As filed with the United States Securities and Exchange
Commission on July 24, 2007
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 No.)
|
7501 Miller Drive
Frederick, Colorado 80530
(303) 278-2002
(Address, including zip code and telephone number,
including area code,
of registrant's principal executive office)
Donald A. French, Treasurer
7501 Miller Drive
Frederick, Colorado 80530
(303) 278-2002
(Name, address, including zip code and telephone
number, including area code,
of agent for service)
With a copy to:
Garth B. Jensen, Esq.
Holme Roberts & Owen LLP
1700 Lincoln Street, Suite 4100
Denver, Colorado 80203
(303) 861-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of earlier
effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [
]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [
]
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of Securities
to be Registered
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|
Amount to be
Registered
|
|
Proposed Maximum
Offering Price per
Share(1)
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|
Proposed Maximum
Aggregate Offering
Price
|
|
Amount of
Registration Fee
|
|
Common Stock, par value $0.01
per share
|
|
1,250,000 shares
|
|
$4.18
|
|
$5,225,000
|
|
$161
|
|
(1)
Estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(c), based on the average of
the high and low prices of the registrant's common stock as reported on the
American Stock Exchange on July 23, 2007.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until this
registration statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and the selling shareholders
are not soliciting offers to buy these securities in any state where such offers
are not permitted.
PROSPECTUS SUBJECT TO COMPLETION, JULY 24, 2007
UQM Technologies, Inc.
1,250,000 Shares
Common Stock
This prospectus relates to the offer and sale, from time to time, of up to
1,250,000 shares of UQM Technologies, Inc. common stock by the selling
shareholders named under "Selling Shareholders" beginning on
page 6.
Our common stock is quoted on The American Stock Exchange, or AMEX, under the
symbol "UQM." On July 23, 2007, the last reported sales price of our
common stock on AMEX was $4.18.
The shares are being offered on a continuous basis pursuant to Rule 415
under the Securities Act of 1933. The offered shares may be sold from time to
time at
-
then prevailing market prices;
-
prices relating to prevailing market prices; or
-
negotiated prices.
Such transactions may take place on AMEX, in the over-the-counter market or
otherwise.
We will not receive any proceeds from the selling shareholders' sale of the
shares. We have agreed to bear the expenses in connection with the registration
and sale of the shares and to indemnify the selling shareholders against certain
liabilities, including liabilities under the securities laws. See the
section in this prospectus titled "Plan of Distribution"
beginning on page 7 for additional information on how the selling
shareholders may conduct sales of our common stock.
Investing in our common stock involves risks. See "Risk Factors"
beginning on page 2.
These securities have not been approved or disapproved by the Securities
and Exchange Commission or any state securities commission nor has the
Securities and Exchange Commission or any state securities commission passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus is July __, 2007.
TABLE OF CONTENTS
Prospectus Summary
Risk Factors
Forward-Looking Statements
Use of Proceeds
Selling Security Holders
Plan of Distribution
Where You Can Find More
Information
Incorporation
of Certain Documents by Reference
Legal Matters
Experts
You should rely only on the information and representations contained in this
prospectus or incorporated by reference into this prospectus. We have not
authorized anyone to provide you with any information or representations
different from that contained or incorporated by reference in this prospectus.
The selling shareholders are offering to sell, and seeking offers to buy, shares
of our common stock only in jurisdictions where such offers and sales are
permitted. Neither the delivery of this prospectus, nor any sale made under this
prospectus shall, under any circumstances, imply that the information in this
prospectus is correct as of any date other than the date of this prospectus.
PROSPECTUS SUMMARY
toc
Our Company
UQM Technologies, Inc. ("UQM") is a developer and manufacturer of
energy efficient, power dense, electric motors, generators and power electronic
controllers. Our primary focus is incorporating our advanced technology into
products aimed at existing commercial markets and emerging markets for
electrically propelled vehicles that are expected to experience rapid growth. We
operate our business in two segments: 1) technology - which encompasses the
further advancement and application of our proprietary motors, generators, power
electronics and software; and 2) power products - which encompasses the
manufacture of motors, generators and related products. Our $0.01 par value
common stock trades on the American, Chicago and Pacific stock exchanges under
the symbol "UQM."
Our company's revenue from continuing operations is derived from two
principal sources:
-
funded contract research and development services performed for
strategic partners, customers and the U.S. government directed toward
either the advancement of our proprietary technology portfolio or the
application of proprietary technology to customers' products; and
-
the manufacture and sale of products engineered by us.
We are located at 7501 Miller Drive, Frederick, Colorado 80530, and our
telephone number is (303) 278-2002. Our Internet address is www.uqm.com.
The information on our website is not incorporated by reference into this
prospectus.
The Offering
1,250,000 of the shares offered by this prospectus were issued by UQM in a
private placement of shares of common stock. The private placement closed on
June 30, 2007. We will not receive any proceeds from the selling shareholders'
sale of the shares of common stock.
RISK FACTORS
toc
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not
the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations. If any of the following risks actually occurs, our business,
financial condition or results of operations could be materially adversely
affected.
This prospectus and the documents incorporated by reference also contain
forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in the
forward-looking statements as a result of a number of factors, including the
risks described below and elsewhere in this prospectus.
Our business is subject to a number of risks and uncertainties, many of which
are outside of our control.
We have incurred significant losses and may continue to do so.
We have incurred significant net losses as shown in the following tables:
|
Fiscal Year Ended March 31,
|
|
2007
|
2006
|
2005
|
Net Loss
|
$3,431,357
|
$2,784,970
|
$1,868,896
|
We have had accumulated deficits as follows:
March 31, 2007
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$60,437,115
|
March 31, 2006
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$56,796,847
|
In the future we plan to make additional investments in product development
and commercialization, which is likely to cause us to remain unprofitable.
Our operating losses and working capital requirements could consume our
current cash balances.
Our net loss for the fiscal year ended March 31, 2007 was $3,431,357 versus a
net loss last fiscal year of $2,784,970. At March 31, 2007, our cash and
short-term investments totaled $7,934,005. If our losses continue, operations
could consume some or all of our cash balances. We expect to make additional
investments in human resources, manufacturing facilities and equipment,
production and application engineering, among other things, in order to
effectively compete in the emerging market for electric and hybrid electric
vehicles. We cannot assure, however, that our existing cash resources will be
sufficient to complete our business plan. Should our existing cash resources be
insufficient, we may need to secure additional funding. We cannot assure you,
however, that funding will be available on terms acceptable to us, if at all.
Some of our contracts can be cancelled with little or no notice and could
restrict our ability to commercialize our technology.
Some of our technology has been developed under government funding by United
States government agencies. In some cases, government agencies in the United
States can require us to obtain or produce components for our systems from
sources located in the United States rather than foreign countries. Our
contracts with government agencies are also subject to the risk of termination
at the convenience of the contracting agency and in some cases grant
"march-in" rights to the government. March-in rights are the right of
the United States government or the applicable government agency, under limited
circumstances, to exercise a non-exclusive, royalty-free, irrevocable worldwide
license to any technology developed under contracts funded by the government to
facilitate commercialization of technology developed with government funding.
March-in rights can be exercised if we fail to commercialize the developed
technology. The implementation of restrictions on our sourcing of components or
the exercise of march-in rights by the government or an agency of the government
could restrict our ability to commercialize our technology.
Some of our orders for the future delivery of products are placed under
blanket purchase orders which are cancelable by our customers at any time prior
to the issuance of non-cancelable product release orders which specify product
delivery dates and quantities to be delivered.
We face intense competition in our motor development and may be unable to
compete successfully.
In developing electric motors for use in vehicles and other applications, we
face competition from very large domestic and international companies, including
the world's largest automobile manufacturers. These companies have far greater
resources to apply to research and development efforts than we have, and they
may independently develop motors that are technologically more advanced than
ours. These competitors also have much greater experience in and resources for
marketing their products.
If we fail to develop and achieve market acceptance for our products, our
business may not grow.
We believe our proprietary systems are suited for a wide range of electric
and vehicle electrification applications. We currently expect to make
substantial investments in human resources, manufacturing facilities and
equipment, production and application engineering, among other things, to
capitalize on the anticipated expansion in demand for products related to this
market area. However, our experience in this market area is limited. Our sales
in this area will depend in part on the market acceptance of and demand for our
proprietary propulsion systems and related future products. We cannot be certain
that we will be able to introduce or market our products, develop other new
products or product enhancements in a timely or cost-effective manner or that
our products will achieve market acceptance.
If we are unable to protect our patents and other proprietary technology, we
will be unable to prevent third parties from using our technology, which would
impair our competitiveness and ability to commercialize our products. In
addition, the cost of enforcing our proprietary rights may be expensive and
result in increased losses.
Our ability to compete effectively against other companies in our industry
will depend, in part, on our ability to protect our proprietary technology.
Although we have attempted to safeguard and maintain our proprietary rights, we
do not know whether we have been or will be successful in doing so. We have
historically pursued patent protection in a limited number of foreign countries
where we believe significant markets for our products exist or where potentially
significant competitors have operations. It is possible that a substantial
market could develop in a country where we have not received patent protection
and under such circumstances our proprietary products would not be afforded
legal protection in these markets. Further, our competitors may independently
develop or patent technologies that are substantially equivalent or superior to
ours. We cannot assure that additional patents will be issued to us or, if they
are issued, as to the scope of their protection. Patents granted may not provide
meaningful protection from competitors. Even if a competitor's products were to
infringe patents owned by us, it would be costly for us to pursue our rights in
an enforcement action, it would divert funds and resources which otherwise could
be used in our operations and we cannot assure that we would be successful in
enforcing our intellectual property rights. In addition, effective patent,
trademark, service mark, copyright and trade secret protection may not be
available in every country where we may operate or sell our products in the
future. If third parties assert technology infringement claims against us, the
defense of the claims could involve significant legal costs and require our
management to divert time and attention from our business operations. If we are
unsuccessful in defending any claims of infringement, we may be forced to obtain
licenses or to pay royalties to continue to use our technology. We may not be
able to obtain any necessary licenses on commercially reasonable terms or at
all. If we fail to obtain necessary licenses or other rights, or if these
licenses are costly, our results of operations may suffer either from reductions
in revenues through our inability to serve customers or from increases in costs
to license third-party technologies.
Use of our motors in vehicles could subject us to product liability claims,
and product liability insurance claims could cause an increase in our insurance
rates or could exceed our insurance limits, which could impair our financial
condition, results of operations and liquidity.
Because some of our motors are designed to be used in vehicles, and because
vehicle accidents can cause injury to persons and property, we are subject to a
risk of claims for product liability. We carry product liability insurance of $1
million covering all of our products. If we were to experience a large insured
loss, it might exceed our coverage limits, or our insurance carriers could
decline to further cover us or raise our insurance rates to unacceptable levels,
any of which could impair our financial position and results of operations.
FORWARD-LOOKING STATEMENTS
toc
This prospectus and the documents we incorporate by reference contain
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 prospectus
and the documents we incorporate by reference 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; the adequacy of our cash balances
and liquidity to meet future operating needs; and our ability to issue equity or
debt securities. Important risk factors that could cause actual results to
differ from those contained in the forward-looking statements are listed above
under "Risk Factors."
USE OF PROCEEDS
toc
We will not receive any proceeds from the sale of these shares by the selling
shareholders. The selling shareholders will receive all net proceeds from their
sales of UQM common stock under this prospectus.
SELLING SECURITY HOLDERS
toc
In connection with the private issuances of shares of our common stock to the
private placement selling shareholders listed below, we agreed to file a
registration statement with the Securities and Exchange Commission to register
the shares of our common stock we issued to the selling shareholders, and to
keep the registration statement effective until the earliest to occur of:
-
the date when all Shares covered by such Registration Statement have
been sold, or
-
the date on which the Shares may be sold without any restriction
(including the volume limitations) pursuant to Rule 144(k).
The registration statement of which this prospectus is a part was filed with
the Securities and Exchange Commission pursuant to the securities purchase
agreement we entered into with the selling shareholders on June 30, 2007.
The closing of the private placement occurred on June 30, 2007 and we
issued 1,250,000 shares of our common stock to the private
shareholders.
The following table sets forth, as of July 24, 2007:
(1) the name of each selling shareholder for whom we are registering shares
under this registration statement; (2) the number of shares of our common
stock owned by the selling shareholder prior to this offering; (3) the
number of shares of our common stock being offered pursuant to this prospectus;
and (4) the amount and (if one percent or more) the percentage of the class
to be owned by such selling shareholder after completion of the offering.
This table is prepared based in part on information supplied to us by the
listed selling shareholders. The table assumes that the selling shareholders
sell all of the shares offered under this prospectus. However, because the
selling shareholders may offer from time to time all or some of their shares
under this prospectus, or in another permitted manner, we cannot assure you as
to the actual number of shares that will be sold by the selling shareholders or
that will be held by the selling shareholders after completion of the sales.
Information concerning the selling shareholders may change from time to time and
changed information will be presented in a supplement to this prospectus if and
when necessary and required.
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Beneficial
Ownership After
|
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Number
of
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The
Offering (1)
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Number
of
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Shares
Being
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Private
Placement Selling Shareholders
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Shares
Owned
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Offered
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Number
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Percent
|
|
|
|
|
|
Heartland
Value Fund
|
1,125,000
|
1,125,000
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-
|
-
|
|
|
|
|
|
Turn of
the Tide, LP
|
125,000
|
125,000
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-
|
-
|
|
|
|
|
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TOTAL
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1,250,000
|
1,250,000
|
|
|
|
|
|
|
|
(1)Assumes
all offered are sold
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|
|
|
|
PLAN OF DISTRIBUTION
toc
This registration statement will permit the shares covered hereby to be
freely tradable if the selling shareholders elect to sell such shares. The
selling shareholders, which as used herein includes their pledgees, donees,
transferees or other successors in interest selling shares of common stock or
interests therein received after the date of this prospectus from a selling
shareholder as a gift, pledge, partnership distribution or other transfer, may
offer the shares from time to time. They may sell the shares sold in one or more
transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. The prices will
be determined by the selling shareholders or by agreement between the selling
shareholders and their agents. The selling shareholders may sell the shares on
the American Stock Exchange or in the over-the-counter market or quotation
service or otherwise, at prices and on terms then prevailing or related to the
then-current market price, or in negotiated transactions. They may sell the
shares using one or more of the following methods or other methods, or in any
combination of such methods:
-
to broker-dealers acting as principals;
-
through broker-dealers acting as agents;
-
in block trades;
-
in agency placements;
-
in exchange distributions;
-
in brokerage transactions;
-
through crosses in which the same broker acts as an agent on both
sides of the trade;
-
in privately negotiated transactions;
-
in transactions other than on exchanges or services;
-
through the writing of options, whether the options are listed on an
option exchange or otherwise;
-
in connection with the writing of non-traded and exchange-traded
call options or put options, in hedge transactions and in settlement
of other transactions in standardized over-the-counter options;
-
through the distribution of the shares by any selling shareholder to
its partners, members or shareholders; and
-
by any other method permitted pursuant to applicable law.
The selling shareholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale or other disposition. To the
extent required, we may amend or supplement this prospectus from time to time to
describe a specific plan of distribution. The selling shareholders or the
purchasers of the shares may pay compensation in the form of discounts,
concessions or commissions to broker-dealers or others who act as agents or
principals or both. The amounts of compensation may be negotiated at the time
and may be in excess of customary commissions. Broker-dealers and any other
persons participating in a distribution of the shares may be underwriters as
that term is defined in the Securities Act, and any discounts, concessions or
commissions may be underwriting discounts or commissions under the Securities
Act. The selling shareholders may grant a security interest in shares owned by
them. If the secured parties foreclose on the shares, they may be selling
shareholders. In addition, the selling shareholders may sell short the shares.
This prospectus may be delivered in connection with short sales and the shares
offered may be used to cover short sales.
Any or all of the sales or other transactions involving the shares described
above, whether completed by the selling shareholders, any broker-dealer or
others, may be made using this prospectus. In addition, any shares that qualify
for sale under Rule 144 of the Securities Act may be sold under
Rule 144 rather than by using this prospectus.
If required under the Securities Act, the number of the shares being offered
and the terms of the offering, the names of any agents, brokers or dealers and
any commission with respect to a particular offer will be set forth in a
prospectus supplement. Certain selling shareholders may have other business
relationships with us and our subsidiaries or affiliates in the ordinary course
of business. Some of the agents and their associates may be customers of, engage
in transactions with or perform services for us in the ordinary course of
business.
The selling shareholders also may enter into hedging transactions with
broker-dealers or other financial institutions and the broker-dealers or other
financial institutions may engage in short sales of the shares in the course of
hedging the positions they assume with the selling shareholders. The selling
shareholders may also enter into option or other transactions or the creation of
one or more derivative securities with broker-dealers or other financial
institutions that involve the delivery of the shares to the broker-dealers or
other financial institutions, who may then resell or otherwise transfer the
shares. The selling shareholders may also pledge the shares to a broker-dealer
or other financial institution and the broker-dealer or other financial
institution may sell or otherwise transfer those shares upon a default. Such
counterparties may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders or the purchasers for whom they act as
agent. In effecting sales, broker-dealers or agents engaged by the selling
shareholders may arrange for other broker-dealers to participate.
Under applicable rules and regulations under the Securities Exchange Act of
1934, as amended, any person engaged in the distribution of the shares may not
simultaneously engage in market making activities with respect to our common
stock for a specified period before the commencement of the distribution. In
addition, the selling shareholders will be subject to applicable provisions of
the Exchange Act and the associated rules and regulations under the Exchange
Act, including Regulation M, which provisions may limit the timing of
purchases and sales of shares of our common stock by the selling shareholders.
We will make copies of this prospectus available to the selling shareholders and
have informed the selling shareholders of the need to deliver copies of this
prospectus to purchasers at or before the time of any sale of the shares.
We will bear all costs, expenses and fees in connection with the registration
of the resale of the shares covered by this prospectus. We have agreed to
indemnify the selling shareholders and their officers, directors, agents,
trustees and affiliates, and each underwriter, if any, for liabilities based on
untrue material facts, or omissions of material facts, contained in this
prospectus and for any failure by us to fulfill any undertakings included in the
registration statement of which this prospectus is a part. The selling
shareholders have agreed to indemnify us for liabilities based on untrue
material facts, or omissions of material facts, contained in this prospectus,
but only to the extent that such material fact or omission is made in reliance
on and in conformity with written information furnished by the selling
shareholders specifically for use in preparation of this prospectus. The selling
shareholders will pay any applicable commissions and expenses, brokerage fees or
transfer taxes. The selling shareholders may agree to indemnify any
broker-dealer or agent that participates in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act.
We cannot assure you that the selling shareholders will sell any or all of
the shares offered by them under this prospectus.
WHERE YOU CAN
FIND MORE INFORMATION
toc
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC") under
the Securities Exchange Act of 1934. You may read and copy this information or
obtain copies of this information by mail from the following location at the
SEC:
Public Reference Room
100 F. Street, N.E., Room 1580
Washington, D.C. 20549
You may obtain information on the operation of the Public Reference
Room by calling the SEC at (202) 551-8090. The SEC also maintains an
Internet world wide web site that contains reports, proxy statements and other
information about issuers, like UQM, that file electronically with the SEC. The
address of that site is
http://www.sec.gov
.
We have filed with the SEC a registration statement on Form S-3 that
registers the securities we are offering. The registration statement, including
the attached exhibits and schedules, contains additional relevant information
about us and our securities. The rules and regulations of the SEC allow us to
omit certain information included in the registration statement from this
prospectus.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
toc
The SEC allows us to "incorporate by reference" information into
this prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus, except
for any information that is superseded by information that is included directly
in this document.
This prospectus incorporates by reference the documents listed below that we
have previously filed with the SEC and that are not included in or delivered
with this document. They contain important information about our company and its
financial condition.
(a)
Annual Report on Form 10-K for the year
ended March 31, 2007;
(b)
Current Reports on Form 8-K filed with the
SEC on June 26, 2007; and
(c)
Definitive Proxy Statement on Schedule 14A
filed with the SEC on July 5, 2007 for the Annual Meeting of Shareholders to
be held August 22, 2007.
All documents filed by us pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
herein and to be a part of this prospectus from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
prospectus 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 statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
You can obtain any of the documents incorporated by reference in this
document from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit to
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:
Donald A. French, Treasurer
UQM Technologies, Inc.
7501 Miller Drive
Frederick, Colorado 80530
(303) 278-2002
We have not authorized anyone to give any
information or make any representation about us that is different from, or in
addition to, that contained in this prospectus or in any of the materials that
we have incorporated by reference into this document. Therefore, if anyone does
give you information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
securities offered by this document are unlawful, or if you are a person to whom
it is unlawful to direct these types of activities, then the offer presented in
this document does not extend to you.
LEGAL MATTERS
toc
The validity of the shares of UQM common stock offered by this prospectus
will be passed on for us by Holme Roberts & Owen LLP, Denver, Colorado.
EXPERTS
toc
The consolidated financial statements and management's assessment of the
effectiveness of internal control over financial reporting incorporated by reference in this
prospectus and elsewhere
in the registration statement, have been audited by Grant Thornton LLP,
independent registered public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said reports.
UQM Technologies, Inc.
7501 Miller Drive
Frederick, Colorado 80530
(303) 278-2002
PROSPECTUS
1,250,000
Shares
Common Stock
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses payable by the Registrant in
connection with the issuance and distribution of the securities, other than
underwriting discounts and commissions. The Registrant will bear all of such
expenses. All the amounts shown are estimates, except the registration fee.
Registration fee
|
|
$
|
161
|
Fees and expenses of accountants
|
|
|
5,000
|
Fees and expenses of counsel to the Registrant
|
|
|
5,000
|
Printing and engraving
|
|
|
500
|
Miscellaneous
|
|
|
339
|
|
|
|
|
Total
|
|
$
|
11,000
|
|
|
|
ITEM 15. 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. Section 7-109-103 further provides for mandatory
indemnification of directors and officers who are successful on the merits or
otherwise in litigation.
The Act 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 Act 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 16. EXHIBITS.
Exhibit No.
|
|
Description
|
5.1
|
|
Opinion of Holme Roberts & Owen LLP.
|
23.1
|
|
Consent of Grant Thornton LLP.
|
23.2
|
|
The consent of Holme Roberts & Owen LLP is included in
Exhibit 5.1.
|
ITEM 17. UNDERTAKINGS.
The 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 the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information in
the 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 Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section
do not apply if the registration statement is on Form S-3 or Form
F-3 and the information required to be included in a posteffective
amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by UQM pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the
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.
(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included
in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
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 the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act 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 Act and will be governed by the final adjudication of
such issue.
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Frederick, State of Colorado, on the 24th day of
July, 2007.
|
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 (Principal Executive Officer)
|
July 24, 2007
|
/s/ Donald A. French
Donald A. French
|
Treasurer and Secretary (Principal Financial and Accounting Officer)
|
July 24, 2007
|
/s/ Ernest H. Drew
Ernest H. Drew
|
Director
|
July 20, 2007
|
/s/ Stephen
Roy
Stephen J. Roy
|
Director
|
July 19, 2007
|
/s/ Donald W. Vanlandingham
Donald W. Vanlandingham
|
Director
|
July 20, 2007
|
/s/
Jerome H. Granrud
Jerome H. Granrud
|
Director
|
July 20, 2007
|
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