-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FjUtqy1RqaHN3+R1JD+pz3I3prExJ5EVX0TdEgxKv8PVetsMmezmplZf9zmxi0Zn HqilPn9vC1Am79+RKKcKhg== 0000899733-99-000119.txt : 19991018 0000899733-99-000119.hdr.sgml : 19991018 ACCESSION NUMBER: 0000899733-99-000119 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991015 EFFECTIVENESS DATE: 19991015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIQUE MOBILITY INC CENTRAL INDEX KEY: 0000315449 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 840579156 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-92288 FILM NUMBER: 99728968 BUSINESS ADDRESS: STREET 1: 425 CORPORATE CIRCLE CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3032782002 MAIL ADDRESS: STREET 1: 425 CORPORATE CIRCLE CITY: GOLDEN STATE: CO ZIP: 80401 S-8 POS 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 to FORM S-8, REGISTRATION NO. 33-92288 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNIQUE MOBILITY, 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.) 425 Corporate Circle Golden, CO 80401 (303) 278-2002 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) UNIQUE MOBILITY, INC. 1992 STOCK OPTION PLAN -------------------------------------------- (Full title of the Plan) Donald A. French With copies to: 425 Corporate Circle Nick Nimmo, Esq. Golden, CO 80401 Holme Roberts & Owen LLP (303) 278-2002 1700 Lincoln, Suite 4100 (Name, address, including zip code, and Denver, Colorado 80203 telephone number, including area code, (303) 861-7000 of agent for service) CALCULATION OF REGISTRATION FEE Title of Amount Proposed Maximum Proposed Maxi- Amount of Securities to be to be Offering Price mum Aggregate Registration Registered Registered Per Share Offering Price Fee - ------------------ ------------ ---------------- -------------- ------------ Common Stock, 2,000,000 $4.00(1) $8,000,000 $2,224(2) $.01 Par Value (1) Computed in accordance with Rule 457(h). (2) The Registrant has previously registered an aggregate of 3,000,000 shares and has previously paid a registration fee of $1,434. Pursuant to Instruction E to Form S-8, the additional $2,224 registration fee is paid with respect to the additional 2,000,000 shares registered hereby. AMENDMENT The contents of the earlier Registration Statement on Form S-8, Registration No. 33-92288, are hereby incorporated by reference. Part II of Form S-8 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 8 EXHIBITS -------- Exhibit Description - ------- ----------- 5.1 Opinion of Holme Roberts & Owen LLP as to the legality of the securities being registered, including consent. 23.1 Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1). 23.2 Consent of Independent Auditors SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Golden, Colorado on the 15th day of October, 1999. UNIQUE MOBILITY, INC. By /s/ Donald A. French Donald A. French Treasurer and Chief Financial Officer 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 President, Chief Executive William G. Rankin Officer and Director October 7, 1999 Chairman of the Board /s/ Ray A. Geddes of Directors Ray A. Geddes October 8, 1999 /s/ Donald A. French Treasurer Donald A. French (Principal financial and accounting officer October 7, 1999 /s/ Joseph B. Richey Director October 8, 1999 Joseph B. Richey /s/ Ernest H. Drew Director October 9, 1999 Ernest H. Drew /s/ Michael G. Franklin Vice President/Electronic Michael G. Franklin Manufacturing and Director October 7, 1999 EX-5.1 2 HRO OPINION [LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE] October 12, 1999 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Unique Mobility, Inc. Form S-8 Registration Statement 1992 Stock Option Plan Gentlemen: This firm has acted as counsel to Unique Mobility, 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 2,000,000 shares of the Company's common stock, $.01 par value (the "Common Stock"), which may be acquired through participation in the Company's 1992 Stock Option Plan (the "Plan"). We have examined the Company's Certificate 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-23.2 3 KPMG CONSENT Consent of Independent Auditors The Board of Directors and Stockholders Unique Mobility, Inc.: Our report dated June 4, 1999, states that we did not audit the financial statements of Taiwan UQM Electric Co., Ltd. (a 38.25% percent owned investee company). The financial statements of Taiwan UQM Electric Co., Ltd. were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Taiwan UQM Electric Co., Ltd. for the years ended March 31, 1999 and 1998 is based solely on the report of the other auditors. We consent to the incorporation by reference in the registration statement on Form S-8 of Unique Mobility, Inc. of our report dated June 4, 1999 relating to the consolidated balance sheets of Unique Mobility, Inc. and subsidiaries as of March 31, 1999 and 1998, and the related consolidated statements of operations, stockholders' equity and comprehensive income (loss), and cash flows for the years ended March 31,1999 and 1998, the five months ended March 31, 1997 and the year ended October 31, 1996, which report appears in the March 31, 1999 Annual Report on Form 10-K of Unique Mobility, Inc. and to the reference to our firm under the heading "Experts" in the registration statement and prospectus. KPMG LLP Denver, Colorado October 14, 1999 -----END PRIVACY-ENHANCED MESSAGE-----