UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rules
14a-6(e)(2) and 14c-5(d)(2))
[X] Definitive Proxy/Information Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Unique Mobility, Inc.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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UNIQUE MOBILITY, INC.
425 Corporate Circle
Golden, Colorado 80401
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 15, 2000
The annual meeting of shareholders of Unique Mobility, Inc. will be held on
August 15, 2000, at 10:00 a.m., Denver Time at the Golden Hotel, 800 11th
Street, Golden, Colorado 80401 for the following purposes:
1. To elect a Board of four (4) directors to serve for the ensuing year and
thereafter until their successors are duly elected and qualified.
2. To consider and vote upon a proposal to ratify the appointment of KPMG LLP
to act as independent auditors of the Company for the fiscal year ending
March 31, 2001.
3. To transact such other business as may properly come before the meeting.
The record date for the Annual Meeting of Shareholders has been fixed at July 3,
2000. Only shareholders of record at the close of business on that date will be
entitled to notice of and to vote at the meeting.
By order of the Board of Directors
July 5, 2000 /s/Donald A. French
Donald A. French, Secretary
YOUR VOTE IS IMPORTANT. All shareholders, whether or not they expect to attend
the Annual Meeting, are requested to complete, date, sign and mail the enclosed
proxy, which is solicited by the Board of Directors. The enclosed envelope may
be used for that purpose. If you attend the meeting, you may vote in person even
though you have given a proxy.
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PROXY STATEMENT
UNIQUE MOBILITY, INC.
425 Corporate Circle
Golden, Colorado 80401
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 15, 2000
This proxy statement is being mailed on or about July 12, 2000, to the
shareholders of Unique Mobility, Inc. in connection with the solicitation by the
Board of Directors of the enclosed form of proxy for the Annual Meeting of
Shareholders to be held on August 15, 2000. The last Annual Meeting of
Shareholders was held on August 11, 1999.
If the enclosed proxy is properly signed and returned to the Company, the shares
represented by the proxy will be voted at the meeting. If a shareholder
indicates in his proxy a choice with respect to any matter to be voted upon, the
shares will be voted in accordance with the shareholder's choice. If no choice
is indicated, the shares will be voted "for" each of the proposals. A
shareholder giving a proxy may revoke it at any time before it is voted by
giving written notice to the Secretary of the Company, by executing a proxy
bearing a later date or by attending the meeting and voting in person.
PERSONS MAKING THE SOLICITATION
This proxy is solicited on behalf of the Board of Directors of the Company. The
solicitation will be made predominately by mail. The expense of such
solicitation will be borne by the Company and will include reimbursement paid to
brokerage firms and others for their expenses in forwarding solicitation
material regarding the meeting to beneficial owners. Further solicitation of
proxies may be made by telephone or oral communication with some shareholders of
the Company following the original solicitation. All such further solicitation
will be made by regular employees of the Company, who will not be additionally
compensated therefore.
SHAREHOLDERS ENTITLED TO VOTE
Shareholders of record at the close of business on July 3, 2000, will be
entitled to vote at the meeting. As of that date there were 17,235,345 shares of
the Company's $.01 par value common stock outstanding, each share being entitled
to one vote. The Company has no other classes of voting securities. The
Company's articles of incorporation provide that one-third of the outstanding
shares of the common stock entitled to vote, represented in person or by proxy,
shall constitute a quorum at any shareholders' meeting. The proposals to ratify
the appointment of auditors shall be approved if the votes cast in favor of the
proposal exceed the votes cast opposing the proposal. In the election of
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directors, that number of candidates equaling the number of directors to be
elected, having the highest number of votes cast in favor of their election, are
elected to the Board of Directors. Cumulative voting is not allowed in the
election of directors or for any other purposes.
With regard to the election of directors, votes may be cast in favor of or
withheld from each nominee; votes that are withheld will be excluded entirely
from the vote and will have no effect on the vote. Abstentions may be specified
on all proposals except the election of directors and will be counted as present
for purposes of determining the existence of a quorum regarding the item on
which the abstention is noted. Abstentions will have no effect on the votes to
ratify the appointment of auditors. Under the rules of the American Stock
Exchange (AMEX), brokers who hold shares in street name have the authority to
vote on certain items, including the election of directors and ratification of
the appointment of the independent auditors, when they have not received
instructions from the beneficial owners. With respect to other proposals, AMEX
rules provide that no broker may vote shares held for beneficial owners without
specific instructions from such beneficial owners. Under applicable Colorado
law, a broker non-vote will have no effect on the outcome of the matters to be
voted on at the meeting.
ELECTION OF DIRECTORS
Pursuant to the bylaws of the Company, the Board of Directors shall consist of
not fewer than three directors. The Board of Directors currently consists of
five members. The Board of Directors has nominated four candidates to stand for
election to the Board of Directors and has set the number of directors at four
following the annual meeting of shareholders. Proxies may not be voted for more
than four persons. The Board of Directors is not classified, and each director
serves for a term of one year and thereafter until his successor is duly elected
and qualified.
At the Annual Meeting, the shareholders will elect four members to the Board of
Directors. In the absence of instructions to the contrary, the proxy holders
will vote the shares represented by proxy in favor of the nominees listed below.
The Company expects each of the nominees listed below to be able to serve as a
director. If any nominee should become unavailable, however, it is intended that
the proxy holders will vote for a substitute designated by management.
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Officer or
Position with Director
Name Age the Company Since Business Experience
William G. 56 Chairman of the Board, 1992 Chairman of the Board of
President and Chief Directors since Feburary
Executive Officer 2000; Chief Executive
Officer August 1999;
President and Chief
Operating Officer since
January 1996; Executive
Vice President-Operations
from 1992 through 1995.
J.B. 63 Director, Member of the Audit 1995 President, Invacare
Richey Committee and Compensation Technologies and Senior
and Benefits Committee Vice President-Total
Quality Management since
1992. Director, Invacare
Corporation, Steris
Corporation and Royal
Appliance Manufacturing Co.
Ernest H. 62 Director, Member of the Audit 1999 Consultant and Investor
Drew Committee and Compensation since 1998; Chief Executive
and Benefits Committee Officer of Westinghouse
Industries & Technology
Group from 1995 to 1998.
Member of the Board of
Management of Hoechst AG
from 1995 to 1997. Director
of Ashland, Inc., Johns
Manville Corp., Public
Service Enterprises Group
and Thomas & Betts
Corporation.
Stephen J. 50 Director, Member of the Audit 2000 Managing Director-
Roy Committee Investment Banking for A.G.
Edward & Sons, Inc. since
1989.
No family relationship exists between any director, executive officer,
significant employee or person nominated or chosen by the Company to become
a director or executive officer.
There are no arrangements or understandings between any director and any
other person pursuant to which any director was nominated as a director
except as follows:
The Company has executed a Stock Purchase Agreement with Invacare
Corporation whereby the Company has agreed to nominate and recommend for
election to the Company's Board of Directors one person designated by
Invacare for so long as Invacare owns at least 100,000 shares of the
Company's common stock and is not in default of certain agreements.
Pursuant to this Agreement the Company has nominated Mr. Richey to the
Company's Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOREGOING NOMINEES.
During the fiscal year ended March 31, 2000 the Board of Directors held
meetings on eleven occasions. Each incumbent director attended or
participated in more than seventy-five percent of the meetings of the Board
of Directors and Board Committees on which he served during the period he
was a director. Participation at meetings was sometimes by telephone, which
is authorized under Colorado law. The votes of each director are recorded
in the minutes for each matter considered by the Board of Directors. None
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of the directors listed above has been involved during the last five years
in any legal proceedings that are material to an evaluation of the ability
or integrity of that person to act as a director of the Company.
The Board of Directors has an Audit Committee and a Compensation and
Benefits Committee. The Company does not have a Nominating Committee. The
Audit Committee reviews the annual audit performed by the Company's
independent auditors, consists of three directors and met one time during
fiscal 2000. The Compensation and Benefits Committee reviews the
performance and compensation of the Company's Chief Executive Officer and
administers the 1992 Stock Option Plan.
See also "Compensation and Benefits Committee Report on Executive
Compensation" below.
MANAGEMENT
The executive officers of the Company are:
Name Age Position
William G. Rankin 56 Chairman of the Board of Directors,
President and Chief Executive Officer
Donald A. French 44 Treasurer, Secretary and Chief Financial
Officer
Michael G. Franklin (1) 49 Director, Vice President-Electronics
Manufacturing
(1) Mr. Franklin has submitted his resignation from the Company effective
July 8, 2000.
William G. Rankin, Chairman of the Board of Directors since February 2000
and Chief Executive Officer since August 1999, President and Chief
Operating Officer since 1996, Executive Vice President-Operations from 1994
through 1995 and member of the Board of Directors since 1994, joined the
Company in 1992. Mr. Rankin is also a Director of Taiwan UQM.
Donald A. French, Treasurer, Secretary and Chief Financial Officer, joined
the Company in 1987. Mr. French served as Controller from 1987 through
1998. Mr. French is also a Director of Taiwan UQM.
Michael G. Franklin, Vice President Electronics Manufacturing, member of
the Board of Directors and President of Franklin Manufacturing Company,
joined the Company in 1998. Mr. Franklin founded and has served as
President and Director of Franklin Electronics Company, a distributor of
electronics components since 1983 and Franklin Manufacturing Company, a
manufacturer of printed circuit board assemblies and wire harness
assemblies since 1985.
Section 16(a) Beneficial Ownership Reporting Compliance
Under the securities laws of the United States, the Company's directors,
its executive (and certain other) officers, and any persons holding more
than 10 percent of the Company's common stock are required to report their
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ownership of the Company's common stock and any changes in that ownership
to the Securities and Exchange Commission, the American Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange. The Company is
required to report in this statement any failure to file timely reports
during fiscal 2000. Based on its review of Form 3, Form 4 and Form 5
filings, the Company believes that all required reports were filed timely
during fiscal 2000.
Executive Compensation
The following table sets forth information concerning compensation earned
by the Chief Executive Officer and any other executive officer whose total
annual salary and bonus exceeded $100,000 for the three years ended
March 31, 2000, 1999 and 1998:
Summary Compensation Table
Long-term
Compensation
Awards
Number of
Securities
Name of Underlying
Individual Fiscal Annual Options Other
and Position Year Compensation Granted Compensation
Salary Bonus
Ray A. Geddes, 2000(5) $519,524 $ -0- - $23,389 (1)
Chairman and Chief 1999 $196,033 $ -0- 89,262 $32,887 (1)
Executive Officer 1998 $174,953 $ -0- 149,731 $31,266 (1)
William G. Rankin,
Chairman, President 2000 $216,950 $ -0- 90,000 $16,796 (1)
and Chief Executive 1999 $165,991 $ -0- 77,224 $19,656 (1)
Officer (6) 1998 $148,248 $ -0- 96,377 $13,968 (2)
Donald A. French
Treasurer, Secretary 2000 $162,850 $ -0- 60,000 $17,873 (1)
and Chief Financial 1999 $129,792 $ -0- 60,521 $19,556 (1)
Officer 1998 $111,321 $ -0- 74,892 $13,110 (1)
Michael G. Franklin,
Director and Vice-
President Electronics 2000 $163,970 $ -0- 78,568 $12,567 (1)
Manufacturing (4) 1999(3) $129,231 $ -0- 174,710 $13,804 (1)
(1) Represents matching contributions to the Company's 401(k) Savings Plan,
Company paid car allowance, certain professional fees, and key man life
insurance premiums.
(2) Represents matching contributions to the Company's 401(k) Savings Plan and
key man life insurance premiums.
(3) Represents base salary from May 1, 1998, the date Mr. Franklin joined the
company, through March 31, 1999.
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(4) Mr. Franklin has submitted his resignation from the Company effective July
8, 2000. Includes data for Deborah Franklin, wife of Mr. Franklin. Mr.
Franklin disclaims beneficial ownership of the shares held by Mrs.
Franklin.
(5) Mr. Geddes retired as Chief Executive Officer August 11, 1999. Fiscal year
2000 compensation includes retirement pay of $324,866 pursuant to the terms
of Mr. Geddes Employment Agreement.
(6) Mr. Rankin was appointed Chief Executive Officer on August 11, 1999 and was
elected Chairman of the Board of Directors on February 8, 2000.
The foregoing compensation tables do not include certain fringe benefits made
available on a non-discriminatory basis to all Company employees such as group
health insurance, dental insurance, long-term disability insurance, vacation and
paid time off.
Option Grants During Fiscal 2000
Potential
Realizable
Percentage Value of
of Total Assumed
Number of Options Annual Rates
Securities Granted to of Stock Price
Name of Underlying Employees Exercise Expira- Appreciation
Individual Options in Fiscal Price Per tion for the
and Position Granted (1) 2000 Share Date Option Term
5%(3) 10%(4)
Ray A. Geddes
Chairman and Chief
Executive Officer (5) -0- 0.0% -0- -0- -0- -0-
William G. Rankin
Chairman, President
and Chief Executive
Officer (6) 90,000 20.2% $8.75 2-7-10 $495,255 $1,255,072
Donald A. French
Treasurer, Secretary
and Chief Financial
Officer 60,000 13.5% $8.75 2-7-10 $330,170 $ 836,715
Michael G. Franklin
Director and Vice-
President Electronics
Manufacturing (2)(7) 78,568 17.7% $8.75 2-7-10 $432,346 $1,095,650
(1) Represents options granted pursuant to the 1992 Stock Option Plan. The
options granted vest as to one-third of the aggregate number of underlying
shares on each of the next three annual anniversary dates following the
date of grant. Additionally, the options are subject to forfeiture and have
limitations as to marketability.
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(2) Includes options to acquire 8,568 shares of common stock to Deborah
Franklin, wife of Mr. Franklin. Mr. Franklin disclaims beneficial ownership
of the options granted to Mrs. Franklin.
(3) The market capitalization of the Company, as determined by multiplying the
outstanding number of shares of common stock at fiscal 2000 year end by the
potential realizable share value achieved by applying the price
appreciation methodology utilized in this table, would be approximately
$271 million versus a market capitalization of approximately $166 million
at March 31, 2000. Accordingly, the potential realizable value at assumed
annual rates of stock price appreciation over the ten-year term to all
shareholders is approximately $105 million assuming no increase in the
number of shares of common stock outstanding over the ten-year term.
(4) The market capitalization of the Company, as determined by multiplying the
outstanding number of shares of common stock at fiscal 2000 year end by the
potential realizable share value achieved by applying the price
appreciation methodology utilized in this table, would be approximately
$432 million versus a market capitalization of approximately $166 million
at March 31, 2000. Accordingly, the potential realizable value at assumed
annual rates of stock price appreciation over the ten-year term to all
shareholders is approximately $266 million assuming no increase in the
number of shares of common stock outstanding over the ten-year term.
(5) Mr. Geddes retired as Chief Executive Officer on August 11, 1999.
(6) Mr. Rankin was appointed Chief Executive Officer on August 11, 1999 and was
elected Chairman of the Board of Directors on February 8, 2000.
(7) Mr. Franklin has submitted his resignation from the Company effective
July 8, 2000.
<PAGE>
Aggregate Option Exercises During Fiscal Year 2000
and Option Values at the End of Fiscal Year 2000
Value of
Number of Securities Unexercised
Underlying Unexer- in-the-money
cised Options at Options at
Number of Fiscal Year End Fiscal Year End
Name of Shares
Individual Acquired Value Exer- Unexer- Exer- Unexer-
and Position on Exercise Realized cisable cisable cisable cisable
Ray A. Geddes,
Chairman and Chief
Executive Officer (3) 82,400 $433,392 379,575 109,418 $ 861,622 $410,502
William G. Rankin,
Chairman, President
and Chief Executive
Officer (4) -0- -0- 640,387 173,608 $3,089,611 $411,831
Donald A. French
Treasurer, Secretary
and Chief Financial
Officer -0- -0- 350,260 125,311 $1,506,862 $312,520
Michael G. Franklin
Director and Vice-
President Electronics
Manufacturing (1)(2) -0- -0- 91,570 161,708 $ 261,341 $402,590
(1) Includes data for Deborah Franklin, wife of Mr. Franklin. Mr. Franklin
disclaims beneficial ownership of the shares held by Mrs. Franklin.
(2) Mr. Franklin has submitted his resignation from the Company effective July
8, 2000.
(3) Mr. Geddes retired as Chief Executive Officer on August 11, 1999.
(4) Mr. Rankin was appointed Chief Executive Officer on August 11, 1999 and was
elected Chairman of the Board of Directors on February 8, 2000.
Compensation and Benefits Committee and
Report on Executive Compensation1
The Compensation and Benefits Committee of the Board of Directors is responsible
for establishing Company policy regarding executive compensation and administers
the 1992 Stock Option Plan and determines how many options will be granted to
executive officers and other employees of the Company as a group. During Fiscal
2000 certain members of the Board of Directors resigned who were also members of
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the Compensation and Benefits Committee. Subsequent to the resignations, the
duties of the Stock Option Committee, which is to administer the Company's stock
option plans, were assumed by the Compensation and Benefits Committee and Mr.
Drew was appointed to serve on the Committee. The Compensation and Benefits
Committee currently consists of Messrs. Richey and Drew.
The Compensation and Benefits Committee determines all elements of executive
compensation.
Policy
The Company's compensation program for its Chief Executive Officer, and all
employees generally, is based on beliefs and principles designed to align
compensation with business strategy, company values, and management initiatives.
The program:
o Rewards the Chief Executive Officer for long-term strategic management and
the enhancement of shareholder value by cash remuneration and by delivering
appropriate ownership in the Company through the grant of options.
o Integrates compensation programs with both the Company's annual and
long-term strategic planning processes.
o Supports a performance-oriented environment that rewards performance with
respect to Company goals.
o Attracts and retains key executives critical to the long-term success of
the Company.
The Company's Compensation package for employees generally and executive
officers in particular consists of both cash remuneration and equity based
compensation. The Company maintains a variety of benefit programs which are
designed to allow the Company to attract and retain talented individuals in a
variety of disciplines.
All employees may participate in the following benefit plans upon the attainment
of certain entrance requirements:
o Unique Mobility Health Benefit Plan
o 401(K) Savings Plan of Unique Mobility, Inc.
o Unique Mobility, Inc. Stock Purchase Plan
In addition, employees may be eligible for participation in the following
benefit plans at the discretion of the Company's Board of Directors:
o Unique Mobility, Inc. 1992 Stock Option Plan
o Unique Mobility, Inc. Employee Stock Bonus Plan
The Board of Directors believes that equity based compensation is critical to
the Company's ability to attract and retain qualified employees. The Company's
equity based compensation plans are designed to encourage and create ownership
in the Company's common stock, not only by executive officers, but by all
employees generally. The Board believes that the equity based plans of the
Company meet the objective of aligning key employees' long-range interests with
those of shareholders by providing key employees with the opportunity to build a
meaningful stake in the Company. The principal Company plans used to facilitate
<PAGE>
this objective are the 1992 Stock Option Plan and the Employee Stock Purchase
Plan. Under the 1992 Stock Option Plan, employees are granted the right to
acquire shares of the Company's common stock at a fixed price over a term not to
exceed ten years. To further the Company's goal of encouraging equity ownership,
all options granted under the 1992 Stock Option Plan since 1994 provide that
option holders may not sell stock received through employee benefit programs if
the sale of such stock exceeds 10% of the total trading volume of the stock on
the date of sale by the option holder on any stock exchange and in the
over-the-counter market. The 1992 Stock Option Plan also provides for
incremental vesting of stock options and restricts trading by option holders to
specified periods throughout the Company's fiscal year.
Performance Evaluation of Chief Executive Officer
The Compensation and Benefits Committee conducted a survey of the compensation
paid to the Chief Executive Officer and Chief Financial Officer of numerous
publicly-traded companies of similar market capitalization and operating within
similar markets. The results of this analysis indicated that the base
compensation of these executive officers was at approximately the median
compensation level of the executive officers of the peer group of companies
studied.
The Company's former Chairman and Chief Executive Officer, Ray A. Geddes,
retired as CEO on August 11, 1999 and stepped down as Chairman on December 31,
1999. William G. Rankin became Chief Executive Officer on August 11, 1999 and
was elected Chairman of the Board on February 8, 2000. The Compensation and
Benefits Committee did not review the performance of Mr. Geddes prior to his
retirement in August 1999. The Compensation and Benefits Committee set Mr.
Rankin's annual compensation at $239,407 upon his appointment as Chief Executive
Officer and granted Mr. Rankin options to acquire 90,000 shares of the Company's
common stock at the prevailing market price on the date of grant under the 1992
Stock Option Plan, based principally on its survey of Executive Compensation.
The Compensation and Benefits Committee has not reviewed Mr. Rankin's
compensation since the date of his promotion to Chief Executive Officer and
accordingly the Committee has not evaluated Mr. Rankin's performance in
establishing his compensation.
Additional Information
The compensation of the executive officers other than the Chief Executive
Officer is set by the Compensation and Benefits Committee based on the
recommendations of the Chief Executive Officer, who evaluates subjectively and
objectively their performance against assigned responsibilities and tasks and
compensation levels relative to the surveyed group of peer companies.
The Company has executed employment agreements with Mr. Rankin and two executive
officers, Donald A. French and Michael G. Franklin. Mr. Franklin has submitted
his resignation as President of Franklin Manufacturing Company and Vice
President of Electronics Manufacturing effective July 8, 2000. Accordingly,
Mr. Franklin will receive no compensation after the date of his resignation. The
employment agreements provide for the payment of severance benefits to the
executive officers if the executive is terminated "without cause", (as such term
is defined in the employment agreements) (see also "Employment Agreements"
below). The Compensation and Benefits Committee believes it advisable to provide
<PAGE>
compensation to executive managers upon termination of employment. The
Compensation and Benefits Committee established the salaries in the employment
agreements applying the criteria discussed above, and the employment agreements
themselves were not a factor in determining salaries.
During fiscal 2000 the Compensation and Benefits Committee considered two stock
option grants and recommended the grant of options to acquire 445,000 shares of
common stock to employees of the Company, of which options to acquire 220,000
shares of common stock, or 49.4 percent, were granted to executive officers as a
group. The Company granted options to acquire 50,000 shares of common stock to
consultants during fiscal 2000. All options granted during fiscal 2000 to
employees and consultants are exercisable at an amount equal to the fair market
value of the Company's common stock on the date of grant.
The Compensation and Benefits Committee of the Board of Directors:
J. B. Richey
Ernest H. Drew
(1) The report of the Compensation and Benefits Committee of the Board of
Directors shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 or under the Securities Act of 1934, except to the
extent that the Company specifically incorporates this report by reference.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation and Benefits Committee currently consists of two
outside directors (Messrs. Richey and Drew). The purpose of the Compensation and
Benefits Committee is to determine compensation and benefits for executive
officers of the Company. The Compensation and Benefits Committee considers
executive compensation, administers the Company's Stock Option Plans and makes
recommendations to the Board of Directors on the grant of stock options. The
Compensation and Benefits Committee considered stock option grants two times
during fiscal 2000.
Mr. Richey, who serves on the Compensation and Benefits Committee, is an officer
and director of Invacare, which owns 0.07 percent of the Company's common stock
and to whom the Company is a supplier of electric motors. In December 1995, the
Company completed a Stock Purchase Agreement with Invacare Corporation pursuant
to which, in January 1996, Invacare acquired 129,032 shares of the Company's
common stock at $3.88 per share. In addition, in August 1997 the Company
completed an exclusive worldwide license and supply agreement with Invacare
covering the commercial use of UQM products in the field of medical and health
care products. For the calendar years ended December 31, 1999 and 1998 the
Company sold motors to Invacare Corporation, totaling approximately $2,000,000
and $155,000, respectively.
The Company has further agreed to use its best efforts to have a representative
of Invacare elected to the Company's board of directors for so long as Invacare
owns more than 100,000 shares of the Company's common stock. Mr. J. B. Richey,
Senior Vice President-Total Quality Management and Director of Invacare
Corporation, was appointed to the Company's Board of Directors in 1995 pursuant
to this provision, and is a management nominee in these proxy materials.
Employment Agreements
The Company has entered into Employment Agreements with Messrs. Rankin and
French pursuant to which each has agreed to serve in his present capacity for a
term expiring December 31, 2002. The Employment Agreements provide that Messrs.
Rankin and French will receive an annual base salary of $239,407 and $158,916,
respectively. In addition, the Company has entered into an Employment Agreement
<PAGE>
with Mr. Franklin expiring April 30, 2001. Mr. Franklin has submitted his
resignation from the Company effective July 8, 2000 and the compensation
provisions of his agreement will terminate on that date. The Employment
Agreement provides that Mr. Franklin shall receive an annual base salary of
$170,000. Messrs. Rankin, French and Franklin also receive the use of an
automobile and may receive bonuses and stock options. Messrs. Rankin, French and
Franklin were granted options to acquire 90,000, 60,000 and 70,000 shares of
common stock, respectively, during fiscal 2000.
Messrs. Rankin and French's Employment Agreements provide that if employment is
terminated by the Company without cause during or after the term of the
agreement (after three months' notice) or upon retirement after age 65, the
officer shall receive one month's salary for each year of full-time employment,
but not less than 12 months salary and not more than 24 months salary. If the
officer terminates employment, he shall receive three months salary, unless the
Company is in default, which shall be considered termination by the Company
without cause. On a termination by the Company following a change of control of
the Company, the officer shall have the option of receiving all amounts
remaining due in the agreement or twice the payment due on a termination by the
Company in the absence of a change of control. If an officer dies during
employment, his estate shall receive three months compensation. Mr. Franklin's
Agreement provides that if employment is terminated without cause by the Company
during the term of the Agreement, Mr. Franklin's salary under the Agreement
shall continue for the remaining term of the Agreement.
The employment agreements further provide that the Company shall maintain at its
expense, life insurance coverage on Messrs. Rankin, French and Franklin payable
to their designees in an amount equal to three times the annual compensation
payable to each executive.
Pursuant to the Employment Agreements' Messrs. Rankin, French and Franklin have
agreed to at no time disclose to others any confidential information relating to
the business affairs of the Company for any purpose other than the conduct of
the Company's business and each has agreed to assign to the Company all right,
title and interest in any inventions and patents developed in whole or in part
by them, individually or with others, at any time during the term of the
Employment Agreements, or six months thereafter, which relate to the business of
the Company.
The Employment Agreements further provide that Messrs. Rankin and French, for a
period of one year after the term of their respective Employment Agreements, and
Mr. Franklin for a term of three years, will not become affiliated with any
person, firm or corporation whose business is similar to or in competition with
the Company. Messrs. Rankin and French have agreed that for a period of one year
after termination of their Employment Agreement, and in the case of
Mr. Franklin, for a term of three years, to not induce or attempt to induce any
employee of the Company to leave the employ of the Company; nor will they induce
or attempt to induce any customer, supplier or licensee to cease doing business
with the Company.
<PAGE>
BOARD OF DIRECTORS COMPENSATION
In fiscal 1993, the Board of Directors of the Company established the Unique
Mobility, Inc. Stock Option Plan for Non-Employee Directors which is designed to
encourage directors to participate in the ownership of the Company and therefore
to more closely align their interests with those of the Company's shareholders.
The plan was approved by the Company's shareholders in February 1994. This plan
was amended in 1999. Pursuant to this Amendment, Directors of the Company who
are not officers may elect to receive an annual retainer of $15,000 in cash or
the grant of options to acquire that number of shares of the Company's common
stock that is equivalent to $15,000 as determined by utilizing the Black-Scholes
option pricing model on the date of grant. Directors electing option grants in
lieu of cash compensation may elect option exercise periods ranging from three
years to ten years, and must elect to receive options at least six months prior
to the anticipated grant date in accordance with the terms of the Unique
Mobility, Inc. Stock Option Plan for Non-Employee Directors. Directors are also
reimbursed for ordinary and necessary expenses of attending meetings. In
addition, directors upon their initial election to the Board of Directors, are
awarded 2,000 shares of the Company's common stock at a purchase price of $0.01
per share. Directors who are full-time officers of the Company are not entitled
to additional compensation for their service as directors.
The following table sets forth information concerning remuneration to directors
of the Company during fiscal 2000:
Number of
Securities
Underlying Shares of
Options Price Expiration Common Stock Cash
Name of Director Granted Per Share Date Awarded Compensation
Ray A. Geddes(3) - - - - -
J. B. Richey - - - - $15,000
Ernest H. Drew 9,275 $4.25 8-10-02 - -
Stephen J. Roy - - - 2,000 -
William G. Rankin(1) - - - - -
Michael G. Franklin(1)(2) - - - - -
(1) Officers of the Company serve on the Board without additional compensation.
(2) Mr. Franklin resigned as a Director effective May 24, 2000.
(3) Mr. Geddes has agreed to serve on the Board of Directors during his term as
a Director without compensation.
1
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Performance Graph2
The following graph represents the yearly percentage change in the cumulative
total return on the common stock of Unique Mobility, Inc., the group of
companies comprising the S&P Electrical Equipment Index, and those companies
comprising the S&P 500 Index for the five year period from 1995 through 2000:
Line Graph of Total Return To Shareholder's (Dividends reinvested monthly)
based on the following data:
INDEXED RETURNS
Years Ending
Base
Period
Company / Index Mar95 Mar96 Mar97 Mar98 Mar99 Mar00
UNIQUE MOBILITY INC 100 89.87 73.14 170.89 89.89 196.23
S&P 500 COMP-LTD 100 132.10 158.29 234.27 277.51 327.30
ELECTRICAL EQUIPMENT-500 100 141.44 178.86 296.15 361.47 507.01
(2) The stock price performance graph depicted above shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Act of 1934, except to the extent that the Company specifically
incorporates this graph by reference.
SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT
The following table shows the ownership of the Company's $0.01 par value common
stock by (i) beneficial owners of 5 percent or more of the Company's common
stock, (ii) each director and nominee director, (iii) the Chief Executive
Officer and each other executive officer whose annual salary and bonus exceeds
$100,000 and (iv) all directors and executive officers as a group, as of July 3,
2000. Unless otherwise noted, each shareholder exercises sole voting and
investment power with respect to the shares beneficially owned:
<PAGE>
Number of
Common Shares Percent of
Name of Shareholder Beneficially Owned Class (1)
Ray A. Geddes(2) 907,452 5.16%
William G. Rankin 659,934 3.69%
Donald A. French 399,086 2.27%
J. B. Richey(3) 18,000 .01%
Ernest H. Drew 325,600 1.89%
Stephen J. Roy 2,000 -
Michael G. Franklin (4) 91,570 .05%
Director and Executive
Officers as a Group (7 persons)(2)(4) 2,403,642 12.83%
(1) Calculated separately for each holder on the basis of the actual number of
outstanding shares as of July 3, 2000. Assumes that shares issuable upon
exercise of options and warrants held by such person (but not by anyone
else) and exercisable within 60 days from the date of this document have
been issued as of such date.
(2) Mr. Geddes' address is 425 Corporate Circle, Golden, Colorado 80401. Mr.
Geddes retired as Chief Executive Officer on August 11, 1999.
(3) Mr. Richey is an affiliate of Invacare Corporation which owns 129,032
shares (0.07 %). Mr. Richey disclaims beneficial ownership of Invacare
Corporation's shares.
(4) Mr. Franklin submitted his resignation from the Board of Directors on
May 24, 2000 and has submitted his resignation as an officer of the Company
effective July 8, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain transactions between the Company and members of the Compensation and
Stock Option Committee's of the Company's Board of Directors are described above
under "Compensation Committee Interlocks and Insider Participation".
SELECTION OF AUDITORS
At the meeting, the shareholders will be called upon to ratify the appointment
of independent auditors to serve for fiscal 2001.
THE BOARD OF DIRECTORS AND THE MANAGEMENT OF THE COMPANY RECOMMEND THAT THE
SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP, DENVER,
COLORADO who have been the independent auditors of the Company since 1985. A
representative of that firm, who will be present at the meeting, will have the
opportunity to make a statement should he desire to do so and can be expected to
respond to appropriate questions. In the event the shareholders do not ratify
the appointment of KPMG LLP as independent auditors, management may reconsider
its choice of independent auditors.
To be adopted, the proposal must be approved by the affirmative vote of a
greater number of votes cast for the proposal than are cast against the
proposal. If a ballot is called for, proxies in the accompanying form appointing
the persons whose names are printed therein to act will (unless the proxy form
has been marked against or authority to vote is withheld) be voted in favor of
the proposal.
<PAGE>
PROPOSALS BY SHAREHOLDERS
In accordance with rules of the Securities and Exchange Commission, shareholders
of the Company may present proposals to the Company for inclusion in the
Company's proxy statement prepared in connection with its next regular Annual
Meeting of Shareholders.
Proposals to be included in the proxy statement prepared in connection with the
next Annual Meeting of Shareholders to be held in August 2001 must be received
by the Company no later than March 31, 2001 in order to be considered for
inclusion.
OTHER MATTERS
As of the date of this proxy statement, the Board of Directors is not aware of
any other matters to be presented for action at the meeting, nor has it been
advised that others will present any other matters. If any other matters do
properly come before the meeting, the proxy holders intend to vote the proxies
held by them in accordance with their best judgment on such matters.
ANNUAL REPORT
Upon the receipt of a written request from any shareholder, the Company will
mail, at no charge to the shareholder, a copy of the Company's 2000 Annual
Report on Form 10-K, including the financial statements and schedules required
to be filed with the Securities and Exchange Commission pursuant to Rule 13a-1
under the Exchange Act, for the Company's most recent fiscal year. Written
requests for such Report should be directed to:
Secretary
Unique Mobility, Inc.
425 Corporate Circle
Golden, Colorado 80401
Phone (303) 278-2002
The Company's Annual Report on Form 10-K is also available at the web site that
the Securities and Exchange Commission maintains at http://www.sec.gov.
APPROVAL OF DIRECTORS
The Board of Directors of the Company has approved the contents of this proxy
statement and its mailing to the shareholders.
/s/Donald A. French
_______________________________
Donald A. French, Secretary
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Unique Mobility, Inc., 425 Corporate Circle, Golden, Colorado 80401
The undersigned hereby appoints William G. Rankin and Donald A. French as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and vote, as designated below, all the shares of common stock
of Unique Mobility, Inc. held of record by the undersigned on July 3, 2000 at
the Annual Meeting of Shareholders to be held on August 15, 2000 or any
adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED
BELOW:
1. TO ELECT FOUR DIRECTORS TO THE COMPANY'S BOARD OF DIRECTORS TO HOLD OFFICE
UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND UNTIL THEIR SUCCESSORS
ARE ELECTED.
William G. Rankin J. B. Richey Ernest H. Drew Stephen J. Roy
ELECTION OF DIRECTORS FOR all nominees listed above WITHHOLD AUTHORITY
(except as marked to the contrary above) to vote for all nominees listed above
(INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name above.)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS
OF THE COMPANY. FOR AGAINST ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. The Board of Directors is
not aware of any other matters to be presented at the meeting for approval
by the shareholders.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE NAMED NOMINEES AND FOR PROPOSAL 2.
<PAGE>
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Dated , 2000
Signature
Please mark, sign, date and return the proxy
card promptly using the enclosed envelope. Signature, if held jointly
