S-8

As filed with the Securities and Exchange Commission on November 21, 2002
Registration No. 333-         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UQM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Colorado
(State or Other Jurisdiction of
Incorporation or Organization) 84-0579156
(I.R.S. Employer Identification Number)

 

7501 Miller Drive, Frederick, Colorado     
(Address of principal executive offices) 80530
(Zip Code)

 

UQM Technologies, Inc. 2002 Equity Incentive Plan
(Full title of plan)

Donald A. French, Treasurer 
7501 Miller Drive, Frederick, Colorado     80530
(Name and address of agent for service)

(303) 278-2002
(Telephone number, including area code, of agent for service)

Copy to:
Nick Nimmo, Esq.
Holme Roberts & Owen LLP
1700 Lincoln Street, Suite 4100
Denver, Colorado 80203
(303) 861-7000

CALCULATION OF REGISTRATION FEE

TITLE OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER SHARE (1)	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1)	AMOUNT OF REGISTRATION FEE
Common Stock	1,500,000 shares	$2.64	$3,960,000	$365

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low sales prices of the Registrant's Common
     Stock on November 20, 2002, as reported on the American Stock Exchange.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement on Form S-8 (by incorporation, by
reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by UQM with the SEC are incorporated herein by reference:

- UQM's Annual Report on Form 10-K for the year ended March 31, 2002, filed June 26, 2002;

- UQM's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed August 13, 2002;

- UQM's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed October 29, 2002;

- UQM's Current Reports on Form 8-K filed May 20, 2002 and July 24, 2002;

- the description of UQM's common stock contained in its Form 8-A, file no. 1-10869.

In addition, all documents filed by UQM pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of it from the
respective dates of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 6. Indemnification of Directors and Officers

Article VI of the Bylaws of the Company provides for the indemnification by the Company of each director, officer, employee or agent of the Company and its subsidiaries in connection with any claim, action, suit or proceeding brought or threatened by reason of his position with the Company or any of its subsidiaries, provided that the indemnified party acted in good faith and in a manner he believed to be in the Company's best interest. In addition, Article XI of the Company's Articles of Incorporation provides that to the fullest extent permitted by the Colorado Corporation Code, as the same exists or hereafter shall be amended, a director of the Company shall not be liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director.

Section 7-109-102 of the Colorado Business Corporation Act permits indemnification of a director of a Colorado corporation, in the case of a third party action, if the director (a) conducted himself in good faith, (b) reasonably believed that (i) in the case of conduct in his official capacity, his conduct was in the corporation's best interest, or (ii) in all other cases, his conduct was not opposed to the corporation's best interest, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. The section further provides for mandatory indemnification of directors and officers who are successful on the merits or otherwise in litigation.

The statute limits the indemnification that a corporation may provide to its directors in two key respects. A corporation may not indemnify a director in a derivative action in which the director is held liable to the corporation, or in any proceeding in which the director is held liable on the basis of his improper receipt of a personal benefit. The statute permits a corporation to indemnify and advance litigation expenses to officers, employees and agents who are not directors to a greater extent than directors if consistent with law and provided for by the articles of incorporation, the bylaws, a resolution of directors or shareholders, or a contract between the corporation and the officer, employee or agent.

Item 8.	Exhibits
5.1	Legal Opinion of Holme Roberts & Owen LLP
23.1	Consent of KPMG LLP
23.2	Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to existing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Golden, Colorado, on the 21st day of November, 2002.

UQM TECHNOLOGIES, INC.

By /s/ Donald A. French 
Donald A. French
Treasurer

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  William G. Rankin	Chairman of the Board of Directors and President	November 21, 2002
/s/ Donald A. French  Donald A. French	Treasurer (Principal financial and accounting officer)	November 21, 2002
/s/ Ernest H. Drew  Ernest H. Drew	Director	November 21, 2002
/s/ Stephen J. Roy  Stephen J. Roy	Director	November 21, 2002
/s/ Jerome Granrud  Jerome Granrud	Director	November 21, 2002

EXHIBIT INDEX

ITEM 8.	EXHIBITS
5.1	Legal Opinion of Holme Roberts & Owen LLP
23.1	Consent of KPMG LLP
23.2	Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1

EX-5.1

[LETTERHEAD OF HOLME ROBERTS & OWEN]

November 18, 2002

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: UQM Technologies, Inc.
Form S-8 Registration Statement
2002 Stock Option Plan

Gentlemen:

This firm has acted as counsel to UQM Technologies, 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 1,500,000 shares of the Company's common stock (the "Common Stock"), which may be acquired through participation in the Company's 2002 Stock Option Plan (the "Plan").

We have examined the Company's Articles 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

EX-23.1

Consent of Independent Auditors

The Board of Directors
UQM Technologies, Inc.:

We consent to the use of our report dated May 17, 2002 incorporated by reference in the registration statement on Form S-8 relating to the consolidated balance sheets of UQM Technologies, Inc. and subsidiaries as of March 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended March 31, 2002.

KPMG LLP

Denver, Colorado
November 18, 2002