-----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, IDZ/Fy3E16NgKFOnvRtj2YAACKLm0bItYf7tIUiLdcVAFkv+O+H/NcWhXvV4H/mo 83Mapv0bjdXPG3+IvfvQBg== 0000950152-97-003030.txt : 19970423 0000950152-97-003030.hdr.sgml : 19970423 ACCESSION NUMBER: 0000950152-97-003030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970421 SROS: NONE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31855 FILM NUMBER: 97584379 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALCAN ALUMINIUM LTD /NEW CENTRAL INDEX KEY: 0000004285 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1188 SHERBROOKE ST WEST CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148488000 SC 13D/A 1 ALCAN ALUMINUM LTD./UNIQUE MOBILITY / SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDED AND RESTATED SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* UNIQUE MOBILITY, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 909154 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) P.K. Pal, Esq., Alcan Aluminium Limited 1188 Sherbrooke Street West Montreal, Quebec, CANADA H3A 3G2 (514) 848-8000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 4, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Amended and Restated Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - ------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page) (Page 1 of 13 Pages) 2
- ---------------------------------------------------------------------------------------------- CUSIP No. 909154 10 6 13D Page 2 of 13 Pages -------------- ---- ---- - ---------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alcan Aluminium Limited - ---------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ---------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO - ---------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - ---------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,401,925 --------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY --------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING PERSON WITH 1,401,925 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ---------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,401,925 - ---------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] - ---------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.7% - ---------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ---------------------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT!
3 AMENDED AND RESTATED SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 909154 10 6 Page 3 of 13 Pages - ------------------------------------------------------------------------------- AMENDED AND RESTATED SCHEDULE 13D This Amendment No. 8 amends and restates in its entirety the information contained in the Statement on Schedule 13D filed by Alcan Aluminium Limited ("Alcan") on June 17, 1988, as amended by Amendment No. 1 to the Statement filed by Alcan on June 29, 1988, Amendment No. 2 to the Statement filed by Alcan on August 12, 1991, Amendment No. 3 to the Statement filed by Alcan on September 11, 1991, Amendment No. 4 to the Statement filed by Alcan on November 12, 1991, Amendment No. 5 to the Statement filed by Alcan on December 2, 1991, Amendment No. 6 to the Statement filed by Alcan on May 28, 1992, and Amendment No. 7 to the Statement filed by Alcan on January 14, 1993, and is being filed on behalf of Alcan pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Act"). Item 1. Security and Issuer. - ------- -------------------- This statement is made with respect to the Common Stock par value $0.01 per share (the "Stock") of Unique Mobility, Inc. ("Unique"), a corporation organized under the laws of the State of Colorado, the address of the principal executive offices of which is 425 Corporate Circle, Golden, Colorado 80401. Item 2. Identity and Background. - ------- ------------------------ This statement is filed by Alcan. Alcan is a corporation organized under the laws of Canada, the address of the principal executive offices of which is 1188 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G2. Alcan is engaged principally, together with subsidiaries and related companies, in all aspects of the aluminum business on an international scale. Alcan is independent of, and operates in competition with, all other major aluminum producers. Its operations include the mining and processing of bauxite, the basic aluminum ore; the refining of bauxite into alumina; the generation of electric power for use in smelting aluminum; the smelting of aluminum from alumina; the recycling of used and scrap aluminum; the fabrication of aluminum, aluminum alloys and non-aluminum materials into semi-fabricated and finished products; the distribution and marketing of aluminum and non-aluminum products; and, in connection with its aluminum operations, the production and sale of industrial chemicals. Alcan, together with its subsidiaries and related companies, has bauxite holdings in six countries, produces alumina in nine, smelts primary aluminum in six, operates aluminum fabricating plants in fifteen and has sales outlets and maintains warehouse inventories in the larger markets of the world. Alcan also operates a global transportation network that includes bulk cargo vessels, port facilities and freight trains. Since the metal aluminum, from the raw material to the semi-fabricated or finished product, is the prime concern of Alcan, and since its operations are vertically integrated on an international basis, Alcan is engaged in a one-segment business, except for immaterial operations. 4 AMENDED AND RESTATED SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 909154 10 6 Page 4 of 13 Pages - ------------------------------------------------------------------------------- Alcan International Limited ("Alcanint") is a wholly owned subsidiary of Alcan. Alcan's principal resource technology is owned and managed by Alcanint. The names of the directors and executive officers of Alcan, their business address, their present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted other than Alcan are set forth in EXHIBIT A, attached hereto. Each of the directors and executive officers named in EXHIBIT A is a Canadian citizen except for Messrs. Ball, Engen, Heister and Sturgell who are American citizens, Mr. Russell who is a British citizen, Mr. Schulmeyer who is a German citizen, Mr. Ergas who is a French citizen, and Messrs. de Aguiar and Santos, who are Brazilian citizens. Neither Alcan nor any of the individuals listed in EXHIBIT A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was or is subject to a judgment, decree or final order, enjoining future violations of, or prohibiting or mandating activities subject to, United States Federal or state securities laws or finding any violation with respect to such laws as a result of being a party during the last five years to a civil proceeding of a judicial or administrative body of competent jurisdiction. Item 3. Source and Amount of Funds or Other Consideration. - ------ --------------------------------------------------- The $145,314.45 consideration paid for the purchase of the original 322,921 shares of Stock, the $300,000.00 paid for the Debenture (as defined in Item 4), and the $300,000.00 paid in the aggregate for the First, Second and Third Notes (as defined in Item 4) were financed out of Alcan's working capital. Alcan acquired an aggregate of 677,947 shares of Stock upon the conversion of the Debenture and the outstanding principal and interest on the Third Note into Stock, as described in Item 4. The $793,201.48 consideration paid for all subsequent purchases of shares of Stock was financed out of Alcan's working capital. Item 4. Purpose of Transaction. - ------- ----------------------- In June 1988, Alcan purchased 322,921 shares of Stock in connection with the formation of a strategic relationship between Alcanint and Unique the objective of which was to expand upon and accelerate the development of Unique's electric vehicle propulsion technology and to help Alcanint further its research and development program for the development of a prototype electric transmission for a prototype vehicle and generally to enhance Alcanint's business opportunities in the transportation industry (the "Project"). On June 7, 1988, Alcanint and Unique entered into a General Agreement (the "General Agreement") regarding research with respect to the Project and regarding the cross license of Unique's existing technology and other technology related to the Project. A copy of the General Agreement is attached hereto as EXHIBIT B. 5 AMENDED AND RESTATED SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 909154 10 6 Page 5 of 13 Pages - ------------------------------------------------------------------------------- On June 20, 1988, at the closing under the General Agreement, Alcanint and Unique executed and delivered a Research Agreement regarding the Project. A copy of the Research Agreement is attached as "Exhibit D" to the General Agreement. At that time, Alcanint and Unique also executed and delivered a License Agreement (the "License Agreement") regarding the cross license of Unique's existing technology and technology resulting from the Project. A copy of the License Agreement is attached as "Exhibit C" to the General Agreement. Under the General Agreement, Unique is obligated to seek shareholder approval for the assignment to Alcanint of Unique's existing technology and other technology related to the Project pursuant to an Assignment Agreement in the form attached as "Exhibit A" to the General Agreement (the "1988 Assignment Agreement"). With Alcanint's consent, Unique deferred seeking shareholder approval of the 1988 Assignment Agreement. The 1988 Assignment Agreement, if it had been executed, would have replaced the License Agreement. In connection with the closing under the General Agreement, Alcan purchased from Unique a 6% Secured Convertible Debenture in the principal amount of $300,000.00 which was convertible at any time into the number of additional shares of Stock obtained by dividing the outstanding principal amount of the Debenture plus accrued interest by $0.75 (the "Debenture"). A copy of the Debenture is attached hereto as EXHIBIT C. Under the General Agreement, so long as Alcanint (or any of its affiliates) owns Stock, Alcanint (or its affiliate) has preemptive rights to acquire any equity securities that Unique may issue (the "Alcan Preemptive Right"), with the amount of the Alcan Preemptive Right to be determined pursuant to a formula set forth in "Schedule A" to the General Agreement, and Alcanint (or its designee) has a right of first refusal with regard to equity securities that Unique may issue (the "Alcan Right of First Refusal"). Under the General Agreement, Unique must use its best efforts to cause one person designated by Alcan, as holder of the Debenture, to be elected to its board of directors. Effective upon the closing under the General Agreement, Unique granted to Alcanint a security interest in substantially all of its assets (except for trade accounts receivable) as security for Unique's obligations under the License Agreement, the 1988 Assignment Agreement, if it were executed, and the Debenture. As a condition to the execution of the General Agreement, Alcanint and Unique entered into shareholder agreements dated June 7, 1988 with Unique shareholders Ray A. Geddes and John S. Gould (the "Shareholder Agreements") which granted to Alcanint (or its designee), under certain circumstances, a right of first refusal with respect to shares of Stock that Messrs. Geddes and Gould propose to transfer. Copies of the Shareholder Agreements are attached hereto as EXHIBIT D and EXHIBIT E, respectively. On June 19, 1990, Alcan loaned Unique $200,000.00 in exchange for Unique's secured promissory note due December 31, 1990 (the "First Note"). On January 1, 1991, Alcan and Unique agreed to extend payment of principal and interest on the First Note and Alcan loaned Unique an additional $100,000.00. As a result, Unique executed a second secured promissory note due June 30, 1991 to Alcan for $310,987.71 (the "Second Note") in exchange for the First Note. On July 1, 1991, Alcan and Unique agreed to 6 AMENDED AND RESTATED SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 909154 10 6 Page 6 of 13 Pages - ------------------------------------------------------------------------------- extend payment on the Second Note, and Unique executed a third secured promissory note due December 31, 1991 to Alcan for $325,335.50 (the "Third Note") in exchange for the Second Note. Unique borrowed these funds for working capital purposes. As security for each of the First Note, the Second Note and the Third Note, Unique granted to Alcan a security interest in all of its tangible and intangible property (except for trade accounts receivable and inventory). On July 22, 1991, Alcan elected to convert the Debenture into Stock. Pursuant to the Debenture, the aggregate amount of unpaid principal and accrued interest of $355,529.25 was divided by the $0.75 conversion price resulting in the issuance by Unique of 474,039 shares of Stock to Alcan effective July 31, 1991. Alcan's right to designate a member of Unique's board of directors terminated upon the conversion of the Debenture, although Unique thereafter continued to permit Alcan to designate a member. The security interest granted to Alcanint under the General Agreement, however, remained in effect notwithstanding the conversion of the Debenture as security for Unique's obligations under the License Agreement and the 1988 Assignment Agreement, if it were executed. Also effective July 31, 1991, Alcan and Unique agreed to the conversion by Alcan of the outstanding principal and interest on the Third Note, totalling $332,370.04, into Stock at a price equal to the average of the previous five day's bid and ask price for the Stock. As a result, Unique issued 203,908 shares of Stock to Alcan. In October 1991, Unique completed an underwritten public offering of 1,400,000 shares of Stock at a price of $2.00 per share. Because of the Alcan Preemptive Right, as a result of the public offering Alcanint (or its affiliate) had the right to acquire 233,930 shares of Stock at the price of $2.00 per share. In November 1991, the underwriters in such offering exercised an overallotment option to purchase from Unique an additional 210,000 shares of Stock at a price of $2.00 per share. At the same time, Unique also sold to such underwriters, and for nominal consideration, warrants to purchase 140,000 shares of Stock on or after October 1992 and before October 1994 at a price of $2.40 per share. Because of the Alcan Preemptive Right, as a result of those additional transactions Alcanint (or its affiliate) had the right to acquire an additional 35,090 shares of Stock at the price of $2.00 per share, and it had the right to acquire, for the identical nominal consideration, warrants for the purchase of an additional 23,393 shares of Stock on the same terms as described above. Alcanint (or its affiliate) could exercise each of the foregoing rights for up to one year following the dates of sales of such Stock and warrants described above. In 1991 Unique issued the following shares of Stock on the following dates pursuant to employee stock options under the Unique Mobility Incentive and Non-Qualified Stock Option Plan (the "Stock Option Plan") and thus triggered the Alcan Preemptive Right to purchase the following shares of Stock: 7 AMENDED AND RESTATED SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 909154 10 6 Page 7 of 13 Pages - -------------------------------------------------------------------------------
Date Stock Issued Alcan Preemptive Right - ---- ------------ ---------------------- 8/19/91 4,214 shares 704 shares 8/21/91 6,663 shares 1,113 shares 9/25/91 10,857 shares 1,814 shares 11/22/91 5,789 shares 967 shares
Alcanint (or its affiliate) could exercise the Alcan Preemptive Right for up to one year following the date of issuance of the shares of Stock. On February 14, 1992, Alcan (on behalf of itself and Alcanint) waived the Alcan Preemptive Right with respect to equity securities representing stock options arising from the grant by Unique of stock options to Unique employees under the Stock Option Plan. This waiver applies to all options granted since July 22, 1991, and to any future grants of stock options until further notice and is effective as of the time of those grants. Alcan did not waive the Alcan Preemptive Right with respect to any other issuance of equity securities by Unique, including without limitation, Stock issued to employees upon the exercise of options granted pursuant to the Stock Option Plan (which would include the Stock issuances described in the preceding paragraph). In connection with the issuance by Unique of certain notes convertible into Stock and warrants exercisable for Stock to third party investors, Alcanint and Unique entered into an Amendment to General Agreement, dated as of March 25, 1992, whereby Alcanint waived the Alcan Preemptive Right with respect to such notes and such warrants and prospectively with respect to all issuances of equity securities not having voting rights in the election of directors ("Non-voting Derivative Securities"), but not with respect to the issuance of equity securities upon the exchange, exercise or conversion of such notes, warrants or Non-voting Derivative Securities. A copy of the Amendment to General Agreement is attached hereto as EXHIBIT J. As part of the Amendment to General Agreement, Alcanint and Unique also agreed that, starting March 25, 1993, the Alcan Preemptive Right would have to be exercised by Alcanint (or its affiliate) within three months following the issuance or sale of any Stock by Unique (other than Stock issued upon conversion of the notes or exercise of the warrants being acquired by the third party investors), and starting March 25, 1995, the Alcan Right of First Refusal would be replaced by a right of first offer by Alcanint (or its designee) to acquire equity securities of Unique if the offer of such securities by Unique to a third party would cause the third party to beneficially own more than five per cent of any class of Unique's equity securities. Further, Alcanint and Unique agreed that, effective January 1, 1992, the Alcan Preemptive Right with respect to Stock issued to employees of Unique upon the exercise of employee stock options, (i) in the case of Stock issued from January 1 to June 30 in each year, would arise on July 1 of such year, and (ii) in the case of Stock issued from July 1 to December 31 in each year, would arise on January 1 of the following year. Finally, Alcanint and Unique amended the License Agreement to restrict Alcanint's right to sub- 8 AMENDED AND RESTATED SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 909154 10 6 Page 8 of 13 Pages - ------------------------------------------------------------------------------- license Unique's existing technology and technology resulting from the Project in certain circumstances. A copy of the Amendment to License Agreement is attached hereto as EXHIBIT K. Alcanint also entered into amendments to the Shareholder Agreements with Messrs. Geddes and Gould limiting, in certain circumstances, Alcanint's right of first refusal under such Agreements. Copies of such amendments are attached hereto as EXHIBIT L and EXHIBIT M, respectively. The rights accrued by Alcanint pursuant to the Stock Option Plan (described above) expired on August 18, 1992 (704 shares), on August 20, 1992 (1,113 shares), and on September 20, 1992 (1,814 shares). The right to acquire the 23,393 warrants which Alcanint accrued as a result of Unique's 1991 underwritten public offering (described above) expired on October 21, 1992. In October 1992, Alcan acquired an additional 269,987 shares of Stock for an aggregate purchase price of $538,523.50. This Stock was acquired pursuant to an exercise by Alcan of the Alcan Preemptive Right arising from Unique's 1991 underwritten public offering (described above) and Unique's November 22, 1991 issuance of Stock to an employee upon the exercise of options granted under the Stock Option Plan (described above). On December 3, 1992, Unique completed an underwritten public offering of 1,000,000 shares of Stock at a price of $5.00 per share. Because of the Alcan Preemptive Right, as a result of the public offering, Alcanint (or its affiliate) had the right to acquire 167,093 shares of Stock at the price of $5.00 per share. On December 7, 1992, the underwriters in such offering exercised an overallotment option to purchase from Unique an additional 150,000 shares of Stock at a price of $5.00 per share. Because of the Alcan Preemptive Right, as a result of the exercise of the overallotment option, Alcanint (or its affiliate) had the right to acquire an additional 25,064 shares of Stock at the price of $5.00 per share. Neither Alcanint nor its affiliate exercised the foregoing rights within the one-year time limits described above, and the rights expired. Alcan acquired an aggregate amount of 27,784 shares of Stock at prices ranging from $0.50 to $1.99 per share on July 1, 1993 pursuant to the Alcan Preemptive Right, which was triggered by the issuance of shares of Stock by Unique pursuant to its Employee Stock Purchase Plan ("ESPP") and the Stock Option Plan in the first half of 1993. On October 20, 1993, Alcan acquired 21,891 shares of Stock at prices ranging from $0.50 to $7.01 per share pursuant to the Alcan Preemptive Right, which was triggered by the issuance of shares of Stock pursuant to the ESPP and the Stock Option Plan and by the issuance of shares of Stock pursuant to the exercise of warrants in the first half of 1993. 9 AMENDED AND RESTATED SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 909154 10 6 Page 9 of 13 Pages - ------------------------------------------------------------------------------- Unique and Alcan entered into an agreement (the "1993 Assignment Agreement") as of November 1, 1993 wherein Alcan assigned to Unique all of its rights, title and interest in all technology previously developed under the original agreements between Unique and Alcan. The 1993 Assignment Agreement further provides that Unique shall pay to Alcan royalties on revenue derived from the manufacture and sale of products or processes embodying permanent magnet technology. In addition, for so long as Alcan beneficially owns at least five percent of the Stock, Alcan agreed to reimburse Unique for fifty percent of its patent application and renewal fees (including reasonable attorney's fees related thereto) associated with the permanent magnet technology, up to an amount not to exceed the annual royalties from Unique. The 1993 Assignment Agreement supersedes in its entirety the License Agreement. A copy of the 1993 Assignment Agreement is attached hereto as EXHIBIT N. On February 18, 1994, Alcan acquired 111,395 shares of Stock at the price of $1.80 per share pursuant to the Alcan Preemptive Right, which was triggered on February 23, 1993 by the conversion by third-party investors of previously purchased notes and warrants into shares of Stock. Alcan sold an aggregate of 30,000 shares of Stock in open market sales in February 1994. Michel A. Bell, Financial Director - Raw Materials and Chemicals at Alcan and Alcan's representative on the Unique board of directors, resigned as a director of Unique on September 15, 1996. Alcan has no present intention to replace Mr. Bell with another individual. Except as indicated above, upon notification by Unique of the triggering of the Alcan Preemptive Right, Alcan has either waived such Right or has allowed such Right to expire unexercised. The most recent waiver by Alcan was on March 27, 1997. In 1993 Alcan completed an intensive review of its competitive position in the aluminum market, and since 1993 it has embarked on a new set of strategic priorities designed to make Alcan a simpler, more focused company. Those priorities include maintaining investment only in those businesses that are a strategic fit with Alcan's core business. From time to time since 1993, Alcan has divested itself of its interest in certain businesses, consisting of mostly downstream operations, that did not fit with Alcan's core strategies when Alcan has been able to negotiate satisfactory terms. Alcan has reviewed its investment in Unique in light of Alcan's strategic priorities and would dispose of all or part of such investment, either in a private sale or on the open market, if Alcan is able to negotiate satisfactory terms with a prospective purchaser or purchasers or if favorable market conditions exist. In that regard, from time to time Alcan may seek or receive offers for the sale of all or part of its investment in Unique from possible prospective purchasers. On April 4, 1997, Alcan received an offer to purchase all of the Stock owned by Alcan at a net price of $2.67 10 AMENDED AND RESTATED SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 909154 10 6 Page 10 of 13 Pages - ------------------------------------------------------------------------------- per share (the "Offer") for an aggregate net purchase price of $3,743,139.75. Alcan accepted the Offer on the same day, subject to documentation of the specific terms of sale and confirmation of compliance with applicable law. A copy of the Offer, as accepted by Alcan, is attached hereto as EXHIBIT O. Except as set forth above, Alcan does not have any present plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of Unique or the disposition of securities of Unique; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Unique; (c) a sale or transfer of a material amount of assets of Unique; (d) any change in the present board of directors or management of Unique, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors; (e) any material change in the current capitalization or dividend policy of Unique; (f) any other material change in Unique's business or corporate structure; (g) changes in Unique's charter, bylaws, or other instruments corresponding thereto, or other actions which may impede the acquisition of control of Unique by any person; (h) causing a class of securities of Unique to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Unique becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------- (a) Alcan is the beneficial owner of an aggregate of 1,401,925 shares of Stock. This aggregate number represents approximately 10.7% of Unique's issued and outstanding Stock. (b) Alcan retains both sole voting and sole dispositive power. To the best of Alcan's knowledge, except as described above, no executive officer or director of Alcan and no associate of Alcan owns or has a right to acquire, directly or indirectly, any shares of Stock. (c) Other than as stated above, no transactions in the Stock were effected during the past 60 days by Alcan, or, to the best of Alcan's knowledge, by any executive officer, director or affiliated person of Alcan, or by any subsidiary of Alcan or by any executive officer, director or affiliated person of any such subsidiary. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Stock listed in response to this item. (e) Not applicable. 11 AMENDED AND RESTATED SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 909154 10 6 Page 11 of 13 Pages - ------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships With - ------- ------------------------------------------------------------- Respect to Securities of the Issuer. ------------------------------------ Except as set forth in Item 4 of this Schedule 13D or the Exhibits hereto, Alcan does not have any contracts, arrangements, understandings, or relationships (legal or otherwise) with any person with respect to any securities of Unique, including but not limited to transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. - ------- --------------------------------- Item 7 of the Schedule 13D is hereby amended and restated by replacing former EXHIBIT A with EXHIBIT A attached hereto and is further amended by adding EXHIBIT N and EXHIBIT O attached hereto to the list of exhibits. The amended and restated list of exhibits follows:
Exhibit A: List of Executive Officers and Directors of --------- Alcan Exhibit B: General Agreement --------- Exhibit C: Unique's 6% Secured Convertible Debenture in --------- the principal amount of $300,000.00, dated June 20, 1988 Exhibit D: Shareholder Agreement between Ray A. Geddes, --------- Alcanint and Unique, dated June 7, 1988 Exhibit E: Shareholder Agreement between John S. Gould, --------- Alcanint and Unique, dated June 7, 1988 Exhibit F: Third Note --------- Exhibit G: Security Agreement, dated July 1, 1991, by --------- and between Alcan and Unique Exhibit H: Deed of Trust from Unique to Alcan --------- Exhibit I: Letter Agreement, accepted July 31, 1991, --------- between Alcan and Unique relating to conversion of the Third Note Exhibit J: Amendment to General Agreement, dated as of --------- March 25, 1992 between Alcanint and Unique
12 AMENDED AND RESTATED SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 909154 10 6 Page 12 of 13 Pages - -------------------------------------------------------------------------------
Exhibit K: Amendment to License Agreement, dated March --------- 25, 1992, between Alcanint and Unique Exhibit L: Amendment to Shareholder Agreement, dated as --------- of March 25, 1992, by and among Alcanint and Ray A. Geddes Exhibit M: Amendment to Shareholder Agreement, dated as --------- of March 25, 1992, by and among Alcanint and John S. Gould Exhibit N: 1993 Assignment Agreement --------- Exhibit O: The Offer ---------
13 AMENDED AND RESTATED SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 909154 10 6 Page 13 of 13 Pages - ------------------------------------------------------------------------------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ALCAN ALUMINIUM LIMITED By: /s/ Serge Fecteau ----------------------------------- Serge Fecteau Assistant Secretary April 21, 1997 EX-1 2 EXHIBIT 1.A 1 Exhibit A --------- LIST OF EXECUTIVE OFFICERS AND DIRECTORS OF ALCAN ------------------------------------------------- DIRECTORS ---------
DIRECTOR (CITIZENSHIP) BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---------------------- ---------------- -------------------- Sonja I. Bata, O.C. Bata Limited Director of Bata Limited the headquarters company (Canadian) 69 Wynford Drive of the World-wide Bata Shoe Organization. Director North York, Ontario since 1979. Canada M3C 1K3 W. R. C. Blundell 45 Stratheden Rd. Chairman of the Manufacturers Life Insurance Company, (Canadian) Toronto, Ontario, having a principal address at 200 Bloor, St. East, Canada M4N 1E5 Toronto, Ontario, Canada M4W 1E5. Director since 1987. Jacques Bougie, O.C. 1188 Sherbrooke Street West President and Chief Executive Officer of (Canadian) Montreal, Quebec, Alcan Aluminium Limited. Canada H3B 3G2 Director since 1989. Warren Chippindale, Coopers & Lybrand Director of BCE Inc., Bell Canada, BCE Mobile F.C.A. 1170 Peel Street Communications Inc., The Spectrum United Funds and (Canadian) Suite 3000, 3rd Floor The Molson Companies Limited. Director since 1986. Montreal, Quebec Canada H3B 4T2 D. Travis Engen ITT Industries Inc. Chairman, President and Chief Executive Officer of (American) 4 West Red Oak Lane ITT Industries, Inc., a supplier of systems and Second Floor components to vehicle manufacturers. White Plains, NY 10604 USA Director since 1996. Dr. John R. Evans, Torstar Corporation Chairman of Allelix Biopharmaceuticals Inc., C.C. 1 Yonge Street a drug development company, Torstar Corporation, (Canadian) 6th Floor a holding company of newspaper and publishing Toronto, Ontario companies, as well as Alcan Aluminium Limited. Canada M5E 1P9 Director since 1986. Allan E. Gotlieb, C.C. Stikeman, Elliott Director of Hollinger Inc., Champion International (Canadian) Suite 5300 Corporation, AXA Assurances, Boreal Assurances, P.O. Box 85 Suncor Inc. and Peoples Jewellers, and a senior Commerce Court West consultant with the law firm of Stikeman, Elliott. Toronto, Ontario Director since 1989. Canada M5L 1B9 J. E. Newall, O.C. NOVA Corporation Vice Chairman and Chief Executive Officer (Canadian) P.O. Box 2535 of NOVA Corporation, a natural gas pipeline and Station "M" chemicals corporation. Director since 1985. Calgary, Alberta Canada T2P 2N6
2 Dr. Peter H. Pearse, Pearse Ventures Limited President of Pearse Ventures Limited, a private C.M. 6450 Elm Street investment company. Director since 1989. (Canadian) Vancouver, B.C. Canada V6N 1B3 Sir George Russell, 3i Group plc Chairman of Marley plc, a worldwide producer of C.B.E. 91 Waterloo Road building products, having a principal address at (British) London SE1 8XP 70 Oakhill Road, Sevenoaks, Kent, TN13 1NQ, England United Kingdom. Director since 1987. Guy Saint-Pierre, O.C. SNC-Lavalin Group Inc. Chairman of SNC-Lavalin Group Inc, an engineering (Canadian) 2 Place Felix-Martin holding company. Director since 1994. Montreal, Quebec Canada H2Z 1Z3 Gerhard Schulmeyer Siemens Nixdorf President and Chief Executive Officer (German) Informationssysteme AG of Siemens Nixdorf Informationssysteme AG, Postfach 830955 a sales and service company of computers and D-81709 Munich, Germany ancillary equipment. Director since 1996.
OFFICERS --------
OFFICER (CITIZENSHIP) BUSINESS ADDRESS PRINCIPAL OCCUPATION - --------------------- ---------------- -------------------- Robert L. Ball 6060 Parkland Blvd. Executive Vice President, (American) Mayfield Heights, OH Corporate Development and Technology 44124-4185 USA Jacques Bougie 1188 Sherbrooke Street West President and Chief Executive Officer (Canadian) Montreal, Quebec, Canada H3B 3G2 R.A. Bradley Same as above Assistant Treasurer (Canadian) M.L. Burton Same as above Assistant Secretary (Canadian) Claude Chamberland Same as above Executive Vice President, Smelting and Power (Canadian) Geraldo Nogueira Same as above Treasurer de Aguiar (Brazilian)
3 R. des Trois Maisons Same as above Assistant Secretary (Canadian) Jean-Pierre M. Ergas Chaulfont Park Executive Vice President, Europe (French) Gerrards Cross Buckinghamshire, England SL9 0QB S. Fecteau 1188 Sherbrooke Street West Assistant Secretary (Canadian) Montreal, Quebec, Canada H3B 3G2 Robert J. Fox Same as above Executive Vice President, South Pacific (Canadian) and Japan Daniel Gagnier Same as above Vice President, Corporate Affairs (Canadian) S. Bruce Heister Same as above Executive Vice President, Asia (American) Emery P. LeBlanc Same as above Executive Vice President, (Canadian) Raw Materials and Chemicals B. Newlove Same as above Assistant Treasurer (Canadian) Denis G. O'Brien Same as above Controller (Canadian) Gaston Ouellet Same as above Vice President, Human Resources (Canadian) P. K. Pal Same as above Vice President, Chief Legal Officer and (Canadian) Secretary Everaldo N. Santos Av. das Nacoes Unidas Executive Vice President, South America (Brazilian) 12.995-26* andar 04565-001 Sao Paulo-Brazil Brian W. Sturgell 6060 Parkland Blvd. Executive Vice President, Fabricated (American) Mayfield Heights, OH Products, North America 44124-4185 USA Suresh Thadhani 1188 Sherbrooke Street West Vice President and Chief Financial Officer (Canadian) Montreal, Quebec, Canada H3B 3G2 N.B.H. Thorpe Same as above Assistant Controller (Canadian)
EX-1.N 3 EXHIBIT 1.N 1 EXHIBIT N ---------- ASSIGNMENT AGREEMENT -------------------- THIS ASSIGNMENT AGREEMENT (this "Agreement"), dated as of November 1, 1993, by and between UNIQUE MOBILITY, INC., a Colorado corporation ("Unique"), and ALCAN INTERNATIONAL LIMITED, a Canadian corporation ("Alcanint"), supersedes in its entirety that certain License Agreement, dated June 20, 1988, by and between Unique and Alcanint (the "Prior Agreement"). In consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto, upon the terms and subject to the conditions contained herein, hereby agree as follows: SECTION 1. DEFINITIONS ----------- For purposes of this Agreement: 1.1 AFFILIATE. "Affiliate" shall mean any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. As used in this Agreement, the term "control" shall mean the power through equity ownership, contract, or otherwise to direct the affairs of another Person. For purposes of this Agreement, Alcanint shall not be deemed to be an Affiliate of Unique. 2 1.2 AGREEMENT. "Agreement" shall mean this Agreement as originally executed or as further amended, modified, supplemented, or restated from time to time. 1.3 ALCANINT TECHNOLOGY. "Alcanint Technology" shall mean all Technology developed by or on behalf of Alcanint on or prior to the date hereof for the expressed benefit of Unique or its Affiliates pursuant to written contracts between Alcanint (or its Affiliates) and Unique (or its Affiliates). 1.4 PATENT EXPENSES. "Patent Expenses" shall have the meaning set forth in Section 5.1 hereof. 1.5 PATENTS. "Patents" means all currently existing and future, domestic and foreign patents and patent applications owned in whole or in part or utilized by Unique that disclose and claim Technology related to permanent magnet motors and the controllers for permanent magnet motors, including, without limitation: (i) United States Patent Number 5,004,944 titled "Lightweight High Power Electromagnetic Transducer" and a continuation of such patent filed October 11, 1990, under serial number 596371, (ii) United States Patent Number 5,107,151 titled "Improved Switching Circuit Employing Electronic Device in Series with an Inductor to Avoid Communication Breakdown" and continuation of such patent filed November 19, 1991, under serial number 794679, (iii) United States Patent Number 4,216,839 issued August 12, 1980 titled "Electricity Powered Motor Vehicle," and (iv) United States Patent Application Number 937,311 2 3 filed September 1, 1992, titled "Stator and Method of constructing same for High Power Density Electric Motors and Generators," and, with respect to all such patents and patent applications, all related continuation, continuation-in-part or divisional applications, corresponding domestic and foreign applications and domestic and foreign patents issuing therefrom, and all revisions, reapplications and reissues thereof, whether now or hereafter existing. 1.6 PERSON. "Person" shall mean any natural person, individual, corporation, partnership, firm, joint venture, business association, governmental authority or any entity or enterprise. 1.7 TERM. "Term" has the meaning set forth in Section 6.1 hereof. 1.8 TECHNOLOGY. "Technology" shall mean all of the right, title and interest of Unique and its Affiliates in and to all of the inventions, trademarks, patents, trade names, copyrights, know-how, intellectual property, software, shop rights, licenses, developments, research data, designs, technology, discoveries, trade secrets, test procedures, processes, formulas and other confidential information and other similar intangible property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party use), and any and all applications for, and extensions, divisions and reissuances of any of the foregoing, and rights therein, owned by or 3 4 otherwise employed in or related to Unique and its Affiliates or to the respective businesses conducted thereby, but only insofar as such technology is related to permanent magnet motors and the controllers for permanent magnet motors. SECTION 2. ASSIGNMENT BY ALCANINT ---------------------- 2.1 ASSIGNMENT. For good and valuable consideration, Alcanint hereby sells, transfers, conveys, assigns and delivers to Unique all of its right, title and interest in and to all of the Alcanint Technology, and Unique hereby assumes and agrees to pay, perform and discharge as and when due any and all liabilities and obligations arising out of or with respect to the Alcanint Technology, whether known or unknown, accrued or to accrue. 2.2 RIGHT OF FIRST REFUSAL. Unique shall have the right to license the Technology, including without limitation the Alcanint Technology assigned to Unique hereunder, to any Person; PROVIDED, HOWEVER, that in the event that Unique shall enter into an agreement to effect an assignment (rather than a license) of any Technology to any Person, prior to consummating such an assignment Unique shall first offer to Alcanint a right of first refusal to purchase such Technology on the terms and conditions set forth below. Upon reaching an agreement to assign any Technology, Unique shall provide Alcanint with written notice of such agreement, including a detailed description of the parties to the proposed transfer and the material terms thereof. During the 30 day period following receipt of such 4 5 notice, Alcanint shall have the right, upon written notice to Unique, to purchase the Technology subject to the proposed transfer, on the terms and conditions set forth in the written notice provided by Unique. In the event that Alcanint does not exercise its right of first refusal hereunder during the 30 day period following delivery of notice by Unique, Unique may, during the 90 day period thereafter, assign such Technology on the terms and conditions set forth in the written notice provided to Alcanint; PROVIDED, HOWEVER, that such transferee shall first enter into an agreement, in form and substance satisfactory to Alcanint, agreeing to pay to Alcanint royalties on the same terms and conditions as royalties are payable by Unique hereunder. If such transfer of Technology is not completed during such 90 day period, any further assignment thereof shall again be subject in all respects to the provisions set forth in this Section 2.2. 2.3 ROYALTIES. In consideration of the assignment granted in Section 2.1, Unique shall pay to Alcanint royalties based upon revenues received by Unique and its Affiliates arising out of: (a) use of the processes included in, and manufacture, use and sale of equipment and products embodying, the Technology by Unique or its Affiliates and (b) use of processes included in, and manufacture, use and sale of equipment and products embodying, the Technology by Persons other than Unique or its Affiliates, in each case in 5 6 accordance with the rates set forth on SCHEDULE A hereto (subject to the offset for Patent Expenses pursuant to Section 4.2 hereof). SECTION 3. ROYALTIES; ACCOUNTS AND DOCUMENTATION ------------------------------------- 3.1 PAYMENT OF ROYALTIES. With respect to each calendar quarter during the Term hereof, Unique shall prepare and deliver to Alcanint, on or prior to the next January 31, April 30, July 31 and October 31, a statement of royalties due hereunder with respect to the immediately preceding calendar quarter, in such detail as to provide Alcanint with a reasonably specific understanding of the calculation thereof and basis therefor, and in the event of a deduction by Unique of Patent Expenses pursuant to Section 4.2 hereof, a detailed description of the nature, timing and amount of total Patent Expenses incurred in such period and the calculation of the portion of the Patent Expenses (including any carry forward thereof) to be deducted from such royalty payment. Subject to Section 4.2 hereof, Unique shall deliver payment of such royalties, in United States dollars, to Alcanint or other Person designated by Alcanint concurrently with such statement. 3.2 RETENTION OF RECORDS. Unique shall keep at its principal places of business detailed and separate accounts and records showing the calculation of royalties due hereunder and the basis therefor and detailed and separate accounts and records showing the calculation of total Patent Expenses and the portion thereof to be deducted from the payment of royalties hereunder. 6 7 Such records shall be in a form which allows for fast and accurate checks to be made by Alcanint and its agents and shall be supported by all relevant vouchers, invoices, work orders, delivery notes, receipts and other documentation. 3.3 RIGHT TO INSPECT RECORDS. Alcanint, at its own expense, shall have the right at all reasonable times during business hours, upon reasonable notice, to inspect and audit the accounts and records of Unique, and all other relevant documentation, relating to the calculation of royalties due hereunder and relating to the calculation of any Patent Expenses deducted therefrom. Alcanint's representatives shall be entitled to make copies of or extracts from any of the foregoing. SECTION 4. PATENT MAINTENANCE ------------------ 4.1 MAINTENANCE OF PATENTS; APPLICATION AND RENEWAL FEES. Unique shall at all times do all such acts and things as may be necessary or appropriate to diligently prosecute (no further than final rejection by the applicable Patent Office) in the United States, Canada and the European Patent Office countries such patent applications regarding the currently existing and future Technology as may be mutually agreeable to Unique and Alcanint, and corresponding patent applications in such other countries as may be agreed upon by the parties, and shall use its best efforts to obtain and maintain currently existing and any future Patents and Patent applications in the United States, Canada, the European Patent 7 8 Office countries and such other countries. In the event that Unique fails to fulfill any of its obligations pursuant to this Section 4.1, Alcanint shall have the right to carry out the same (and Unique shall cooperate with Alcanint in so doing) without waiving any of its rights or remedies against Unique with respect to Unique's nonperformance. 4.2 PAYMENT OF PATENT EXPENSES/OFFSET OF ROYALTY PAYMENTS. For so long as Alcanint and its Affiliates own at least five percent of the issued and outstanding common stock, par value $.01 per share, of Unique (assuming the conversion or exercise of all securities convertible into or exercisable or exchangeable for such common stock), Alcanint shall be obligated to fund up to one-half of the patent expenses incurred in connection with (i) all application and renewal fees with respect to such patents and such patent applications related to Technology and (ii) reasonable attorneys fees related thereto ("Patent Expenses"), subject to the limitations set forth below. Unique shall be entitled to deduct from the royalty payments payable to Alcanint pursuant to Section 3.1 hereof up to one-half of the Patent Expenses incurred by Unique during the calendar quarter for which such royalty payment is due and payable. In no event shall Alcanint be obligated to pay Unique for any Patent Expenses incurred during a calendar quarter in which Alcanint's ownership of Unique common stock falls below the threshold amount set forth above or for any Patent Expenses to the 8 9 extent that Patent Expenses for any calendar quarter exceed the royalties payable to Alcanint for such calendar quarter; PROVIDED, HOWEVER, that Unique may carry forward such excess amount to any future calendar quarter of the same calendar year. SECTION 5. INFRINGEMENTS; THIRD PARTY CLAIMS --------------------------------- Each party hereto shall notify the other party hereto immediately upon becoming aware of (i) an infringement or threatened infringement by third parties of Technology or (ii) any commencement of or threat to commence any legal action by a third party on the ground that Technology or the use thereof infringes any intellectual property rights of such third party. Unique shall have the right in the first instance, but not the obligation, to bring legal action against any Person infringing or threatening to infringe Technology. In the event that Unique elects not to do so, Alcan shall have the right to do so, at its expense. The party bringing legal action pursuant to the preceding provisions shall have the right to retain any resulting awards, subject to the payment of royalties and payments then due and owing to the other party as agreed herein. SECTION 6. TERM OF AGREEMENT ----------------- 6.1 TERM. The term of this Agreement (the "Term") shall begin on the date of this Agreement and shall continue until all Patents issued or applied for, and claiming priority to a filing date, prior to December 31, 1992 have lapsed, expired or otherwise terminated. 9 10 SECTION 7. MISCELLANEOUS ------------- 7.1 NO PARTNERSHIP OR JOINT VENTURE. Nothing being contained shall be construed as creating a partnership or joint venture or any other relationship between the parties other than that of assignee and assignor, and neither party shall have power or right to incur any obligations on behalf of, or to pledge the credit of, the other in any manner whatsoever. 7.2 AMENDMENT. Neither this Agreement nor any term hereof may be amended, changed or modified in any manner except by an instrument in writing which refers to this Agreement executed by both parties hereto. 7.3 WAIVER. No waiver by either party of any breach of or failure to comply with, or failure to enforce at any time, any of the provisions of this Agreement shall be construed as or constitute a continuing waiver of such provision, or a waiver of any other breach of, or failure to comply with, any other provision of this Agreement, nor shall it in any way affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every provision of this Agreement. 7.4 NOTICES. All notices, requests, consents, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing, shall be personally delivered or sent by certified mail and shall be deemed to have been duly given when received. 10 11 Communications to Unique shall be delivered to: Unique Mobility, Inc. 425 Corporate Circle Golden, Colorado 80401 Attention: Ray A. Geddes, Chairman with a copy to: Stevens, Miller, Davis & Mosher 515 North Washington Street Alexandria, Virginia 22313-2027 Attention: William A. Knoeller Communications to Alcanint shall be delivered to: Alcan International Limited 1188 Sherbrooke Street West Montreal, Quebec Canada H3A 3G2 Attention: Secretary with a copy to: Sanford Yosowitz, Esq. Vice President, General Counsel and Secretary Alcan Aluminum Corporation 100 Erieview Plaza, 29th Floor Cleveland, Ohio 44114. Any party hereto may change its address for purposes of this Section 7.4 by delivering notice thereof in the manner provided in this Section 7.4. 7.5 GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without giving effect to the choice of law provisions thereof. 7.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the 11 12 successors and permitted assigns of the parties hereto; PROVIDED, HOWEVER, that no rights, obligations or liabilities hereunder shall be assignable by either party hereto without the consent of the other party hereto, except that either party may assign any of its rights, obligations or liabilities to any of its Affiliates provided that such assigning party shall remain liable hereunder. 7.7 SCHEDULES. The Schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. 7.8 EXECUTION IN COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. 7.9 TITLES AND HEADINGS. Titles and headings herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 7.10 EXPENSES. Except as expressly provided herein, each party hereto shall bear its own costs, fees and expenses incident to the transactions contemplated hereby. 12 13 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Agreement as of the day and year first above written. UNIQUE MOBILITY, INC. By: /s/ Ray A. Geddes ---------------------------- Title: Chairman ------------------------- ALCAN INTERNATIONAL LIMITED By: ---------------------------- Title: ----------------------- And: ---------------------------- Title: ----------------------- 13 14 SCHEDULE A ---------- ROYALTY PAYMENTS ---------------- 1. To the extent that royalties are payable pursuant to the terms of this Agreement, Unique shall pay to Alcanint such royalties at the following rates with respect to the Technology: (a) Use of processes included in, and manufacture, use and sale of equipment and products embodying, Technology by Unique or its Affiliates: one-half of one percent (.5%) of Net Revenues received. (b) Use of processes included in, and manufacture, use and sale of equipment and products embodying, Technology by Persons other than Unique or its Affiliates: five and one-half percent (5.5%) of Net Royalties received from such person. 2. "Net Revenues" shall mean the aggregate revenue received by Unique and its Affiliates with respect to the use of processes included in, and the manufacture, use and sale of equipment and products embodying, Technology (including, without limitation, revenue received from the sale of services). In the case of sales of equipment and products, Net Revenues shall mean the aggregate price invoiced to a customer, less quantity and cash discounts and credits for returns actually allowed, and less sales, use and other similar taxes and transportation, delivery i 15 and insurance charges borne by the seller. With respect to sales to Affiliates, Net Revenues shall be deemed to be the Net Revenues which would be charged at arm's-length to a third-party customer for the same equipment or products under comparable commercial conditions. If royalty-bearing equipment or products are sold as a part of a larger system, the Net Revenues shall be the greater of (i) the Net Revenues which would be charged for such equipment or products if sold alone at arm's-length to a third party customer under comparable commercial conditions and (ii) the Net Revenues for the entire system multiplied by the manufacturing cost for the royalty-bearing equipment or products included therein and divided by the manufacturing cost for the entire system. 3. "Net Royalties" shall mean the aggregate licensing or sublicensing fees, royalties or similar income received during the relevant period and derived directly or indirectly from the licensing, sublicensing or other grant of a right to use Technology in any manner, less sales, use and other similar taxes with respect to such fees, royalties or income actually paid by Unique other than to Alcanint. 4. The obligation of Unique to pay royalties to Alcanint hereunder (including, for purposes of this calculation, royalties paid pursuant to the Prior Agreement) shall be limited to Ten Million Dollars ($10,000,000) (the "Initial Cap") in the ii 16 aggregate, provided that, on each anniversary of the date of the Prior Agreement, that portion of the Initial Cap remaining unpaid shall be adjusted for inflation according to the national consumer price index for the immediately preceding year as published by the U.S. Department of Labor, Bureau of Labor Statistics, or similar U.S. government agency succeeding to such responsibility; and provided, further, that for purposes of the foregoing calculation, royalty payments shall be deemed to equal the amount of such payments actually received by Alcanint after the deduction of any Patent Expenses pursuant to Section 4.2 of the Agreement. In addition, in no event shall any royalties be payable hereunder in respect of any Net Revenues or Net Royalties following the expiration of the Term set forth in Section 6.1 of this Agreement. iii EX-1.O 4 EXHIBIT 1.0 1 Exhibit O --------- MILLENNIUM FINANCIAL GROUP, INC. ________________________________________________________________________________ April 4, 1997 Mr. M.A. Bell Alcan Aluminum Limited 1188 Sherbrooke Street West Montreal, Quebec Canada H3A 3G2 Via Facsimile: 514-848-1444 Dear Mr. Bell: Pursuant to your previous discussions with Mr. McCrory, I would like to request confirmation of the following.... Alcan has agreed to sell 1,401,925 common stock shares of Unique Mobility, Inc. at a gross price of $2.77 per share, less .10 per share commission, for a net to Alcan of $2.67 per share. Upon receipt of your written confirmation of the above, we shall attempt to arrange the trade early next week with closing price to the middle of April. Should you have any questions please call. Best Regards, /s/ S. Gluck Shelley Gluck Sec./Treasurer I agree with the above terms of sale. /s/ Michel A. Bell 4 April 1997 Alcan Aluminum Limited SG/mka cc: Lugano File Member NASD & SIPC 5755 Rufe Snow Drive * Suite 150 * N. Richland Hills, Texas 76180 Phone 817-788-4645 Fax 817-788-0146 -----END PRIVACY-ENHANCED MESSAGE-----