SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
to
FORM S-8, REGISTRATION NO. 33-92288
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)
UNIQUE MOBILITY, INC.
1992 STOCK OPTION PLAN
--------------------------------------------
(Full title of the Plan)
Donald A. French With copies to:
425 Corporate Circle Nick Nimmo, Esq.
Golden, CO 80401 Holme Roberts & Owen LLP
(303) 278-2002 1700 Lincoln, Suite 4100
(Name, address, including zip code, and Denver, Colorado 80203
telephone number, including area code, (303) 861-7000
of agent for service)
CALCULATION OF REGISTRATION FEE
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
- ------------------ ------------ ---------------- -------------- ------------
Common Stock, 2,000,000 $4.00(1) $8,000,000 $2,224(2)
$.01 Par Value
(1) Computed in accordance with Rule 457(h).
(2) The Registrant has previously registered an aggregate of 3,000,000 shares
and has previously paid a registration fee of $1,434. Pursuant to
Instruction E to Form S-8, the additional $2,224 registration fee is paid
with respect to the additional 2,000,000 shares registered hereby.
AMENDMENT
The contents of the earlier Registration Statement on Form S-8,
Registration No. 33-92288, are hereby incorporated by reference.
Part II of Form S-8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 8 EXHIBITS
--------
Exhibit Description
- ------- -----------
5.1 Opinion of Holme Roberts & Owen LLP as to the legality of the
securities being registered, including consent.
23.1 Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1).
23.2 Consent of Independent Auditors
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
October, 1999.
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 WILLIAM G. RANKIN 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
/s/ William G. Rankin President, Chief Executive
William G. Rankin Officer and Director October 7, 1999
Chairman of the Board
/s/ Ray A. Geddes of Directors
Ray A. Geddes October 8, 1999
/s/ Donald A. French Treasurer
Donald A. French (Principal financial and
accounting officer October 7, 1999
/s/ Joseph B. Richey Director October 8, 1999
Joseph B. Richey
/s/ Ernest H. Drew Director October 9, 1999
Ernest H. Drew
/s/ Michael G. Franklin Vice President/Electronic
Michael G. Franklin Manufacturing and Director October 7, 1999
[LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE]
October 12, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Unique Mobility, Inc.
Form S-8 Registration Statement
1992 Stock Option Plan
Gentlemen:
This firm has acted as counsel to Unique Mobility, Inc. (the "Company"), in
connection with the preparation and filing of its registration statement on Form
S-8 under the Securities Act of 1933, as amended, covering the sale of an
aggregate of 2,000,000 shares of the Company's common stock, $.01 par value (the
"Common Stock"), which may be acquired through participation in the Company's
1992 Stock Option Plan (the "Plan").
We have examined the Company's Certificate of Incorporation and Bylaws and
the record of its corporate proceedings with respect to the registration
statement and have made such other investigation as we have deemed necessary in
order to express the following opinion.
The Common Stock, when sold and delivered as contemplated by the Plan and
the registration statement, will be legally issued, fully paid and
nonassessable.
We hereby consent to all references to this firm in the registration
statement and all amendments to the registration statement. We further consent
to the use of this opinion as an exhibit to the registration statement.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By: /s/ NICK NIMMO
------------------------------
Nick Nimmo, Partner
Consent of Independent Auditors
The Board of Directors and Stockholders
Unique Mobility, Inc.:
Our report dated June 4, 1999, 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 years ended March 31, 1999 and 1998 is based solely on the report of the
other auditors.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Unique Mobility, Inc. of our report dated June 4, 1999 relating to
the consolidated balance sheets of Unique Mobility, Inc. and subsidiaries as of
March 31, 1999 and 1998, and the related consolidated statements of operations,
stockholders' equity and comprehensive income (loss), and cash flows for the
years ended March 31,1999 and 1998, the five months ended March 31, 1997 and the
year ended October 31, 1996, which report appears in the March 31, 1999 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 LLP
Denver, Colorado
October 14, 1999
