As filed with the Securities and Exchange Commission on August 23, 2010
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UQM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Colorado | 84-0579156 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4120 Specialty Place Longmont, Colorado 80504 (303) 682-4900 (Address, including zip code and telephone number, including area code, of registrant's principal executive office) |
UQM Technologies, Inc. 2002 Equity Incentive Plan
(Full title of the plan)
Donald A. French, Treasurer
4120 Specialty Place
Longmont, Colorado 80504
(303) 682-4900
(Name, address, including zip code and telephone number, including area code, of agent for service)
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 definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ X ]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee |
Common Stock, par value $0.01 per share | 500,000 shares (3) | $2.33 | $1,165,000 | $83.07 |
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of common stock.
(2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities Act"), based on based upon the average of the high and low prices of the Registrant's common stock on the NYSE Amex on August 19, 2010.
(3) Increase in the authorized number of shares issuable under the UQM Technologies, Inc. 2002 Equity Incentive Plan.
FORM S-8 PURSUANT TO GENERAL INSTRUCTION E
This Form S-8 is filed with the Securities and Exchange Commission (the "Commission") pursuant to General Instruction E to Form S-8 to register an additional 500,000 shares of Common Stock that may be issued to participants under the UQM Technologies, Inc. 2002 Equity Incentive Plan (amended and restated, effective July 28, 2005), as amended May 20, 2010, effective August 4, 2010..
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by UQM Technologies, Inc. (the "Registrant") with the Commission are incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended March 31, 2010;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010;
(c) The Registrant's Current Reports on Form 8-K filed with the Commission on May 17, June 28, August 6, and August 18, 2010;
(d) The Registrant's Definitive Proxy Statement on Schedule 14A filed with the Commission on June 18, 2010 for the Annual Meeting of Shareholders held on August 4, 2010; and
(e) The description of the Registrant's common stock contained in its Registration Statement on Form 8-A (file no. 0-9146), as amended.
All reports and other documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, excluding any information furnished under Item 7.01 or Item 2.02 of any Current Report on Form 8-K.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following exhibits are submitted herewith or incorporated by reference herein.
Exhibit No. | Description | |
4.1 | Amendment to UQM Technologies, Inc. 2002 Equity Incentive Plan (incorporated by reference from Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A filed with the Commission on June 18, 2010). | |
5.1 | Opinion of Holme Roberts & Owen LLP. | |
23.1 | Consent of Grant Thornton LLP. | |
23.2 | Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1). | |
24.1 | Power of Attorney (included on the signature page). |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Longmont, State of Colorado, on this 20th day of August, 2010.
UQM TECHNOLOGIES, INC. | |
By: | /s/DONALD A. FRENCH |
Donald A. French | |
Treasurer, Secretary and Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below does hereby make, constitute and appoint William G. Rankin and Donald A. French, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution to execute, deliver and file with the Securities and Exchange Commission, for and on his behalf, and in any and all capacities, any and all amendments (including post-effective amendments) to this Registration Statement with all exhibits thereto and other documents in connection therewith, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
/s/WILLIAM G. RANKIN | Chairman of the Board, President and Chief Executive Officer | August 19, 2010 |
/s/DONALD A. FRENCH | Director, Treasurer, Secretary and Chief Financial Officer | August 19, 2010
|
/s/JEROME H. GRANRUD | Director | August 18, 2010
|
/s/STEPHEN J. ROY | Director | August 18, 2010 |
/s/JOSEPH P. SELLINGER | Director | August 18, 2010 |
/s/DONALD W. VANLANDINGHAM | Director | August 19, 2010 |