-----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, PTq/1kapsGBKam/rES466MGAd/eeCqfro6lSakHQS///5xF8vk8TQ17m2rG/xGMC ULJN26y1gNmyVBB7fYWuPg== 0000899733-97-000093.txt : 19971022 0000899733-97-000093.hdr.sgml : 19971022 ACCESSION NUMBER: 0000899733-97-000093 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971021 SROS: AMEX SROS: BSE SROS: CSX 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: 0331 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-23843 FILM NUMBER: 97698471 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 POS AM 1 S-3 POST-EFFECTIVE AMENDMENT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3, FILE NO. 333-23843 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) With copies to: Donald A. French Nick Nimmo, Esq. 425 Corporate Circle Holme Roberts & Owen LLP Golden, CO 80401 1700 Lincoln, Suite 4100 (303) 278-2002 Denver, Colorado 80203 (Name, address, including zip code, and (303) 861-7000 telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Post-Effective Amendment. 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 being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please check the following box and list the Securities Act registration statement number of the 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 [ ] PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits 5.1 Opinion of Holme Roberts & Owen LLP as to the shares of common stock being registered and consent to all references made to them in this Prospectus. 23.1* Consent of KPMG Peat Marwick LLP. 23.2* Consent of Horwath and Company (Taiwan) 24. Powers of Attorney. Contained on page II-6 of the original filing of the Registration Statement. - --------------- *Filed with Amendment No. 3 to Registration Statement. 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 20th day of October, 1997. UNIQUE MOBILITY, INC. By /s/ Ray A. Geddes Ray A. Geddes Chief Executive Officer 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 Chairman of the Board /s/ Ray A. Geddes of Directors and Chief Ray A. Geddes Executive Officer October 20, 1997 * Treasurer and Controller Donald A. French (Principal financial and accounting officer October 20, 1997 * Director October 20, 1997 Francis S.M. Hodsoll * President and Director October 20, 1997 William G. Rankin * Director October 20, 1997 H.J. Young * Director October 20, 1997 Joseph B. Richey Director ______, 1997 Lee A. Iacocca - - ------------ * /s/ Ray A. Geddes, Attorney in Fact EX-5.1 2 LEGAL OPINION AND CONSENT EXH. 5.1 -- OPINION AND CONSENT OF HRO [LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE] October 20, 1997 Unique Mobility, Inc. 425 Corporate Circle Golden, CO 80401 Re: Sale of Shares of Common Stock Pursuant to Registration Statement on Form S-3 Gentlemen: We have acted as counsel to Unique Mobility, Inc. (the "Company") in connection with the registration by the Company of 3,754,938 shares of common stock, $.01 par value per share (the "Shares") described in the Registration Statement on Form S-3 of the Company, being filed with the Securities and Exchange Commission concurrently herewith. In such connection we have examined certain corporate records and proceedings of the Company including actions taken by the Company's Board of Directors in respect of the authorization and issuance of the Shares, and such other matters as we deemed appropriate. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold as contemplated by the Registration Statement, will be legally issued, fully paid and non- assessable shares of capital stock of the Company. ` We hereby consent to be named in the Registration Statement and in the Prospectus constituting a part thereof, as amended from time to time, as the attorneys who will pass upon legal matters in connection with the issuance of the Shares, and to the filing of this Opinion as an Exhibit to the aforesaid Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules of the Securities and Exchange Commission. Very truly yours, /s/ Nick Nimmo HOLME ROBERTS & OWEN LLP -----END PRIVACY-ENHANCED MESSAGE-----