-----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, AiKZse494TGqtecONsZNBiDqHiHp8frl/2TfuJ/JASqYThxiRPko0isu435TJ4FH JBLJ/GYVfq2sbYi/9ZQbEA== 0000950152-97-004943.txt : 19970701 0000950152-97-004943.hdr.sgml : 19970701 ACCESSION NUMBER: 0000950152-97-004943 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970630 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: 97633429 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 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. 9 - Final Amendment)* 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) June 20, 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 6 Pages) 2 CUSIP No. 909154 10 6 13D Page 2 of 6 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------- EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 0 ------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% - -------------------------------------------------------------------------------- 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 6 Pages AMENDED AND RESTATED SCHEDULE 13D This Amendment No. 9 amends 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 filed on June 29, 1988, Amendment No. 2 filed on August 12, 1991, Amendment No. 3 filed on September 11, 1991, Amendment No. 4 filed on November 12, 1991, Amendment No. 5 filed on December 2, 1991, Amendment No. 6 filed on May 28, 1992, Amendment No. 7 filed on January 14, 1993, and amended and restated by Amendment No. 8 filed on April 21, 1997 (as amended and restated, the "Schedule 13D"), and is being filed on behalf of Alcan pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended. Item 4. Purpose of Transaction. - ------- ----------------------- Item 4 of the Schedule 13D is hereby amended by adding the following two paragraphs immediately before the final paragraph of Item 4: On June 20, 1997, Alcan sold 1,151,925 shares of Stock to EV Global Motors Company, a California corporation ("Global Motors"), at a price of $2.77 per share, plus two days' interest at a simple rate of 8.5%, for an aggregate price of $3,190,832.25 plus $1,486.14 in interest, under the terms of the Stock Purchase Agreement, dated as of June 20, 1997, by and between Alcan and Global Motors, which is incorporated herein by this reference in its entirety and a copy of which is attached hereto as EXHIBIT P. In accordance with the Offer, Millennium Financial Group, Inc. ("Millennium") will receive a commission of $0.10 per share from Alcan in connection with this sale of 1,151,925 shares of Stock. On June 23, 1997, Alcan sold 250,000 shares of Stock to Glorious Limited - EV Glorious Class D Shares ("Glorious") at a price of $2.77 per share, for an aggregate price of $692,500, under the terms of the Offshore Securities Purchase Agreement, dated as of June 23, 1997, by and between Alcan and Glorious (the "Offshore Purchase Agreement"), which is incorporated herein by this reference in its entirety and a copy of which is attached hereto as EXHIBIT Q. In connection with the execution of the Offshore Purchase Agreement, Alcan received a letter from Glorious dated June 23, 1997, a copy of which is attached hereto as EXHIBIT R, acknowledging certain matters in connection with the execution of the Offshore Purchase Agreement and affirming the authority of Millennium to execute the Offshore Purchase Agreement on behalf of Glorious. In accordance with the Offer, Millennium will receive a commission of $0.10 per share from Alcan in connection with this sale of 250,000 shares of Stock. 4 AMENDED AND RESTATED SCHEDULE 13D CUSIP NO. 909154 10 6 Page 4 of 6 Pages Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------- (a) The statements under Item 5(a) of the Schedule 13D are hereby deleted and replaced in their entirety by the following: Alcan is the beneficial owner of no shares of Stock. This represents 0% of Unique's issued and outstanding Stock. (b) The statements under Item 5(b) of the Schedule 13D are hereby deleted and replaced in their entirety by the following: Alcan does not retain voting or dispositive power with respect to any shares of Stock. 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) The statements under Item 5(c) of the Schedule 13D are hereby deleted and replaced in their entirety by the following: Alcan sold 1,151,925 shares of Stock to Global Motors on June 20, 1997 and sold 250,000 shares of Stock to Glorious on June 23, 1997. A description of the terms of these transactions is provided under Item 4, above, and is incorporated herein by reference. Other than as stated in this Schedule 13D, 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) The statements under Item 5(d) of the Schedule 13D are hereby deleted and replaced in their entirety by the following: Not applicable. (e) The statements under Item 5(e) of the Schedule 13D are hereby deleted and replaced in their entirety by the following: Alcan ceased to be the beneficial owner of more than five percent of the Stock on June 20, 1997. Item 7. Material to be Filed as Exhibits. - ------- --------------------------------- Item 7 of the Schedule 13D is hereby amended by adding the following Exhibits to the list of exhibits: 5 AMENDED AND RESTATED SCHEDULE 13D CUSIP NO. 909154 10 6 Page 5 of 6 Pages EXHIBIT P: Stock Purchase Agreement, dated as of June 20, 1997, by and between Alcan and Global Motors EXHIBIT Q: Offshore Securities Purchase Agreement, dated as of June 23, 1997, by and between Alcan and Glorious EXHIBIT R: Letter from Glorious, dated June 23, 1997, addressed to Alcan 6 AMENDED AND RESTATED SCHEDULE 13D CUSIP NO. 909154 10 6 Page 6 of 6 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 June 30, 1997 EX-99 2 EXHIBIT 99 1 EXHIBIT P --------- STOCK PURCHASE AGREEMENT This Stock Purchase Agreement is entered into as of June 20, 1997, by and between Alcan Aluminium Limited, a Canadian corporation ("Seller"), and EV Global Motors Company, a California corporation ("Buyer"). RECITALS WHEREAS, Seller currently owns 1,401,925 shares of common stock, $0.01 par value (the "Stock"), of Unique Mobility Inc., a publicly traded Colorado corporation listed on the American Stock Exchange, Boston Stock Exchange and Pacific Stock Exchange (the "Company"); and WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, 1,151,925 shares of the Stock (the "Purchased Stock") on the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, Seller and Buyer hereby agree as follows: 1. DEFINITIONS. As used in this Agreement, the following definitions shall apply: "Act" means the Securities Act of 1933, as amended. "Agreement" means this Stock Purchase Agreement by and between Seller and Buyer, as amended or supplemented. "Business of the Company" means the management, business, operations, financial condition, results of operations, assets, properties and business prospects of the Company. "Buyer" means EV Global Motors Company, a California corporation. "Company" has the meaning assigned to such term in the recitals to this Agreement. 1 2 "Encumbrance" means any claim, charge, easement, encumbrance, lease, covenant, security interest, lien, option, pledge, rights of others, or restriction (whether on voting, sale, transfer, disposition or otherwise), whether imposed by agreement, understanding, law, equity or otherwise, except for any restriction on transfer generally arising under any applicable federal or state securities law or reporting obligations under Section 13 or Section 16 of the Securities Exchange Act of 1934. "Purchase Price" has the meaning assigned to such term in Section 2. "Purchased Stock" has the meaning assigned to such term in the recitals to this Agreement. "Purchased Stock Certificates" means certificates representing the Purchased Stock, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer. "Seller" means Alcan Aluminium Limited, a Canadian corporation. "Seller's Counsel" means Jones, Day, Reavis & Pogue. "Stock" has the meaning assigned to such term in the recitals to this Agreement. 2. PURCHASE AND SALE OF PURCHASED STOCK. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties hereinafter set forth, Buyer agrees to purchase from Seller, and Seller agrees to sell, assign, transfer and deliver to Buyer, the Purchased Stock in exchange for an amount equal to THREE MILLION ONE HUNDRED NINETY THOUSAND EIGHT HUNDRED THIRTY-TWO AND TWENTY-FIVE ONE-HUNDREDTHS U.S. DOLLARS ($3,190,832.25) (the "Purchase Price"). Upon execution and delivery of this Agreement, Seller shall deliver the Purchased Stock Certificates to Buyer at the offices of Seller's Counsel in Los Angeles, California. In consideration for the sale, assignment and transfer of the Purchased Stock effected hereby, simultaneously with the receipt by Buyer of the Purchased Stock Certificates, Buyer shall pay to Seller, and Seller shall have received from Buyer, by bank cashier's check, the Purchase Price plus $1,486.14. Promptly following the execution of this Agreement, Seller shall deliver to the registrar and transfer agent for the Stock, a letter of instructions requesting such transfer agent to affix the following legend on all certificates representing the Purchased Stock issued to Buyer in replacement for the Purchased Stock Certificates: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN 2 3 EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. 3. SELLER'S REPRESENTATIONS AND WARRANTIES. In order to induce Buyer to enter into this Agreement, Seller represents and warrants as follows: (a) ORGANIZATION. Seller is a corporation duly organized, validly existing and in good standing under the laws of Canada. Seller has all necessary corporate power and authority to execute, deliver and perform this Agreement and to carry on its business as now being conducted. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Seller and this Agreement has been duly executed and delivered by Seller. (b) VALIDITY, BINDING EFFECT. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (c) OWNERSHIP OF PURCHASED STOCK. Seller owns the Purchased Stock beneficially and of record, free and clear of any Encumbrance and subject to that certain General Agreement dated as of June 7, 1988 by and between the Company and Alcan International Limited. Buyer is acquiring good and marketable title to and complete ownership of the Purchased Stock from Seller, free of any Encumbrance, except as created pursuant to Section 6 of this Agreement or as otherwise created by Buyer. To Seller's knowledge, the Purchased Stock is duly authorized, validly issued and outstanding and is fully paid and nonassessable. (d) NO CONFLICT. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict with or result in the breach of any of the terms, conditions or provisions of the Certificate of Amalgamation or By-Laws of Seller or any law, regulation, order, writ, injunction or decree of any court or governmental authority, or of any agreement or other material restriction to which Seller is a party or by which it is bound. 4. BUYER'S REPRESENTATIONS AND WARRANTIES. In order to induce Seller to enter into this Agreement, Buyer represents and warrants as follows: (a) ORGANIZATION. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Buyer has all necessary corporate power and authority to execute, deliver and perform this Agreement and to carry on its business as now being conducted. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Buyer and this Agreement has been duly executed and delivered by Buyer. 3 4 (b) VALIDITY, BINDING EFFECT. This Agreement constitutes the legally valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (c) INVESTMENT REPRESENTATION. Buyer hereby acknowledges and agrees that: (i) the Purchased Stock has not been registered under the Act or qualified with the securities regulatory agency of any state of the United States; and (ii) it is acquiring the Purchased Stock as an investment for its own account and not with a view to, or for resale in connection with, any distribution thereof to any other person or entity. (d) NO CONFLICT. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict with or result in the breach of any of the terms, conditions or provisions of the Articles of Incorporation and Bylaws of Buyer or any law, regulation, order, writ, injunction or decree of any court or governmental authority, or of any agreement or other material restriction to which Buyer is a party or by which it is bound. (e) FINANCING. Buyer has sufficient funds immediately available to make the payment required by Section 2 of this Agreement. (f) INVESTMENT RISK. The purchase of the Purchased Stock involves a high degree of economic risk, including the risk of a complete loss of Buyer's investment. Buyer has such knowledge and experience in financial and business matters that Buyer is capable of evaluating the merits and risks of purchasing the Purchased Stock and Buyer is able to bear the economic risk of Buyer's investment in the Purchased Stock. (g) INFORMATION ABOUT THE COMPANY. (i) Buyer and its advisors, if any, have been furnished with, or otherwise have had full access to, and have had full opportunity to review all publicly available materials regarding the Business of the Company; (ii) no representations, warranties or covenants (including, without limitation, any representations, warranties or covenants regarding the Business of the Company, or the future value, if any, of the Purchased Stock) have been made by Seller to Buyer except as set forth in this Agreement; (iii) Buyer is relying on its own investigation and examination of the Business of the Company in deciding to purchase the Purchased Stock; and (iv) even though Seller owns the Purchased Stock, there may exist material non-public information regarding the Business of the Company of which Seller is not in possession, and Buyer is not relying on Seller to investigate and disclose to Buyer any such information which may exist. (h) RESTRICTED SECURITIES. The shares of the Purchased Stock are currently (and when purchased by Buyer will continue to be) Restricted Securities (as such term is defined in Rule 144 promulgated under the Act), are being offered and sold to Buyer in a transaction not registered under the Act, and Seller, in transferring and selling the 4 5 Purchased Stock to Buyer, is relying upon the truth and accuracy of the representations and warranties of Buyer set forth in this Agreement. 5. COVENANT REGARDING PUBLICITY. Buyer and Seller shall cooperate with each other in connection with all publicity relating to the transactions contemplated by this Agreement and each agrees not to issue any press release, publicity statement or other public notice relating to this Agreement or the transactions contemplated by this Agreement without the other's prior written consent (which shall not be unreasonably withheld or delayed), except to the extent that any such press release, publicity statement or other public notice is required by applicable law. 6. BUYER'S COVENANTS REGARDING RESALE OF THE PURCHASED STOCK. Buyer hereby covenants and agrees that it shall not offer for sale, sell or otherwise transfer the Purchased Stock except pursuant to an effective registration statement under the Act or pursuant to exemption from registration under the Act. 7. MISCELLANEOUS. (a) GOVERNING LAW. THIS AGREEMENT, AND THE LEGAL RELATIONS BETWEEN THE PARTIES WITH RESPECT HERETO, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICT OF LAW DOCTRINES. (b) HEADINGS. The descriptive headings of the sections of this Agreement are for convenience only and do not constitute a part of this Agreement. (c) ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding of the parties hereto, and incorporates all prior and contemporaneous discussions, agreements and understandings between the parties with respect to the subject matter hereof. (d) COUNTERPARTS. This Agreement and any amendment hereto may be executed in one or more counterparts and by different parties in separate counterparts. Such counterparts shall constitute one and the same agreement and shall become effective when the counterparts have been signed by each party and delivered to the other party. The facsimile transmission of an executed counterpart to this Agreement shall be effective as an original. (e) ATTORNEY'S FEES. In the event of any action by any party arising under or out of, in connection with or in respect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and expenses incurred in such action. (f) MODIFICATION. Neither this Agreement nor any provisions hereof shall be waived, modified, changed, discharged, terminated, revoked or cancelled except by an 5 6 instrument in writing signed by the party against whom any change, discharge or termination is sought. (g) NOTICES. Any notice or other communication hereunder shall be given in writing and either delivered in person, transmitted by telex or telecopy, mailed (postage prepaid), or delivered by private courier service, as follows: If to Buyer, addressed to: EV Global Motors Company 10880 Wilshire Boulevard, Suite 1400 Los Angeles, California 90024 Attention: President Telecopy: (310) 441-2651 With a copy to: O'Melveny & Myers LLP 400 South Hope Street Los Angeles, California 90071-2899 Attention: D. Stephen Antion, Esq. Telecopy: (213) 669-6407 If to Seller, addressed to: Alcan Aluminium Limited 1188 Sherbrooke Street West Montreal, Quebec H38 3G2 CANADA Attention: Mr. Michael A. Bell Telecopy: (514) 848-1444 With a copy to: Jones, Day, Reavis & Pogue North Point, 901 Lakeside Avenue Cleveland, Ohio 44114 Attention: Michael Marting, Esq. Telecopy: (216) 579-0212; or to such other addresses as Seller or Buyer may from time to time designate by notice as provided herein, provided that notices of change of address shall be effective only upon the receipt thereof. 6 7 (h) SURVIVAL. All representations, warranties and agreements of Buyer and Seller made in this Agreement or in any certificate or instrument delivered pursuant to this Agreement shall survive indefinitely. (i) EXPENSES. Subject to Section 7(e) above, each party hereto shall bear all of the expenses (including, without limitation, the fees of its respective legal counsel, investment advisors and accountants) incurred by or on behalf of such party in connection with the transactions contemplated hereby, including any expenses in connection with the negotiation and preparation of this Agreement. [Remainder of Page Intentionally Left Blank] 7 8 IN WITNESS WHEREOF, the undersigned have caused this Stock Purchase Agreement to be duly executed and delivered as of the date first written above. ALCAN ALUMINIUM LIMITED By: /s/ E. P. LeBlanc ---------------------------- Name: E. P. LeBlanc Title: Executive Vice President EV GLOBAL MOTORS COMPANY By: /s/ Irene DiVito ---------------------------- Name: Irene DiVito Title: Officer/Secretary S-1 EX-99.1 3 EXHIBIT 99.1 1 EXHIBIT Q --------- OFFSHORE SECURITIES PURCHASE AGREEMENT BETWEEN ALCAN ALUMINIUM LIMITED AND GLORIOUS LIMITED EV GLORIOUS CLASS D SHARES DATED AS OF JUNE 23, 1997 2 OFFSHORE SECURITIES PURCHASE AGREEMENT -------------------------------------- THIS OFFSHORE SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 23, 1997, between Alcan Aluminium Limited, a Canadian corporation ("Seller"), and Glorious Limited - EV Glorious Class D Shares ("Buyer"), sets forth the terms and conditions upon which Buyer will purchase from Seller 250,000 shares of common stock, $0.01 par value, of Unique Mobility, Inc., a Colorado corporation ("UMI"), currently held by Seller. This Agreement is executed and delivered in reliance upon the exemption from registration afforded by Regulation S, as originally promulgated and as hereafter amended ("Regulation S") by the U.S. Securities and Exchange Commission ("SEC"), under the U.S. Securities Act of 1933, as amended (the "1933 Act"). In consideration of the mutual promises and subject to the terms and conditions hereinafter set forth, Buyer and Seller hereby agree as follows: I. DEFINITIONS The following words and terms as hereinafter used in this Agreement shall have the meanings set forth below unless otherwise herein provided or unless the context or use herein clearly indicates another or different meaning or intent: 1.1 "Affiliate" shall, as applied to any person or entity, mean any other person or entity directly or indirectly controlling, controlled by or under common control with, such person or entity. 3 1.2 "Agreement" shall have the meaning assigned in the introductory paragraph hereof. 1.3 "Business of UMI" shall have the meaning assigned in Section 4.4(xi). 1.4 "Buyer" shall have the meaning assigned in the introductory paragraph hereof. 1.5 "Buyer's Agent" shall mean Millennium Financial Group, Inc., with an address at 1901 Central Drive, Suite 809, Bedford, Texas 76021, U.S.A. 1.6 "Encumbrance" means any claim, charge, easement, encumbrance, lease, covenant, security interest, lien, option, pledge, rights of others, or restrictions (whether on voting, sale, transfer, disposition or otherwise), whether imposed by agreement, understanding, law, equity, or otherwise, except for any restriction on transfer generally arising under any applicable federal or state securities law or reporting obligations under Section 13 or Section 16 of the Securities Exchange Act of 1934. 1.7 "1933 Act" shall have the meaning assigned in the introductory paragraph hereof. 1.8 "Purchase Price" shall have the meaning assigned in Section 2.1 hereof. 1.9 "Regulation S" shall have the meaning assigned in the introductory paragraph hereof. 1.10 "Restricted Period" shall have the meaning assigned in Section 4.4(v) hereof. 1.11 "Restricted Securities" shall have the meaning assigned in Rule 144 promulgated under the 1933 Act. 2 4 1.12 "SEC" shall have the meaning assigned in the introductory paragraph hereof. 1.13 "Seller" shall have the meaning assigned in the introductory paragraph hereof. 1.14 "UMI" shall have the meaning assigned in the introductory paragraph hereof. 1.16 "UMI Certificates" means certificates representing the UMI Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer. 1.15 "UMI Shares" shall mean 250,000 shares of common stock, $0.01 par value, of UMI. Other capitalized words and terms used herein and not defined shall have the meanings given to them in Regulation S. II. TRANSACTION 2.1 PURCHASE AND SALE OF SECURITIES. Subject to the terms and conditions hereinafter set forth, and in reliance upon the representations and warranties contained herein, Buyer does hereby purchase from Seller, and Seller does hereby sell, assign, transfer and deliver to Buyer, the UMI Shares in exchange for an amount equal to Six Hundred Ninety-Two Thousand Five Hundred U.S. Dollars (US$ 692,500) (the "Purchase Price"). Upon execution and delivery of this Agreement, Buyer shall pay, by wire transfer to the designated depository of Seller (which Seller has heretofore notified Buyer of and has provided appropriate wire transfer instructions) in immediately 3 5 available funds the Purchase Price to Seller as payment in full for all of the UMI Shares. Immediately upon receipt by Seller of the Purchase Price, Seller shall deliver the UMI Certificates to Buyer's Agent at the offices of Seller's counsel, Jones, Day, Reavis & Pogue, 555 West Fifth Street, Suite 4600, Los Angeles, California 90013-1025, U.S.A. 2.2 TRANSFER AGENT INSTRUCTIONS. Promptly following the execution and delivery of this Agreement, Seller shall deliver a letter of instructions to the transfer agent for the UMI Shares, requiring such transfer agent to affix a legend, in substantially the form set forth in bold on Exhibit A to this Agreement, on all certificates representing UMI Shares issued in replacement for the UMI Certificates. III. REPRESENTATIONS, WARRANTIES AND COVENANTS BY SELLER Seller hereby represents and warrants to, and covenants with, Buyer as follows: 3.1 ORGANIZATION AND AUTHORITY. Seller is a corporation duly organized, validly existing and in good standing under the laws of Canada and has full power and authority necessary to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereunder. 3.2 AUTHORIZATION AND VALIDITY. The execution, delivery and performance by Seller of this Agreement have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms. 3.3 NO CONFLICT. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict with or result in 4 6 the breach of any of the terms, conditions or provisions of the Certificate of Amalgamation or By-Laws of Seller or any law, regulation, order, writ, injunction or decree of any court or governmental authority, or of any agreement or other material restriction to which Seller is a party or by which it is bound. 3.4 OWNERSHIP AND TITLE. Seller owns the UMI Shares beneficially and of record, free and clear of any Encumbrance, other than Encumbrances created pursuant to the General Agreement dated as of June 7, 1988, as amended between Alcan International Limited, a wholly owned subsidiary of Seller, and UMI. Upon delivery by Seller to Buyer of the UMI Shares, Buyer is acquiring good and marketable title to and complete ownership of the UMI Shares, free and clear of any Encumbrance, except for Encumbrances created pursuant to this Agreement or otherwise created by Buyer. 3.5 OFFSHORE TRANSACTION. (i) Seller has not offered any of the UMI Shares to any U.S. Person or for the account or benefit of any U.S. Person. (ii) In regard to this transaction, Seller has not conducted any Directed Selling Efforts. IV. REPRESENTATIONS, WARRANTIES AND COVENANTS BY BUYER Buyer hereby represents and warrants to and covenants with, Seller as follows: 4.1 ORGANIZATION AND AUTHORITY. Buyer is a duly organized and validly existing under laws of its jurisdiction of formation and has full power and authority necessary to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereunder. 5 7 4.2 AUTHORIZATION AND VALIDITY. The execution, delivery and performance of this Agreement by Buyer have been duly authorized by all requisite action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms. 4.3 NO CONFLICT. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict with or result in the breach of any of the terms, conditions or provisions of the charter and bylaws (or other comparable organizational documents) of Buyer or any law, regulation, order, writ, injunction or decree of any court or governmental authority, or of any agreement or other restriction to which Buyer is a party or by which it is bound. 4.4 OFFSHORE TRANSACTION. (i) Buyer is not a natural person and is not organized under the laws of any jurisdiction within the United States, was not formed by a U.S. Person for the purpose of investing in securities not registered under the 1933 Act and is not otherwise a U.S. Person. Buyer is not an Affiliate of Seller. (ii) At the time the buy order for the UMI Shares was originated, Buyer was outside the United States, and Buyer is outside of the United States as of the date of the execution and delivery of this Agreement. (iii) No offer to purchase the UMI Shares was made by Buyer in the United States. (iv) Buyer is purchasing the UMI Shares for its own account and is qualified to purchase the UMI Shares under the laws of its jurisdiction of residence, and the offer and sale of the UMI Shares will not violate the securities or other laws of such jurisdiction. 6 8 (v) All offers and sales of any of the UMI Shares by Buyer prior to the end of the Restricted Period (as hereinafter defined) shall be made in compliance with all applicable securities laws of any applicable jurisdiction and in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration under the 1933 Act or pursuant to an exemption from registration under the 1933 Act applicable to Restricted Securities. In any case, none of the UMI Shares have been or will be offered or sold by Buyer to, or for the account or benefit of, a U.S. Person or within the United States until after the end of the forty (40) day period (or such longer period as maybe hereafter required under Regulation S) commencing on the later of (x) the date of this Agreement and (y) the date of the first offer of the UMI Shares to persons other than Distributors (the "Restricted Period"), as certified by Buyer to Seller, and thereafter only pursuant to registration under the 1933 Act or an exemption from registration under the 1933 Act applicable to Restricted Securities and pursuant to applicable securities laws of any state of the United States or any other jurisdiction. (vi) The transactions contemplated by this Agreement (a) have not been and will not be pre-arranged by Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be a part of a plan or scheme by Buyer to evade the registration provisions of the 1933 Act. (vii) Buyer understands and agrees that the UMI Shares have never been registered under the 1933 Act, are currently (and when purchased by Buyer will continue to be) Restricted Securities, are being offered and sold to it in a transaction not registered under the 1933 Act and not subject to the registration requirements of the 1933 Act and applicable state securities laws of the United States, and that Seller and 7 9 Buyer are relying upon the rules governing the offer and sales of securities made outside of the United States and upon the truth and accuracy of the representations, warranties, and covenants of Buyer set forth in this Agreement. (viii) Neither Buyer nor any of its affiliates directly or indirectly has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the UMI Shares, any rights to acquire any of the UMI Shares or any securities of the same class as the UMI Shares. (ix) Buyer understands and agrees that it has been advised by Seller to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations regarding the UMI Shares and that it is solely responsible (and that Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation. (x) Buyer understands and agrees that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the UMI Shares. (xi) Buyer understands and agrees that (a) it and its advisors, if any, have been furnished with, or otherwise have had full access to, and had full opportunity to review all publicly available materials regarding UMI's management, business, operations, financial condition, results of operations, assets, properties and business prospects (the "Business of UMI"), (b) no representations, warranties or covenants (including, without limitation, any representations, warranties or covenants regarding the Business of UMI, or the future value, if any, of the UMI Shares have been made by 8 10 Seller to Buyer except as set forth in this Agreement, (c) it is relying on its own investigation and examination of the Business of UMI in deciding to purchase the UMI Shares and (d) even though Seller owns the UMI Shares, there may exist material non-public information regarding the Business of UMI, which Seller is not in possession of, and Buyer is not relying on Seller to investigate and disclose to Buyer any such information which may exist. (xii) Buyer understands and agrees that the purchase of the UMI Shares involves a high degree of risk, including the risk of a complete loss of Buyer's investment, and that Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the UMI Shares and is capable of bearing a complete loss of its investment hereunder. (xiii) Buyer understands and agrees that the certificates representing UMI Shares will set forth, in addition to any legends required by applicable law, a legend in substantially the form set forth in bold on Exhibit A to this Agreement, and Buyer agrees to comply with the terms of such legend. 4.5 BUYER'S AGENT. Buyer's Agent has been duly appointed and authorized to act as Buyer's agent, representative and attorney-in-fact for all purposes of this Agreement, including without limitation execution and delivery of this Agreement, authorization of payment of the Purchase Price by wire transfer, receiving notices given or required to be given under this Agreement and accepting delivery of the UMI Shares from Seller. 9 11 V. MISCELLANEOUS 5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties and agreements of Buyer and Seller made in this Agreement shall survive indefinitely. 5.2 EXPENSES. Each party to this Agreement shall bear all of the expenses (including, without limitation, the fees of its respective legal counsel, investment advisors and accountants) incurred by or on behalf of such party in connection with the transactions contemplated hereby, including any expenses in connection with the negotiation and preparation of this Agreement. 5.3 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, inure to the benefit of, and may be enforced by, each of the parties to this Agreement and its successors and assigns, provided that no benefit under this Agreement may be voluntarily assigned by any party without the prior consent of the other party. 5.4 NOTICES. All notices consents, waivers and other communications by Seller or Buyer hereunder shall be given (and shall be deemed to have been duly given) by delivery in person, or by cable, telegram, facsimile or telex, or by mail (registered or certified, postage prepaid, return receipt requested) to the respective parties as follows: (i) If to Buyer: Glorious Limited EV Glorious Class D Shares c/o Millennium Financial Group, Inc. 1901 Central Drive Suite 809 Bedford, Texas 76021 U.S.A. 10 12 (ii) If to Seller: Alcan Aluminium Limited 1188 Sherbrooke Street West Montreal, Quebec, Canada H3A 3G2 Attention: Mr. Michael A. Bell (iii) Or to such addresses as Seller or Buyer may from time to time designate by notice as provided herein, except that notices of change of address shall be effective only upon receipt. 5.5 ENTIRE AGREEMENT. This Agreement supersedes any other agreement, whether written or oral, that may have been made or entered into by Seller or Buyer relating to the matters contemplated hereby and constitutes the entire agreement between the parties. 5.6 SEVERABILITY. Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid, such decision shall not affect the validity of the remaining portion, which shall continue in full force and effect as if this Agreement had been executed with the invalid portion eliminated therefrom. 5.7 AMENDMENTS. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a writing executed by other of the parties hereto. 5.8 HEADINGS. The headings in this Agreement have been inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. 5.9 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute 11 13 one and the same instrument. The facsimile transmission of an executed counterpart to this Agreement shall be effective as an original. 5.10 ARBITRATION PROCEDURE. All claims or disputes arising under this Agreement that are not otherwise resolved by negotiation and agreement between the parties shall be subject to arbitration under this Agreement. The place of arbitration shall be in the Borough of Manhattan, New York City, New York. Except as otherwise expressly provided herein, all arbitration proceedings commenced hereunder shall be subject to the Uniform Arbitration Act as in effect in the State of New York and the Commercial Arbitration Rules of the American Arbitration Association, as amended from time to time. A request for arbitration shall be in writing, setting forth in detail the claim or claims to be arbitrated, the amount involved, if any, and the remedy sought. It shall be delivered to the other party within thirty (30) days of the date of the first knowledge of the claiming party of the occurrence or conditions giving rise to the dispute. Any failure to request arbitration within such thirty (30) day period shall be deemed a waiver of the right to arbitrate the dispute. Within fifteen (15) days after delivery of the request, the parties shall agree upon an arbitrator. If the parties are unable to agree upon the arbitrator within such fifteen (15) days, either party or the parties jointly shall request the American Arbitration Association to submit to each party an identical panel of five (5) persons, each of whom (a) shall be a member of a state bar engaged in the practice of law in the United States or a retired member of a state or the federal judiciary in the United States, (b) shall be impartial, disinterested and independent of the parties and their Affiliates, with a reputation for fairness, and (c) shall have expertise in the process of deciding disputes. Alternate strikes shall be made 12 14 to the panel, commencing with the party requesting arbitration, until the name of one person remains. The person thus remaining shall serve as arbitrator for such arbitration. The decision of the arbitrator shall be limited to selecting either the position and remedy stated by the party in its request or the position and remedy stated by the other party in its response to such request. The arbitrator shall have no power to mediate or compromise any dispute, but shall have only the limited authority herein provided to review the information presented by the parties and to select the position and remedy proposed by one of the parties. The award of the arbitrator shall be final and binding upon the parties, subject to Section 5.11 hereof. 5.11 APPLICATIONS TO THE COURT. Applications to a court referred to in Section 10.12 hereof may be made by a party in accordance with the Uniform Arbitration Act as in effect in the State of New York (a) to confirm an award entered by the arbitrator and (b) to modify, correct or vacate an award on the grounds of fraud or manifest disregard of the law. 5.12 GOVERNING LAW. THIS AGREEMENT SHALL IN ALL RESPECTS BE INTERPRETED, CONSTRUED, AND GOVERNED BY AND IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK. EACH OF BUYER AND SELLER HEREBY AGREES IRREVOCABLY THAT ANY ACTION OR PROCEEDING BY OR AGAINST IT PURSUANT TO SECTION 5.11 HEREOF, SHALL BE BROUGHT IN AND ONLY IN THE COURTS OF THE STATE OF NEW YORK, OR TO THE EXTENT THAT FEDERAL SUBJECT MATTER JURISDICTION MIGHT EXIST, ONLY IN THE COURT OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW 13 15 YORK, AND BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT EACH OF BUYER AND SELLER HEREBY SUBMITS IRREVOCABLY TO THE JURISDICTION OF EACH SUCH COURT AND DESIGNATES, APPOINTS, AND EMPOWERS IRREVOCABLY CT CORPORATION SYSTEM, WITH OFFICES AT 1633 BROADWAY, NEW YORK, NEW YORK, TO RECEIVE ON ITS BEHALF SERVICE OF PROCESS IN THE STATE OF NEW YORK AND FURTHER CONSENTS IRREVOCABLY TO THE SERVICE OF PROCESS OUTSIDE THE TERRITORIAL JURISDICTION OF SAID COURTS BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, FACSIMILE, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS ADDRESS SPECIFIED HEREIN. IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be duly executed and delivered as of the date first above written. ALCAN ALUMINIUM LIMITED By: /s/ E. P. LeBlanc ---------------------------------- Title: E. P. LeBlanc Executive Vice President GLORIOUS LIMITED EV GLORIOUS CLASS D SHARES By: Millennium Financial Group, Inc., Agent By: /s/ S. Gluck -------------------------------- Title: Sec./Treasurer 14 16 EXHIBIT A THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT THEN IN EFFECT UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT APPLICABLE TO RESTRICTED SECURITIES (AS DEFINED IN THE REGULATIONS UNDER THE SECURITIES ACT) OR (3) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. IN THE CASE OF A TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE UNDER (2) OR (3) OF THE PRECEDING SENTENCE, UNIQUE MOBILITY, INC. ("UMI") SHALL HAVE RECEIVED A LEGAL OPINION FROM COUNSEL ACCEPTABLE TO UMI, IN FORM AND SUBSTANCE SATISFACTORY TO UMI, TO THE EFFECT THAT SUCH TRANSFER MAY BE LEGALLY EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT. EX-99.2 4 EXHIBIT 99.2 1 EXHIBIT R --------- GLORIOUS LTD Registered Office at Maples & Calder P.O. Box 309 Ugland House South Church Street George Town Grand Cayman, Cayman Islands, B.W.I. June 23, 1997 Serge Fecteau, Esq. Alcan Aluminium VIA FACSIMILE: 001.514.848.8372 Dear Mr. Fecteau: In reference to the purchase of 250,000 shares of Unique Mobility restricted shares, I have been advised of the Offshore Securities Purchase Agreement dated June 23, 1997. I understand that said securities have not been registered under the United States Securities Act of 1933. I further understand that the aforementioned agreement is being executed and delivered in reliance upon the exemption from registration afforded by Regulation S, under the U.S. Securities Act of 1933 and is governed in accordance with the internal substantive laws of the State of New York. I affirm that Shelley Gluck, Sec./Treasurer of Millennium Financial Group, Inc., has been appointed as our agent and has authorization to sign the Offshore Securities Purchase Agreement on our behalf. Regards, /s/ Corrado Guscetti Corrado Guscetti Glorious Limited -----END PRIVACY-ENHANCED MESSAGE-----