: (248) 280-1456
(c) if to EVG, to:
EV Global Motors Company
10900 Wilshire Blvd., Suite 310
Los Angeles, California 90024
Attention: President
Facsimile: (310) 208-2444
with a copy (which does not constitute notice) to:
O'Melveny & Myers LLP
400 S. Hope St.
Los Angeles, California 90071-2899
Attention: D. Stephen Antion, Esq.
Facsimile: (213) 430-6407
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Page 18 of 20 Pages
(d) if to Haco, to:
Haco Trading Ltd.
30 Glen Head Road
GlenHead, New York 1545
Attention: Neville Chamberlain
Facsimile: (516) 759-7862
(d) if to the GmbH, to:
______________________
______________________
______________________.
(or, in any case, to such other address as the party shall have
furnished in writing in accordance with the provisions of this
Section 6). Any notice or other communication given by certified
mail shall be deemed given at the time of certification thereof,
except for a notice changing a party's address which shall be
deemed given at the time of receipt thereof.
7. Assignability. This Contribution Agreement and
the rights, interests and obligations hereunder are not transferable
or assignable by either party and the undersigned further agrees that
the transfer or assignment of the GmbH's securities shall be made only
in accordance with all applicable laws.
8. Applicable Law. This Contribution Agreement shall
be governed by and construed in accordance with the internal laws
of Germany without regard to its conflicts of laws principles.
9. Use of Pronouns. All pronouns and any variations
thereof used herein shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as the identity of the person or persons
referred to may require.
10. Miscellaneous.
(a) Each party's representations and warranties made in
this Contribution Agreement shall survive the execution and delivery
hereof.
(b) This Contribution Agreement may be executed in one or
more counterparts each of which shall be deemed an original, but all of
which shall together constitute one and the same instrument.
(c) Each provision of this Contribution Agreement shall be
considered separable and if for any reason any provision or provisions
hereof are determined to be invalid or contrary to applicable law, such
invalidity shall not impair the operation of or affect the remaining
portions of this Contribution Agreement.
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Page 19 of 20 Pages
(d) Paragraph titles are for descriptive purposes only and
shall not control or alter the meaning of this Contribution Agreement
as set forth in the text.
<PAGE>
Page 20 of 20 Pages
EXHIBIT A
Shareholder Unique Shares Ownership
to be Contributed in GmbH
Unique 208,333 16,800 DM
ECD 208,333 16,800 DM
EVG 118,750 9,500 DM
Haco 89,584 7,100 DM
<PAGE>
