SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
UNIQUE MOBILITY, INC.
Name of the Registrant as Specified In Its Charter
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6a(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
Common Stock
2. Aggregate number of securities to which transaction applies:
Common Stock: 17,363,517 shares
3. Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
calculated and state how it was determined): Not applicable.
4. Proposed maximum aggregate value of transaction: Not applicable
5. Fee paid: Not applicable
[] 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.
1. Amount Previously Paid: Not applicable
2. Form, Schedule or Registration Statement No. Not applicable
3. Filing Party: Not applicable
4. Date Filed: Not applicable
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UNIQUE MOBILITY, INC.
425 Corporate Circle
Golden, Colorado 80401
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 24, 2001
A special meeting of shareholders of Unique Mobility, Inc. will be held on
January 24, 2001, at 9:00 a.m., Denver Time, at 425 Corporate Circle, Golden,
Colorado 80401. The meeting will be held for the following purposes:
1. To vote upon a proposal to amend our certificate of incorporation to change
our name to UQM Technologies, Inc.
2. To act upon such other matters as may properly come before the meeting.
The record date for the Special Meeting of Shareholders has been fixed at
November 22, 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
November 24, 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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UNIQUE MOBILITY, INC.
425 Corporate Circle
Golden, Colorado 80401
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PROXY STATEMENT
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Regarding an Amendment to the Articles of Incorporation
Reflecting a Change of Name
---------------------------------
Approximate date of Mailing this Proxy Statement: December 4, 2000
INTRODUCTION
This proxy statement is being furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Unique Mobility, Inc. for a
special meeting of stockholders to be held on January 24, 2001. We are first
mailing copies of this proxy statement, the attached notice of special meeting
of stockholders and the enclosed form of proxy on or about December 4, 2000.
At the special meeting, holders of our common stock will vote upon a
proposal to amend our certificate of incorporation to change our name to UQM
Technologies, Inc.
Under the Colorado Business Corporation Act, this amendment to our Articles
of Incorporation must be adopted by the resolution of the Board of Directors and
then is subject to the approval of persons owning two-thirds of the securities
entitled to vote on the amendment. See the caption "Amendment to the Articles of
Incorporation and Vote Required for Approval" herein.
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.
1
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SHAREHOLDERS ENTITLED TO VOTE
Shareholders of record at the close of business on November 22, 2000, will
be entitled to vote at the meeting. As of that date there were 17,363,517 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 holders of one-third of our common stock entitled to vote, present in
person or represented by proxy, will constitute a quorum for the transaction of
business. Abstentions and broker "non-votes" are counted as present and entitled
to vote for purposes of determining a quorum. A broker "non-vote" occurs when a
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to that item and has not received instructions from the beneficial
owner.
Holders of common stock are entitled to one vote per share on all matters
properly brought before the meeting. The proposal to amend our certificate of
incorporation to change our name to UQM Technologies, Inc. requires the
affirmative vote of the holders of two-thirds of our outstanding shares of
common stock. Abstentions and broker "non-votes" will have the same effect as
shares voted against the proposal.
The Board of Directors is not aware of any matters that will be brought
before the meeting other than those described in this proxy statement. However,
if any other matters properly come before the meeting, the persons named on the
enclosed proxy card will vote in accordance with their best judgment on such
matters.
DISSENTERS' RIGHT OF APPRAISAL
The Colorado Business Corporation Act does not provide for dissenters'
rights of appraisal in connection with a change of name of a Colorado
corporation. Accordingly, shareholders will not have appraisal rights with
respect to the proposed change of the Company's name.
INTEREST OF CERTAIN PERSON IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise,
in the proposed amendment to change the name of the Company or in any action
covered by the related resolutions adopted by the Board of Directors and
executive officers, which is not shared by all other shareholders.
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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, (iii) the Chief Executive Officer and each
other executive officer whose annual salary and bonus exceeded $100,000 in the
most recent fiscal year and (iv) all directors and executive officers as a
group. All security ownership amounts are as of November 22, 2000, except Mr.
Geddes whose security ownership amounts are as of September 11, 2000. Unless
otherwise noted, each shareholder exercises sole voting and investment power
with respect to the shares beneficially owned:
Number of
Common Shares Percent of
Name of Shareholder Beneficially Owned Class (1)
William G. Rankin 659,934 3.67 %
Donald A. French 399,086 2.25 %
J. B. Richey (2) 28,666 .16 %
Ernest H. Drew 328,692 1.88 %
Stephen J. Roy 7,000 - %
Ray A. Geddes (3) 882,987 4.98 %
Michael G. Franklin (4) - - %
Director and Executive
Officers as a Group (5 persons) (5) 1,423,378 7.73 %
(1) Calculated separately for each holder on the basis of the actual number of
outstanding shares as of November 22, 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. Richey is an affiliate of Invacare Corporation which owns 129,032
shares (0.07 %). Mr. Richey disclaims beneficial ownership of Invacare
Corporation's shares.
(3) Mr. Geddes retired as Chief Executive Officer on August 11, 1999 and his
term of service as a Director of the Company ended on August 15, 2000.
(4) Mr. Franklin resigned as a Director of the Company on May 24, 2000 and as
an Executive Officer on July 8, 2000.
(5) Does not include Mr. Geddes or Mr. Franklin who were Executive Officers and
Directors during the most recently completed fiscal year, but did not serve
in either capacity as of November 22, 2000.
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AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
The amendment will change the name of the Company to "UQM Technologies,
Inc." The purpose of the amendment is to more closely align the name of the
corporation with its mission and operations.
The amendment will require the affirmative vote of the holders of
two-thirds of our outstanding shares of common stock.
OTHER MATTERS
The Board of Directors of the Company is not aware of any business other
than the aforementioned matter that will be presented for consideration at the
Meeting. If other matters properly come before the Meeting, it is the intention
of the persons named in the enclosed proxy to vote thereon in accordance with
their best judgment.
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
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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 November 22, 2000
at the Special Meeting of Shareholders to be held on January 24, 2001 or any
adjournment thereof.
1. To amend our certificate of incorporation to change our name to UQM
Technologies, Inc.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOREGOING PROPOSAL
FOR AGAINST ABSTAIN
2. 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 PROPOSAL 1.
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
promptly using the enclosed envelope. Signature, if held jointly
