8-K

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

          November 1, 2004          

Date of Report

(Date of earliest event reported)

                      UQM Technologies, Inc.                     

(Exact name of registrant as specified in its charter)

               1-10869              

(Commission file number)

             Colorado                                 84-0579156       

(State or other jurisdiction              (I.R.S. Employer   

       of incorporation)                         Identification No.)  

 7501 Miller Drive, Frederick, Colorado 80530 

(Address of principal executive offices)

                             (303) 278-2002                             

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

This Current Report on Form 8-K is filed by UQM Technologies, Inc., a Colorado corporation (the "Registrant"), in connection with the matters described herein.

Item  1.01 Entry into a Material Definitive Agreement

        We have entered into an Underwriting Agreement dated November 1, 2004 with IBS Holding Corporation   (d/b/a I-Bankers Securities), Newbridge Securities Corporation and Neidiger Tucker Bruner Inc., as representatives of an underwriting group, relating to the offering and sale of our common stock in a public offering registered on Form S-2 with the Securities and Exchange Commission, Registration No. 333-118528.  In the Underwriting Agreement, we agreed to sell to the underwriters, and the underwriters agreed to purchase from us, the aggregate number of shares of common stock set forth opposite their names below, at a price of $2.15 per share, less an underwriting discount of $0.1935 per share:

Underwriter	Number of Shares
IBS Holding Corporation   (d/b/a I-Bankers Securities)	1,150,000
Newbridge Securities Corporation	1,150,000
Neidiger Tucker Bruner Inc.	350,000
Maxim Group, LLC	200,000
S.W. Bach & Company	200,000
Gunn Allen Financial, Inc.	100,000
Joseph Gunnar & Co., LLC	100,000
Noble International Investments, Inc.	100,000
Pali Capital, Inc.	100,000
vFinance Investments, Inc.	100,000
Bathgate Capital Partners, LLC	50,000
Total	3,600,000

The sale closed on November 5, 2004.

In the underwriting agreement, we agreed to issue to the underwriters warrants to purchase a number of shares of common stock equal to 10% of the aggregate amount of common stock sold by the underwriters. The warrants shall be exercisable for a period of four years and shall have an exercise price of 120% of the offering price attributable to such shares. The underwriters will not be entitled to cashless exercise of the warrants but will be granted customary "piggyback" registration rights with respect to the shares obtained upon exercise of the warrants. The warrants will be restricted from sale, transfer, assignment or hypothecation for a period of one year from the effective date of the offering, except to officers or partners (but not directors) of the agent and members of the selling group.  On closing of the sale of stock pursuant to the Underwriting Agreement, we issued warrants to the underwriters for 360,000 shares.

The underwriters have an option, exercisable within 30 days after the date of the Underwriting Agreement, to purchase up to an aggregate of 540,000 additional shares of common stock at the same price less the underwriting discount. The underwriters may exercise this option solely to cover over-allotments.

In the Underwriting Agreement, we agreed that:

- we will pay our expenses related to the offering, which we estimate will be $226,000;

- we will reimburse the underwriters for their direct expenses, including postage, telephone, travel, transportation and other similar expenses; and

- we agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Further, if we issue securities in a subsequent financing within 12 months of the closing of this offering, and an investor in that offering is one that was introduced to us in this offering by the underwriters, then the underwriters will have the right of first refusal to act as agent for those investors.

Item 8.01 Other Events.

On November 1, 2004, we issued the press release attached as Exhibit 99.1 announcing the completion of the stock offering described above.

Item 9.01 Financial Statements and Exhibits.

Exhibits

1.1	Underwriting Agreement dated November 1, 2004.   Reference is made to Exhibit 1.1 of the Company's Post-Effective Amendment 1 to Registration Statement on Form S-2, Registration No. 333-118528, filed  November 5, 2004,  which is incorporated herein by reference.
4.2	Form of Warrant.  Reference is made to Exhibit 4.2 of the Company's Post-Effective Amendment 1 to Registration Statement on Form S-2, Registration No. 333-118528, filed  November 5, 2004,  which is incorporated herein by reference.
99.1	Press Release.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

November 5, 2004	UQM Technologies, Inc., Registrant
	/s/ Donald A. French
	Donald A. French, Treasurer
	(Principal Financial and Accounting Officer)

EX-99

Press Release
UQM Technologies, Inc. 7501 Miller Drive Frederick, CO 80530	Contact: John Baldissera BPC Financial Marketing    (800) 368-1217      or Donald A. French, Treasurer    (303) 278-2002

UQM Technologies Announces Completion of Secondary Offering of $7.7 Million

FREDERICK, COLORADO, NOVEMBER 1, 2004…UQM TECHNOLOGIES, INC. (AMEX:UQM), a developer of alternative energy technologies, announced today that it has completed a secondary offering of 3,600,000 shares of common stock to investors in North America and Europe. Cash proceeds to the Company, before deducting underwriting commissions and expenses of the offering, will be $7.74 million. I-Bankers Securities Incorporated, Newbridge Securities Corporation and Neidiger Tucker Bruner Inc. served as underwriters for the offering. The transaction is expected to close November 5, 2004.

Cash proceeds from the transaction are expected to be used for general corporate purposes, including working capital and other business opportunities.

A copy of the prospectus relating to the offering may be obtained from the underwriters.

This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

UQM Technologies, Inc. is a developer and manufacturer of power dense, high efficiency electric motors, generators and power electronic controllers for the automotive, aerospace, medical, military and industrial markets. A major emphasis of the Company is developing products for the alternative energy technologies sector including propulsion systems for electric, hybrid electric and fuel cell electric vehicles, 42-volt under-the-hood power accessories and other vehicle auxiliaries and distributed power generation applications. The Company's headquarters, engineering and product development center, and motor manufacturing operation are located in Frederick, Colorado. For more information on the Company, please visit its worldwide website at www.uqm.com.

This press release contains statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements appear in a number of places in this press release and include statements regarding our plans, beliefs or current expectations, including those plans, beliefs and expectations of our officers and directors with respect to, among other things the development of markets for our products. Important Risk Factors that could cause actual results to differ from those contained in the forward- looking statements are contained in our Form S-2A filed October 29, 2004 and is available through our website at www.uqm.com or at www.sec.gov.