- Securities Registration: Employee Benefit Plan (S-8)
September 07 2012 - 5:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
September 7, 2012
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
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84-0579156
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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4120 Specialty Place
Longmont, Colorado 80504
(303) 682-4900
(Address, including zip code and telephone number,
including area code, of registrant's principal executive office)
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UQM Technologies, Inc. Stock Bonus Plan
(Full title of the plan)
Donald A. French, Treasurer
4120 Specialty Place
Longmont, Colorado 80504
(303) 682-4900
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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 definition of "large accelerated filer", "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ]
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Accelerated filer [ X ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to be Registered (1)
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Proposed Maximum Offering Price
Per Share (2)
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Proposed Maximum Aggregate Offering Price (2)
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Amount of Registration Fee
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Common Stock, par value $0.01 per share
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400,000 shares (3)
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$1.00
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$400,000
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$45.84
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of common stock.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended
(the "Securities Act"), based on based upon the average of the high
and low prices of the Registrant's common stock on the NYSE MKT on August
30, 2012.
(3) Increase in the authorized number of shares issuable under the UQM
Technologies, Inc. Stock Bonus Plan.
FORM S-8 PURSUANT TO GENERAL INSTRUCTION E
This Form S-8 is filed with the Securities and Exchange Commission (the
"Commission") pursuant to General Instruction E to Form S-8 to
register an additional 400,000 shares of Common Stock that may be issued to
participants under the UQM Technologies, Inc. Stock Bonus Plan (amended and
restated, effective August 11, 2009), as amended May 9, 2012. The contents of
the earlier Registration Statements on Form S-8, Registration Nos. 333-169000,
333-129241 and 033-24071, are hereby incorporated by reference into this Form
S-8. All capitalized terms not defined herein shall have the same meaning as set
forth in the Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by UQM Technologies, Inc. (the
"Registrant") with the Commission are incorporated by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
March 31, 2012;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2012;
(c) The Registrant's Current Reports on Form 8-K filed with the
Commission on April 17, May 8, June 6, July 13, August 10, and August 15,
2012;
(d) The Registrant's Definitive Proxy Statement on Schedule 14A filed
with the Commission on June 22, 2012 for the Annual Meeting of Shareholders
held on August 8, 2012; and
(e) The description of the Registrant's common stock contained in its
Registration Statement on Form 8-A (file no. 0-9146), as amended.
All reports and other documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered herein 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 hereof from the date of filing of such
documents, excluding any information furnished under Item 7.01 or Item 2.02 of
any Current Report on Form 8-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or replaces such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 8. Exhibits.
The following exhibits are submitted herewith or incorporated by reference
herein.
Exhibit No.
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Description
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4.1
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Amendment to UQM Technologies, Inc. Stock Bonus Plan (incorporated by
reference from Appendix C to the Registrant's Definitive Proxy Statement
on Schedule 14A filed with the Commission on June 22, 2012).
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5.1
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Opinion of Bryan Cave LLP.
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23.1
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Consent of Grant Thornton LLP.
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23.2
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Consent of Bryan Cave LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the
City of Longmont, State of Colorado, on this 6
th
day of September,
2012.
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UQM TECHNOLOGIES, INC.
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By:
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/s/ Donald A. French
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Donald A. French
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Treasurer, Secretary and Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below does hereby make, constitute and
appoint Eric R. Ridenour 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, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature
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Title
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Date
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/s/ William G. Rankin
William G. Rankin
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Chairman of the Board of Directors
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August 29, 2012
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/s/ Eric R. Ridenour
Eric R. Ridenour
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President and Chief Executive Officer
(Principal Executive Officer)
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September 6, 2012
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/s/ Donald A. French
Donald A. French
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Treasurer, Secretary and Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
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September 6, 2012
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/s/ Jerome H. Granrud
Jerome H. Granrud
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Director
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August 22, 2012
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/s/ Stephen J. Roy
Stephen J. Roy
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Director
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August 28, 2012
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/s/ Joseph P. Sellinger
Joseph P. Sellinger
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Director
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August 28, 2012
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/s/ Donald W. Vanlandingham
Donald W. Vanlandingham
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Director
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August 24, 2012
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