10-K/A 1 form10ka03312008amended.htm FORM 10K AMENDED 03/31/2008 Form 10K/A UQM Technologies, Inc.
   

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

   

WASHINGTON, D.C. 20549

   

_____________________

   

FORM 10-K/A

   

ANNUAL REPORT

   

PURSUANT TO SECTION 13 OR 15(d)

   

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

     

SECURITIES EXCHANGE ACT OF 1934

     

For the fiscal year ended March 31, 2008

OR

   

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

     

SECURITIES EXCHANGE ACT OF 1934

     

For the transition period from                  to                 

Commission file number 1-10869

     
   

               UQM TECHNOLOGIES, 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.)

 
     

7501 Miller Drive, Frederick, Colorado

 

80530

 
     

(Address of principal executive offices)

 

(Zip Code)

 
   

Registrant's telephone number, including area code: (303) 278-2002

     
   

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

         

Name of each exchange on which registered

 
     

Title of each class

 

American Stock Exchange

 
     

Common Stock

 

Pacific Stock Exchange

 
         

Chicago Stock Exchange

 
         

Frankfurt Stock Exchange

 
         

Berlin Stock Exchange

 
     
   

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None.

   

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

   

Yes  [  ]  No  [X]

   

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

   

Yes  [  ]  No  [X]

   

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

   

Yes  [X]  No  [  ]

   

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K  [ ]

   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

   

 [  ]  Large accelerated filer

[X]  Accelerated filer

[  ]  Non-accelerated filer

[  ]  Smaller reporting company

   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

   

Yes  [  ]  No  [X]

   

The aggregate market value of the registrant's common stock ("Common Stock") held by non-affiliates is approximately $62,747,153 (based on the May 20, 2008 closing price of Common Stock of $2.40 per share as reported on the American Stock Exchange). As of May 20, 2008, there were 26,810,217 shares of Common Stock outstanding.

     
   

DOCUMENTS INCORPORATED BY REFERENCE

   

Document of the Registrant

 

Form 10-K Reference Locations

   

Portions of the 2008 Proxy Statement

 

Part III

EXPLANATORY NOTE

 

We are filing this Form 10-K/A (Amendment No. 1) for the fiscal year ended March 31, 2008 to amend the certifications attached as Exhibits 31.1, 31.2 and 32.1 to correct a clerical error in the certifications.

Except for the foregoing, this amendment does not amend the Annual Report in any way and does not modify or update any disclosures contained in the Annual Report, which continues to speak as of the original date of the Annual Report.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     

(a)

1.

Financial Statements

     
   

UQM Technologies, Inc. (included in Part II):

     
   

Reports of Independent Registered Public Accounting Firm.

     
   

Consolidated Balance Sheets, March 31, 2008 and March 31, 2007.

     
   

Consolidated Statements of Operations for the Years Ended March 31, 2008, 2007 and 2006.

     
   

Consolidated Statements of Stockholders' Equity and Comprehensive Loss for the Years Ended March 31, 2008, 2007 and 2006.

     
   

Consolidated Statements of Cash Flows for the Years Ended March 31, 2008, 2007 and 2006.

     
   

Notes to Consolidated Financial Statements.

     
 

2.

Financial Statement Schedules:

     
   

Valuation and Qualifying Accounts. See note 17 to the Consolidated Financial Statements above.

     
 

3.

Reports on Form 8-K

     
   

Report regarding the completion of a private placement offering filed June 24, 2007.

     
   

Report regarding amendments to the employment agreements of William G. Rankin and Donald A. French

   

and the execution of employment agreements with Ronald M. Burton and Jon Lutz filed September 20,

   

2007.

     
   

Report regarding changes to the compensation of Messrs. William G. Rankin, Donald A. French, Ronald

   

G. Burton and Jon Lutz filed November 6, 2007.

     
   

Report regarding the retirement of Ernest H. Drew and the appointment of Joseph P. Sellinger to the

   

Board of Directors filed March 24, 2008.

     

(b)

 

Exhibits:

     

3.1

 

Bylaws. Reference is made to Exhibit 3.1 of our Annual Report on Form 10-K for the year ended March 31, 2005 (No. 0-9146), which is incorporated herein by reference.

     

3.2

 

Restated Articles of Incorporation. Reference is made to Exhibit 3.2 of our Annual Report on Form 10-K for the year ended October 31, 1993 (No. 0-9146), which is incorporated herein by reference.

     

4.1

 

Specimen Stock Certificate. Reference is made to Exhibit 3.1 of our Registration Statement on Form 10 dated February 27, 1980 (No. 0-9146), which is incorporated herein by reference.

     

10.1

 

Form of Warrant. Reference is made to Exhibit 4.2 of our Post Effective Amendment Number One to the Registration Statement on Form S-2 (No. 333-118528) filed on November 5, 2004, which is incorporated herein by reference.

     

10.2

 

UQM Technologies, Inc. Employee Stock Purchase Plan. Reference is made to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (No. 33-34612), which is incorporated herein by reference.

     

10.3

UQM Technologies, Inc. Stock Option Plan for Non-Employee Directors. Reference is made to Exhibit 10.39 of the Company's Annual Report on Form 10-K (No. 0-9146) for the year ended October 31, 1993, which is incorporated herein by reference.

10.4

 

UQM Technologies, Inc. Amended 2002 Equity Incentive Plan. Reference is made to Exhibit 10.1 of our Current Report on Form 8-K filed on August 12, 2005, which is incorporated herein by reference.

     

10.5

 

Stock Bonus Plan. Reference is made to Exhibit 10.2 of our Current Report on Form 8-K filed on August 12, 2005, which is incorporated herein by reference.

     

10.6*

 

Form of Incentive Stock Option Agreement.

     

10.7*

 

Form of Non-Qualified Stock Option Agreement.

     

10.8*

 

Form of Restricted Stock Agreement.

     

10.9*

 

Employment Agreement with William G. Rankin dated May 5, 2008.

     

10.10*

 

Employment Agreement with Donald A. French dated May 5, 2008.

     

10.11*

 

Employment Agreement with Ronald M. Burton dated September 17, 2007.

     

10.12*

 

Employment Agreement with Jon Lutz dated September 17, 2007.

     

10.13

 

Form of Indemnification Agreement. Reference is made to Exhibit 10.18 of our Annual Report on Form 10-K for the year ended March 31, 2005 (No. 1-10869), which is incorporated herein by reference.

     

21.0

 

Subsidiaries of the Company. Reference is made to Exhibit 21.0 of our Annual Report on Form 10-K for the year ended March 31, 2005 (No. 1-10869), which is incorporated herein by reference.

     

23.1*

 

Consent of Grant Thornton LLP.

     

31.1

 

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     

31.2

 

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act 2002.

* previously filed

 

SIGNATURES

 

 

 

 

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, UQM Technologies, Inc. has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Frederick, Colorado on the 10th day of March, 2009.

 

UQM TECHNOLOGIES, INC.,

a Colorado Corporation

 

   

By:

/s/William G. Rankin

     

  William G. Rankin

     

  Chairman of the Board of Directors

       

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of UQM Technologies, Inc., in the capacities indicated and on the date indicated.

 

 

Signature

Title

Date

/s/William G. Rankin        

  William G. Rankin

Chairman of the Board of Directors and President (Principal Executive Officer)

March 10, 2009

/s/Donald A. French         

  Donald A. French

Treasurer and Secretary (Principal Financial and Accounting Officer)

March 10, 2009

/s/Stephen J. Roy              

  Stephen J. Roy

Director

March 10, 2009

/s/Jerome H. Granrud            

  Jerome H. Granrud

Director

March 10, 2009

/s/Donald W. Vanlandingham    

  Donald W. Vanlandingham

Director

March 10, 2009

/s/Joseph P. Sellinger    

  Joseph P. Sellinger

Director

March 10, 2009