-----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, KtlavTrE4Rc/JO5JcF+QJuATw+XNCyn+7W+NSGHkr4GrwRhFF06KVLcNg2tKGBbB ZEwft9BrE/8LqFyKaX3s/w== 0000315449-97-000008.txt : 19970428 0000315449-97-000008.hdr.sgml : 19970428 ACCESSION NUMBER: 0000315449-97-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961031 FILED AS OF DATE: 19970425 SROS: AMEX SROS: BSE SROS: PSE 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: 1031 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10869 FILM NUMBER: 97586909 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 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended October 31, 1996 [ ] Transition Report Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 Commission file number 1-10869 401(K) Savings Plan of Unique Mobility, Inc. (Full Title of the Plan) Unique Mobility, Inc. (Name of Issuer of Securities held pursuant to the Plan) 425 Corporate Circle, Golden, Colorado 80401 (Address of Issuer's Principal Executive Office) REQUIRED INFORMATION 1. Statements of Net Assets Available for Participant Benefits, October 31, 1996 and 1995. 2. Statements of Changes in Net Assets Available for Participant Benefits, years ended October 31, 1996, 1995 and 1994. 3. Notes to Financial Statements. 4. Consent of KPMG Peat Marwick LLP. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the administrators of the Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 24, 1997 401 (k) Savings Plan of Unique Mobility, Inc. By: /s/ Titus Herschberger Titus Herschberger Plan Administrative Committee Chairman By: /s/ John Allen John Allen Plan Administrative Committee Member By: /s/ Elaine England Elaine England Plan Administrative Committee Member Independent Auditors' Report The Administrative Committee 401(k) Savings Plan of Unique Mobility, Inc.: We have audited the accompanying statements of net assets available for participant benefits of the 401(k) Savings Plan of Unique Mobility, Inc. as of October 31, 1996 and 1995, and the related statements of changes in net assets available for participant benefits for each of the years in the three-year period ended October 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for participant benefits of the 401(k) Savings Plan of Unique Mobility, Inc. as of October 31, 1996 and 1995, and the changes in those net assets for each of the years in the three-year period ended October 31, 1996 in conformity with generally accepted accounting principles. /s/ KPMG Peat Marwick LLP Denver, Colorado April 8, 1997 401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC. Statements of Net Assets Available for Participant Benefits October 31, 1996 and 1995 - -----------------------------------------------------------
Assets: 1996 1995 Investments, at fair value (note 4): Mutual Funds (cost $1,323,889 in 1996 and $941,950 in 1995) $ 1,445,645 1,012,826 Unique Mobility, Inc. common stock (cost $31,930 in 1996 and $41,144 in 1995) 36,149 36,148 Loans to participants (cost $93,337 in 1996 and $85,341 in 1995) 93,337 85,341 1,575,131 1,134,315 Receivables: Employer contributions 28,136 25,414 Participant contributions 7,343 7,495 35,479 32,909 Net assets available for participant benefits $ 1,610,610 1,167,224 See accompanying notes to financial statements.
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC. Statements of Changes in Net Assets Available for Participant Benefits Years Ended October 31, 1996, 1995 and 1994 - -----------------------------------------------------------
1996 1995 1994 Contributions: Employer $ 90,749 98,878 95,028 Participants 146,080 168,000 144,126 236,829 266,878 239,154 Investment income: Interest 12,773 7,535 5,197 Dividends 59,030 38,873 23,995 Net realized gains (losses) on disposition of investments 52,364 (1,842) (9,611) Net unrealized appreciation (depreciation) in fair value of investments 129,880 90,127 (12,033) 254,047 134,693 7,548 Benefits paid to participants (47,490) (23,901) (124,771) Net increase 443,386 377,670 121,931 Net assets available for participant benefits: Beginning of year 1,167,224 789,554 667,623 End of year $ 1,610,610 1,167,224 789,554
See accompanying notes to financial statements. 401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC. Notes to Financial Statements October 31, 1996 and 1995 - ----------------------------------------------------------- (1) Plan Description Effective November 1, 1989, Unique Mobility, Inc. (Unique or the Company) established the 401(k) Savings Plan of Unique Mobility, Inc. (the Plan) and related trust for the benefit of eligible employees. The Board of Directors of Unique appointed an administrative committee to be the plan administrator (Plan Administrator) which is responsible for the management and operation of the Plan. The Plan is a defined contribution plan to which participants may contribute up to 15% of their compensation, on a pre-tax basis or an after-tax basis, subject to certain limitations. The contributions are invested, at the direction of the participant, in various investment options offered by the Plan, including the Company's common stock. Employees who have attained the age of 18 years will become eligible to participate on the first day of the month coincident with or next following the first to occur of (a) the date the employee completes a six consecutive month period and at least 1,000 hours of service or (b) the date the employee completes a twelve consecutive month period and accumulates at least 1,000 hours of service. The Company matches participant contributions on a dollar-for-dollar basis on the first 5% of the participant's compensation and 25% of participant contributions for contributions in excess of 5%. Company matching contributions are funded quarterly. The Board of Directors of the Company may authorize additional discretionary contributions. Employees may contribute rollover contributions from another qualified plan into the Plan regardless of whether the employee has elected to make participant contributions. Upon participation in the Plan, a participant may direct contributions in 10 percent increments into the Plan's investment options. Effective November 1995 the names of the mutual funds available for investments were revised. The Plan's investment options, including the former name of the mutual funds, and the number of participants in each investment option at October 31, 1996 are as follows:
Number of Investment Options Former Name Participants Oppenheimer Cash Reserves A Quest for Value Cash Reserve Fund 9 Oppenheimer Quest for Value Fund, Inc. A Quest for Value Fund 38 Oppenheimer Quest Small Cap Value Fund A Quest for Value Capitalization Fund 28 Oppenheimer Quest Opportunity Value Fund A Quest for Value Opportunity Fund 25 Oppenheimer U.S. Government Trust A Quest for Value U.S. Government Income Fund 11 Unique Mobility, Inc. common stock Unique Mobility, Inc. common stock 13
Participant contributions are fully vested at all times. Vesting of Company contributions and the earnings thereon is based on years of continuous service, as follows: Nonforfeitable Years of service vested percentage 1 33 1/3% 2 66 2/3% 3 100% 401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC. Notes to Financial Statements, Continued - ----------------------------------------------------------- Forfeitures, which totaled $273, $1,676, and $2,125 for the years ended October 31, 1996, 1995 and 1994, respectively, are allocated to the accounts of remaining participants. Payment of plan benefits are made upon the participant attaining normal retirement age (65), disability, death, or termination of employment. Benefits are distributed to a participant or his or her designated beneficiary in a lump sum payment. Participants may withdraw up to 100% of their after-tax contributions account balance upon request and up to 100% of their salary reduction contribution account upon establishing financial hardship. Although the Company has not expressed an intent to terminate the Plan, it may do so at any time. Upon termination (or partial termination) of the Plan or complete discontinuance of Company contributions, the balances of all affected participants in the Plan shall become fully vested. All expenses of administration of the Plan may be paid by the Plan unless paid by the Company. For the years ended October 31, 1996, 1995 and 1994 the Company has paid for all administrative expenses of the Plan. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The Plan's financial statements are prepared on the accrual basis of accounting. (b) Investments Investments in mutual funds and Unique common stock are recorded at quoted market prices. Investment transactions are recorded on the date of purchase or sale (trade date). Cost of investments is based upon the previous year end market value plus current year purchases. Cost of investments sold are determined on a first-in, first-out basis. Loans to plan participants are recorded at cost which approximates fair value. The maximum terms of the loans are generally five years. Monthly interest payments by participants are based on rates determined by the Plan Administrator. The interest rates on the loans range from 8% to 11%. The loans are secured by the participants' account balances and are limited to the lessor of $50,000 or 50% of the amount vested in the participant's account. (c) Payment of Benefits Benefits are recorded when paid. For financial statement reporting purposes, benefits payable are not accrued and are considered as part of net assets available for participant benefits. There were no benefits payable to participants who have withdrawn from participation in the Plan at either October 31, 1996 and 1995. 401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC. Notes to Financial Statements, Continued - ----------------------------------------------------------- (d) Reclassifications Certain reclassifications have been made to the year ended October 31, 1995 and 1994 amounts to conform with the year ended October 31, 1996 presentation. (e) Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that effect the reported amounts of assets at the date of the financial statements and the reported amount of contributions, investment income and benefits paid during the reporting period. Actual results could differ from those estimates. (3) Tax Status The Plan and related trust are intended to comply with the provisions of the Internal Revenue Code of 1986 (the Code), as amended, and the Employee Retirement Income Security Act of 1974, as amended. The Plan received a favorable determination letter from the IRS dated March 25, 1992 evidencing that it is qualified and that the trust established under the Plan is tax-exempt, under the appropriate sections of the Code. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Except for participant after-tax contributions, participants are not subject to income taxes on contributions or other accumulations in their account until a distribution is made from the Plan. 401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC. Notes to Financial Statements, Continued - ----------------------------------------------------------- (4) Investments Investments at October 31, 1996 and 1995 are summarized as follows:
1996 Shares, Market units, value per or principal share or unit amounts Fair value Mutual Funds, at market: Oppenheimer Cash Reserves A $ 1.00 112,595 $ 112,595 Oppenheimer Quest Value Fund, Inc. A 17.30 29,966 518,412 Oppenheimer Quest Small Cap Value Fund A 19.03 16,092 306,225 Oppenheimer Quest Opportunity Value Fund A 29.89 11,890 355,399 Oppenheimer U.S. Government Trust A 9.45 16,192 153,014 1,445,645 Unique Mobility, Inc. common stock, at market 4.625 7,816 36,149 Loans to participants, at cost - 93,337 93,337 $ 1,575,131
1995 Shares, Market units, value per or principal share or unit amounts Fair value Mutual Funds, at market: Quest for Value Cash Reserve Fund $ 1.00 8,890 $ 8,890 Quest for Value Fund 14.51 28,311 410,798 Quest for Value Capitalization Fund 17.31 14,558 251,999 Quest for Value Opportunity Fund 24.59 8,944 219,936 Quest for Value U.S. Government Income Fund 11.27 10,754 121,203 1,012,826 Unique Mobility, Inc. common stock, at market 3.6875 9,803 36,148 Loans to participants, at cost - 85,341 85,341 $ 1,134,315
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC. Notes to Financial Statements, Continued - ----------------------------------------------------------- (5) Funds Summary The statement of net assets available for participant benefits by investment option as of October 31, 1996 is as follows:
Oppenheimer Oppenheimer Unique Oppenheimer Oppenheimer Oppenheimer Quest U.S. Mobility, Inc. Loans to Cash Quest Value Quest Small Opportunity Government Company Total participants Reserves A Fund,Inc. A Cap Fund A Value Fund A Trust A Stock Assets: Investments: Mutual Funds $ 1,445,645 - 112,595 518,412 306,225 355,399 153,014 - Unique Mobility, Inc. common stock 36,149 - - - - - - 36,149 Loans to participants 93,337 93,337 - - - - - - 1,575,131 93,337 112,595 518,412 306,225 355,399 153,014 36,149 Receivables: Employer contributions 28,136 - 2,828 10,027 5,350 5,418 3,145 1,368 Participant contribution 7,343 - 1,075 2,452 1,197 1,296 690 633 35,479 - 3,903 12,479 6,547 6,714 3,835 2,001 Net assets available for participant benefits $ 1,610,610 93,337 116,498 530,891 312,772 362,113 156,849 38,150
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC. Notes to Financial Statements, Continued - ----------------------------------------------------------- (5) Funds Summary (continued) The statement of net assets available for participant benefits by investment option as of October 31, 1995 is as follows:
Quest for Quest for Quest for Quest for Unique Value Cash Value Value Value U.S. Mobility, Inc. Loans to Reserve Quest for Capitalization Opportunity Government Common Total participants Fund Value Fund Fund Fund Income Fund Stock Assets: Investments: Mutual Funds $ 1,012,826 - 8,890 410,798 251,999 219,936 121,203 - Unique Mobility, Inc. common stock 36,148 - - - - - - 36,148 Loans to participants 85,341 85,341 - - - - - - 1,134,315 85,341 8,890 410,798 251,999 219,936 121,203 36,148 Receivables: Employer contributions 25,414 - 1,003 9,028 6,174 4,678 2,427 2,104 Participant contributions 7,495 - - 3,203 1,716 1,501 688 387 32,909 - 1,003 12,231 7,890 6,179 3,115 2,491 Net assets available for participant benefits $ 1,167,224 85,341 9,893 423,029 259,889 226,115 124,318 38,639
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC. Notes to Financial Statements, Continued - ----------------------------------------------------------- (5) Funds Summary (continued) The statement of changes in net assets available for participant benefits by investment option for the year ended October 31, 1996 is as follows:
Oppenheimer Oppenheimer Unique Oppenheimer Oppenheimer Oppenheimer Quest U.S. Mobility, Inc. Loans to Cash Quest Value Quest Small Opportunity Government Company Total participants Reserves A Fund,Inc. A Cap Fund A Value Fund A Trust A Stock Contributions: Employer $ 90,749 - 3,627 33,689 16,810 20,750 11,008 4,865 Participants 146,080 - 11,337 52,917 26,810 33,580 15,071 6,365 236,829 - 14,964 86,606 43,620 54,330 26,079 11,230 Investment income: Interest 12,773 8,828 3,945 - - - - - Dividends 59,030 - - 28,594 16,778 4,061 9,408 189 Net realized gains (losses) on disposition of investments 52,364 - - 31,973 2,760 11,842 (2,190) 7,979 Net unrealized appreciation (depreciation) in fair value of investments 129,880 - - 57,533 21,878 44,265 1,985 4,219 254,047 8,828 3,945 118,100 41,416 60,168 9,203 12,387 Benefits paid to participants (47,490) - (542) (39,436) (1,213) (3,368) (2,931) 0 Transfers - (832) 88,238 (57,408) (30,940) 24,868 180 (24,106) Net increase (decrease) 443,386 7,996 106,605 107,862 52,883 135,998 32,531 (489) Net assets available for participant benefits: Beginning of year 1,167,224 85,341 9,893 423,029 259,889 226,115 124,318 38,639 End of year $ 1,610,610 93,337 116,498 530,891 312,772 362,113 156,849 38,150
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC. Notes to Financial Statements, Continued - ----------------------------------------------------------- (5) Funds Summary (continued) The statement of changes in net assets available for participant benefits by investment option for the year ended October 31, 1995 is as follows:
Quest for Quest for Quest for Quest for Unique Value Cash Value Value Value U.S. Mobility, Inc. Loans to Reserve Quest for Capitalization Opportunity Government Company Total participants Fund Value Fund Fund Fund Income Fund Stock Contributions: Employer $ 98,878 - 1,792 35,233 27,109 18,308 10,754 5,682 Participants 168,000 - 2,849 65,020 41,187 37,318 14,226 7,400 266,878 - 4,641 100,253 68,296 55,626 24,980 13,082 Investment income: Interest 7,535 6,939 596 - - - - - Dividends 38,873 - - 24,209 5,566 4,258 4,703 137 Net realized gains (losses) on disposition of investments (1,842) - - (5,045) 1,696 1,860 (83) (270) Net unrealized appreciation (depreciation) in fair value of investments 90,127 - - 51,459 13,306 32,271 3,893 (10,802) 134,693 6,939 596 70,623 20,568 38,389 8,513 (10,935) Benefits paid to participants (23,901) (1,428) (1,616) (4,468) (9,554) (4,499) (1,994) (342) Transfers - 13,026 (3,837) (73,525) (37,004) 23,621 79,415 (1,696) Net increase (decrease) 377,670 18,537 (216) 92,883 42,306 113,137 110,914 109 Net assets available for participant benefits: Beginning of year 789,554 66,804 10,109 330,146 217,583 112,978 13,404 38,530 End of year $ 1,167,224 85,341 9,893 423,029 259,889 226,115 124,318 38,639
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC. Notes to Financial Statements, Continued - ----------------------------------------------------------- (5) Funds Summary (continued) The statement of changes in net assets available for participant benefits by investment option for the year ended October 31, 1994 is as follows:
Quest for Quest for Quest for Quest for Unique Value Cash Value Value Value U.S. Mobility, Inc. Loans to Reserve Quest for Capitalization Opportunity Government Company Total participants Fund Value Fund Fund Fund Income Fund Stock Contributions: Employer $ 95,028 - 1,840 40,895 31,232 13,268 1,434 6,359 Participants 144,126 - 2,943 62,326 44,832 20,833 2,423 10,769 239,154 - 4,783 103,221 76,064 34,101 3,857 17,128 Investment income: Interest 5,197 4,690 507 - - - - - Dividends 23,995 - - 10,101 10,463 2,519 800 112 Net realized gains (losses) on disposition of investments (9,611) - - (2,877) (2,362) (194) (120) (4,058) Net unrealized appreciation (depreciation) in fair value of investments 12,033 - - 7,528 (7,461) 5,460 (1,208) (16,352) 7,548 4,690 507 14,752 640 7,785 (528) (20,298) Benefits paid to participants (124,771) (10,450) (47,761) (21,817) (29,980) (2,249) - (12,514) Transfers - 13,785 (3,347) (20,589) 38,292 (7,725) (5,698) (14,718) Net increase (decrease) 121,931 8,025 (45,818) 75,567 85,016 31,912 (2,369) (30,402) Net assets available for participant benefits: Beginning of year 667,623 58,779 55,927 254,579 132,567 81,066 15,773 68,932 End of year $ 789,554 66,804 10,109 330,146 217,583 112,978 13,404 38,530
Consent of Independent Auditors The Board of Directors and Stockholders Unique Mobility, Inc.: We consent to incorporation by reference in the registration statements (Nos. 33-47454 and 33-34613) on Form S-8 of Unique Mobility, Inc. of our report dated April 8, 1997, relating to the statements of net assets available for participant benefits of the 401(k) Savings Plan of Unique Mobility, Inc. as of October 31, 1996 and 1995, and the related statements of changes in net assets available for participant benefits for each of the years in the three-year period ended October 31, 1996, which report appears in the October 31, 1996, annual report on Form 11- K of the 401(k) Savings Plan of Unique Mobility, Inc. /s/ KPMG Peat Marwick LLP Denver, Colorado April 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----