UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||||
WASHINGTON, D.C. 20549 | ||||||||||||||||
_____________________ | ||||||||||||||||
FORM 10-K/A | ||||||||||||||||
ANNUAL REPORT | ||||||||||||||||
PURSUANT TO SECTION 13 OR 15(d) | ||||||||||||||||
OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||
(Mark One) | ||||||||||||||||
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | |||||||||||||||
SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||
For the fiscal year ended March 31, 2008 | ||||||||||||||||
OR | ||||||||||||||||
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | |||||||||||||||
SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||
For the transition period from to | ||||||||||||||||
Commission file number 1-10869 | ||||||||||||||||
UQM TECHNOLOGIES, INC. | ||||||||||||||||
(Exact name of registrant as specified in its charter) | ||||||||||||||||
______________________ | ||||||||||||||||
Colorado | 84-0579156 | |||||||||||||||
(State or other jurisdiction | (I.R.S. Employer | |||||||||||||||
of incorporation or organization) | Identification No.) | |||||||||||||||
7501 Miller Drive, Frederick, Colorado | 80530 | |||||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||||
Registrant's telephone number, including area code: (303) 278-2002 | ||||||||||||||||
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: | ||||||||||||||||
Name of each exchange on which registered | ||||||||||||||||
Title of each class | American Stock Exchange | |||||||||||||||
Common Stock | Pacific Stock Exchange | |||||||||||||||
Chicago Stock Exchange | ||||||||||||||||
Frankfurt Stock Exchange | ||||||||||||||||
Berlin Stock Exchange | ||||||||||||||||
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: | ||||||||||||||||
None. | ||||||||||||||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | ||||||||||||||||
Yes [ ] No [X] | ||||||||||||||||
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. | ||||||||||||||||
Yes [ ] No [X] | ||||||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||||||||||||||||
Yes [X] No [ ] | ||||||||||||||||
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ] | ||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. | ||||||||||||||||
[ ] Large accelerated filer | [X] Accelerated filer | [ ] Non-accelerated filer | [ ] Smaller reporting company | |||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ||||||||||||||||
Yes [ ] No [X] | ||||||||||||||||
The aggregate market value of the registrant's common stock ("Common Stock") held by non-affiliates is approximately $62,747,153 (based on the May 20, 2008 closing price of Common Stock of $2.40 per share as reported on the American Stock Exchange). As of May 20, 2008, there were 26,810,217 shares of Common Stock outstanding. | ||||||||||||||||
DOCUMENTS INCORPORATED BY REFERENCE | ||||||||||||||||
Document of the Registrant | Form 10-K Reference Locations | |||||||||||||||
Portions of the 2008 Proxy Statement | Part III | |||||||||||||||
EXPLANATORY NOTE
We are filing this Form 10-K/A (Amendment No. 1) for the fiscal year ended March 31, 2008 to amend the certifications attached as Exhibits 31.1, 31.2 and 32.1 to correct a clerical error in the certifications.
Except for the foregoing, this amendment does not amend the Annual Report in any way and does not modify or update any disclosures contained in the Annual Report, which continues to speak as of the original date of the Annual Report.
PART IV
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K | ||
(a) | 1. | Financial Statements | |
UQM Technologies, Inc. (included in Part II): | |||
Reports of Independent Registered Public Accounting Firm. | |||
Consolidated Balance Sheets, March 31, 2008 and March 31, 2007. | |||
Consolidated Statements of Operations for the Years Ended March 31, 2008, 2007 and 2006. | |||
Consolidated Statements of Stockholders' Equity and Comprehensive Loss for the Years Ended March 31, 2008, 2007 and 2006. | |||
Consolidated Statements of Cash Flows for the Years Ended March 31, 2008, 2007 and 2006. | |||
Notes to Consolidated Financial Statements. | |||
2. | Financial Statement Schedules: | ||
Valuation and Qualifying Accounts. See note 17 to the Consolidated Financial Statements above. | |||
3. | Reports on Form 8-K | ||
Report regarding the completion of a private placement offering filed June 24, 2007. | |||
Report regarding amendments to the employment agreements of William G. Rankin and Donald A. French | |||
and the execution of employment agreements with Ronald M. Burton and Jon Lutz filed September 20, | |||
2007. | |||
Report regarding changes to the compensation of Messrs. William G. Rankin, Donald A. French, Ronald | |||
G. Burton and Jon Lutz filed November 6, 2007. | |||
Report regarding the retirement of Ernest H. Drew and the appointment of Joseph P. Sellinger to the | |||
Board of Directors filed March 24, 2008. | |||
(b) | Exhibits: | ||
3.1 | Bylaws. Reference is made to Exhibit 3.1 of our Annual Report on Form 10-K for the year ended March 31, 2005 (No. 0-9146), which is incorporated herein by reference. | ||
3.2 | Restated Articles of Incorporation. Reference is made to Exhibit 3.2 of our Annual Report on Form 10-K for the year ended October 31, 1993 (No. 0-9146), which is incorporated herein by reference. | ||
4.1 | Specimen Stock Certificate. Reference is made to Exhibit 3.1 of our Registration Statement on Form 10 dated February 27, 1980 (No. 0-9146), which is incorporated herein by reference. | ||
10.1 | Form of Warrant. Reference is made to Exhibit 4.2 of our Post Effective Amendment Number One to the Registration Statement on Form S-2 (No. 333-118528) filed on November 5, 2004, which is incorporated herein by reference. | ||
10.2 | UQM Technologies, Inc. Employee Stock Purchase Plan. Reference is made to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (No. 33-34612), which is incorporated herein by reference. | ||
10.3 | UQM Technologies, Inc. Stock Option Plan for Non-Employee Directors. Reference is made to Exhibit 10.39 of the Company's Annual Report on Form 10-K (No. 0-9146) for the year ended October 31, 1993, which is incorporated herein by reference. | ||
10.4 | UQM Technologies, Inc. Amended 2002 Equity Incentive Plan. Reference is made to Exhibit 10.1 of our Current Report on Form 8-K filed on August 12, 2005, which is incorporated herein by reference. | ||
10.5 | Stock Bonus Plan. Reference is made to Exhibit 10.2 of our Current Report on Form 8-K filed on August 12, 2005, which is incorporated herein by reference. | ||
10.6* | Form of Incentive Stock Option Agreement. | ||
10.7* | Form of Non-Qualified Stock Option Agreement. | ||
10.8* | Form of Restricted Stock Agreement. | ||
10.9* | Employment Agreement with William G. Rankin dated May 5, 2008. | ||
10.10* | Employment Agreement with Donald A. French dated May 5, 2008. | ||
10.11* | Employment Agreement with Ronald M. Burton dated September 17, 2007. | ||
10.12* | Employment Agreement with Jon Lutz dated September 17, 2007. | ||
10.13 | Form of Indemnification Agreement. Reference is made to Exhibit 10.18 of our Annual Report on Form 10-K for the year ended March 31, 2005 (No. 1-10869), which is incorporated herein by reference. | ||
21.0 | Subsidiaries of the Company. Reference is made to Exhibit 21.0 of our Annual Report on Form 10-K for the year ended March 31, 2005 (No. 1-10869), which is incorporated herein by reference. | ||
23.1* | Consent of Grant Thornton LLP. | ||
31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act 2002. | ||
* previously filed
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, UQM Technologies, Inc. has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Frederick, Colorado on the 10th day of March, 2009.
UQM TECHNOLOGIES, INC.,
a Colorado Corporation
By: | /s/William G. Rankin | ||
William G. Rankin | |||
Chairman of the Board of Directors | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of UQM Technologies, Inc., in the capacities indicated and on the date indicated.
Signature | Title | Date |
/s/William G. Rankin William G. Rankin | Chairman of the Board of Directors and President (Principal Executive Officer) | March 10, 2009 |
/s/Donald A. French Donald A. French | Treasurer and Secretary (Principal Financial and Accounting Officer) | March 10, 2009 |
/s/Stephen J. Roy Stephen J. Roy | Director | March 10, 2009 |
/s/Jerome H. Granrud Jerome H. Granrud | Director | March 10, 2009 |
/s/Donald W. Vanlandingham Donald W. Vanlandingham | Director | March 10, 2009 |
/s/Joseph P. Sellinger Joseph P. Sellinger | Director | March 10, 2009 |