<html>

<head>
<title>Form S-8, Stock Bonus Plan</title>
</head>

<body>

<p align="right">As filed with the Securities and Exchange Commission on October 25, 2005<br>
</p>

<p align="center">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</p>

<p align="center">FORM S-8</p>

<p align="center">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</p>

<p align="center">&nbsp;</p>

<p align="center"><strong>UQM TECHNOLOGIES, INC.</strong><br>
<font size="2">(Exact name of registrant as specified in its charter)</font></p>
<div align="center"><center>

<table cellSpacing="0" cellPadding="7" width="638" border="0">
  <tr>
    <td vAlign="top" width="50%" align="center"><strong>Colorado</strong><br>
    <font size="2">(State or Other Jurisdiction of<br>
    Incorporation or Organization)</font></td>
    <td vAlign="top" width="50%" align="center"><strong>84-0579156</strong><br>
    <font size="2">(I.R.S. Employer Identification Number)</font></td>
  </tr>
</table>
</center></div>

<dir>
  <dir>
    <blockquote>
      <p>&nbsp; </p>
    </blockquote>
  </dir>
</dir>
<div align="center"><center>

<table cellSpacing="0" cellPadding="7" width="638" border="0">
  <tr>
    <td vAlign="top" width="50%" align="center"><strong>7501 Miller Drive,
    Frederick,&nbsp;Colorado&nbsp;&nbsp; &nbsp;&nbsp;</strong><br>
    <font size="2">(Address of principal executive offices)</font></td>
    <td vAlign="top" width="50%" align="center"><strong>80530</strong><br>
    <font size="2">(Zip Code)</font></td>
  </tr>
</table>
</center></div>

<dir>
  <dir>
    <blockquote>
      <p>&nbsp; </p>
    </blockquote>
  </dir>
</dir>

<p align="center"><strong>UQM Technologies, Inc. Stock Bonus Plan</strong><br>
<font size="2">(Full title of plan)</font></p>

<p align="center"><strong>Donald A. French, Treasurer&nbsp;<br>
7501 Miller Drive, Frederick,&nbsp;Colorado&nbsp;&nbsp; &nbsp;&nbsp;80530</strong><br>
<font size="2">(Name and address of agent for service)</font></p>

<p align="center"><br>
<strong>(303) 278-2002</strong><br>
<font size="2">(Telephone number, including area code, of agent for service)</font></p>

<p align="center">&nbsp;</p>

<p align="center"><font size="2">Copy to:<br>
</font>Nick Nimmo, Esq.<br>
Holme Roberts &amp; Owen LLP<br>
1700 Lincoln Street, Suite 4100<br>
Denver, Colorado 80203<br>
(303) 861-7000</p>
<font size="2">

<p align="center">CALCULATION OF REGISTRATION FEE</font></p>

<p align="center">&nbsp;</p>

<table cellSpacing="0" cellPadding="7" width="638" border="0">
  <tr>
    <td vAlign="top" width="20%"><font size="2"><p align="center">TITLE OF SECURITIES TO BE
    REGISTERED</font></td>
    <td vAlign="top" width="20%"><font size="2"><p align="center">AMOUNT TO BE REGISTERED</font></td>
    <td vAlign="top" width="20%"><font size="2"><p align="center">PROPOSED MAXIMUM OFFERING
    PRICE PER SHARE (1)</font></td>
    <td vAlign="top" width="20%"><font size="2"><p align="center">PROPOSED MAXIMUM AGGREGATE
    OFFERING PRICE(1)</font></td>
    <td vAlign="top" width="20%"><font size="2"><p align="center">AMOUNT OF REGISTRATION FEE</font></td>
  </tr>
  <tr>
    <td vAlign="top" width="20%"><font size="2">Common Stock</font></td>
    <td vAlign="top" width="20%"><font size="2"><p align="center">554,994 shares</font></td>
    <td vAlign="top" width="20%"><font size="2"><p align="center">$3.59</font></td>
    <td vAlign="top" width="20%"><p align="center"><font size="2">$1,992,428.46</font></td>
    <td vAlign="top" width="20%"><p align="center"><font size="2">$234.51</font></td>
  </tr>
</table>
<font size="1">

<p>(1) Estimated solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low sales prices of
the Registrant's Common<br>
&nbsp;&nbsp;&nbsp;&nbsp; Stock on October 21, 2005, as reported on the American Stock
Exchange.</p>

<p>&nbsp;</p>
</font>

<p>&nbsp;</p>

<hr>
<b>

<p align="center">PART I<br>
<br>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</p>
</b>

<p><br>
The information called for in Part I of Form S-8 is not being filed with or included in
this Registration Statement on Form S-8 (by incorporation, by<br>
reference or otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission.</p>

<p align="center"><br>
<br>
<b>PART II<br>
<br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>
</b>

<p><br>
<br>
<b>Item 3. Incorporation of Documents by Reference</b><br>
<br>
The following documents filed by UQM with the SEC are incorporated herein by reference:</p>

<blockquote>
  <p>- UQM's <a
  href="http://www.sec.gov/Archives/edgar/data/315449/000031544905000007/0000315449-05-000007-index.htm">Annual
  Report on Form 10-K for the year ended March 31, 2005</a>, filed May 27, 2005; </p>
</blockquote>

<blockquote>
  <p>- UQM's <a
  href="http://www.sec.gov/Archives/edgar/data/315449/000031544905000022/0000315449-05-000022-index.htm">Quarterly
  Report on Form 10-Q for the quarter ended June 30, 2005</a>, filed August 3, 2005; </p>
</blockquote>

<blockquote>
  <p>- UQM's Current Reports on Form 8-K filed <a
  href="http://www.sec.gov/Archives/edgar/data/315449/000031544905000011/0000315449-05-000011-index.htm">June
  30, 2005</a>,&nbsp; <a
  href="http://www.sec.gov/Archives/edgar/data/315449/000031544905000018/0000315449-05-000018-index.htm">July&nbsp;25,
  2005</a> and <a
  href="http://www.sec.gov/Archives/edgar/data/315449/000089973305000042/0000899733-05-000042-index.htm">August
  12, 2005</a>; </p>
</blockquote>

<blockquote>
  <p>- the description of UQM's common stock contained in its Form 8-A, file no. 1-10869. </p>
</blockquote>

<p><br>
In addition, all documents filed by UQM pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this registration<br>
statement and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters<br>
all securities then remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part of it from the<br>
respective dates of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein<br>
shall be deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or<br>
in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any<br>
such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.</p>

<p>&nbsp;</p>

<p><strong>Item 5. Interests of Named Experts and Counsel </strong></p>

<p>Certain legal matters with respect to the issuance of the securities offered hereby
will be passed upon for us by Holme Roberts &amp; Owen LLP. </p>

<p>&nbsp;</p>
<b>

<p>Item 6. Indemnification of Directors and Officers</p>
</b>

<p>Article VI of the Bylaws of the Company provides for the indemnification by the Company
of each director, officer, employee or agent of the Company and its subsidiaries in
connection with any claim, action, suit or proceeding brought or threatened by reason of
his position with the Company or any of its subsidiaries, provided that the indemnified
party acted in good faith and in a manner he believed to be in the Company's best
interest. In addition, Article XI of the Company's Articles of Incorporation provides that
to the fullest extent permitted by the Colorado Corporation Code, as the same exists or
hereafter shall be amended, a director of the Company shall not be liable to the Company
or its shareholders for monetary damages for breach of fiduciary duty as a director.</p>

<p>Section 7-109-102 of the Colorado Business Corporation Act permits indemnification of a
director of a Colorado corporation, in the case of a third party action, if the director
(a) conducted himself in good faith, (b) reasonably believed that (i) in the case of
conduct in his official capacity, his conduct was in the corporation's best interest, or
(ii) in all other cases, his conduct was not opposed to the corporation's best interest,
and (c) in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful. The section further provides for mandatory indemnification of
directors and officers who are successful on the merits or otherwise in litigation.</p>

<p>The statute limits the indemnification that a corporation may provide to its directors
in two key respects. A corporation may not indemnify a director in a derivative action in
which the director is held liable to the corporation, or in any proceeding in which the
director is held liable on the basis of his improper receipt of a personal benefit. The
statute permits a corporation to indemnify and advance litigation expenses to officers,
employees and agents who are not directors to a greater extent than directors if
consistent with law and provided for by the articles of incorporation, the bylaws, a
resolution of directors or shareholders, or a contract between the corporation and the
officer, employee or agent.</p>

<p>&nbsp;</p>

<table cellSpacing="0" width="624" border="0">
  <tr>
    <td vAlign="center" width="9%"><b>Item 8.</b></td>
    <td vAlign="center" width="91%"><b>Exhibits</b></td>
  </tr>
  <tr>
    <td vAlign="center" width="9%">5.1</td>
    <td vAlign="center" width="91%">&nbsp;Legal Opinion of Holme Roberts &amp; Owen LLP</td>
  </tr>
  <tr>
    <td vAlign="center" width="9%">23.1</td>
    <td vAlign="center" width="91%">Consent of Grant Thornton LLP</td>
  </tr>
  <tr>
    <td vAlign="center" width="9%">23.2</td>
    <td vAlign="center" width="91%">Consent of KPMG LLP</td>
  </tr>
  <tr>
    <td vAlign="center" width="9%">23.3</td>
    <td vAlign="center" width="91%">Consent of Holme Roberts &amp; Owen LLP is included in
    Exhibit 5.1</td>
  </tr>
  <tr>
    <td vAlign="center" width="9%">24.1</td>
    <td vAlign="center" width="91%">Power of Attorney (included on the signature pages).</td>
  </tr>
</table>

<p>&nbsp;</p>
<b>

<p>Item 9. Undertakings</p>
</b>

<p>(a) The undersigned registrant hereby undertakes:</p>

<blockquote>
  <p>(1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement: </p>
</blockquote>

<dir>
  <blockquote>
    <p>(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
    1933; </p>
  </blockquote>
  <blockquote>
    <p>(ii) To reflect in the prospectus any facts or events arising after the effective date
    of this registration statement (or the most recent post-effective amendment thereof)
    which, individually or in the aggregate, represent a fundamental change in the information
    set forth in this registration statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of securities offered
    would not exceed that which was registered) and any deviation from the low or high end of
    the estimated maximum offering range may be reflected in the form of prospectus filed with
    the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
    represent no more than 20 percent change in the maximum aggregate offering price set forth
    in the &quot;Calculation of Registration Fee&quot; table in the effective registration
    statement; and </p>
  </blockquote>
  <blockquote>
    <p>(iii) To include any material information with respect to the plan of distribution not
    previously disclosed in this registration statement or any material change to such
    information in this registration statement; </p>
  </blockquote>
  <blockquote>
    <p>provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
    information required to be included in a post-effective amendment by those paragraphs is
    contained in periodic reports filed with or furnished to the Commission by the registrant
    pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
    incorporated by reference in this registration statement. </p>
  </blockquote>
  <blockquote>
    <p>(2) That, for the purpose of determining any liability under the Securities Act of
    1933, each such post-effective amendment shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of such securities
    at that time shall be deemed to be the initial bona fide offering thereof. </p>
  </blockquote>
  <blockquote>
    <p>(3) To remove from registration by means of a post-effective amendment any of the
    securities being registered which remain unsold at the termination of the offering. </p>
  </blockquote>
</dir>

<p>(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.</p>

<p>(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the registrant pursuant
to existing provisions, or otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.</p>

<hr>

<p>&nbsp;</p>
<b>

<p align="center">SIGNATURES</p>
</b>

<p>Pursuant to the requirements of the Securities Act of 1933, 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 Frederick, Colorado, on the 25th day of
October, 2005.

<dir>
  <dir>
    <blockquote>
      <p>UQM TECHNOLOGIES, INC. </p>
    </blockquote>
    <blockquote>
      <p>By <u>/s/ Donald A. French&nbsp;</u><br>
      Donald A. French<br>
      Treasurer </p>
    </blockquote>
  </dir>
</dir>
<b>

<p align="center">POWER OF ATTORNEY</p>
</b>

<p>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.</p>

<p>Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates indicated.</p>

<table cellSpacing="0" cellPadding="7" width="589" border="0">
  <tr>
    <td vAlign="top" width="232" height="29"><font size="3"><b>Signatures</b></font></td>
    <td vAlign="top" width="174" height="29"><font size="3"><b>Title</b></font></td>
    <td vAlign="top" width="141" height="29"><font size="3"><b>Date</b></font></td>
  </tr>
  <tr>
    <td vAlign="top" width="232" height="29"><hr>
    </td>
    <td vAlign="top" width="174" height="29"><hr>
    </td>
    <td vAlign="top" width="141" height="29"><hr>
    </td>
  </tr>
  <tr>
    <td vAlign="top" width="232" height="49"><font size="3"><u>/s/ William G. Rankin<br>
    </u>William G. Rankin</font></td>
    <td vAlign="top" width="174" height="49"><font size="3">Chairman of the Board of<br>
    Directors and President (Principal Executive Officer)</font></td>
    <td vAlign="top" width="141" height="49">October<font size="3"> 25, 2005</font></td>
  </tr>
  <tr>
    <td vAlign="top" width="232" height="48"><font size="3"><u>/s/ Donald A. French<br>
    </u>Donald A. French</font></td>
    <td vAlign="top" width="174" height="48"><font size="3">Treasurer and Secretary (Principal
    Financial and Accounting Officer)</font></td>
    <td vAlign="top" width="141" height="48">October<font size="3"> 25, 2005</font></td>
  </tr>
  <tr>
    <td vAlign="top" width="232" height="46"><font size="3"><u>/s/ Ernest H. Drew<br>
    </u>Ernest H. Drew</font></td>
    <td vAlign="top" width="174" height="46"><font size="3">Director</font></td>
    <td vAlign="top" width="141" height="46">October<font size="3"> 25, 2005</font></td>
  </tr>
  <tr>
    <td vAlign="top" width="232" height="45"><font size="3"><u>/s/ Stephen J. Roy</u> <u><br>
    </u>Stephen J. Roy</font></td>
    <td vAlign="top" width="174" height="45"><font size="3">Director</font></td>
    <td vAlign="top" width="141" height="45">October<font size="3"> 25, 2005</font></td>
  </tr>
  <tr>
    <td vAlign="top" width="232" height="50"><font size="3"><u>/s/ Donald W. Vanlandingham <br>
    </u>Donald W. Vanlandingham</font></td>
    <td vAlign="top" width="174" height="50"><font size="3">Director</font></td>
    <td vAlign="top" width="141" height="50">October<font size="3"> 25, 2005</font></td>
  </tr>
  <tr>
    <td width="232"><font size="3"><u>/s/ Jerome H. Granrud<br>
    </u>Jerome H. Granrud</font></td>
    <td width="174"><font size="3">Director</font></td>
    <td width="141">October<font size="3"> 25, 2005</font></td>
  </tr>
</table>
<u>

<p align="center">&nbsp;</p>
</u>

<p align="center"><u>EXHIBIT INDEX</u></p>

<table cellSpacing="0" width="624" border="0">
  <tr>
    <td vAlign="center" width="9%"><b>Item 8.</b></td>
    <td vAlign="center" width="91%"><b>Exhibits</b></td>
  </tr>
  <tr>
    <td vAlign="center" width="9%">5.1</td>
    <td vAlign="center" width="91%">&nbsp;Legal Opinion of Holme Roberts &amp; Owen LLP</td>
  </tr>
  <tr>
    <td vAlign="center" width="9%">23.1</td>
    <td vAlign="center" width="91%">Consent of Grant Thornton LLP</td>
  </tr>
  <tr>
    <td vAlign="center" width="9%">23.2</td>
    <td vAlign="center" width="91%">Consent of KPMG LLP</td>
  </tr>
  <tr>
    <td vAlign="center" width="9%">23.3</td>
    <td vAlign="center" width="91%">Consent of Holme Roberts &amp; Owen LLP is included in
    Exhibit 5.1</td>
  </tr>
  <tr>
    <td vAlign="center" width="9%">24.1</td>
    <td vAlign="center" width="91%">Power of Attorney (included on the signature pages).</td>
  </tr>
</table>
</body>
</html>
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Form S-8, Stock Bonus Plan
As filed with the Securities and Exchange Commission on October 25, 2005
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
(State or Other Jurisdiction of
Incorporation or Organization)
84-0579156
(I.R.S. Employer Identification Number)
7501 Miller Drive,
    Frederick, Colorado
(Address of principal executive offices)
80530
(Zip Code)
UQM Technologies, Inc. Stock Bonus Plan
(Full title of plan)
Donald A. French, Treasurer
7501 Miller Drive, Frederick, Colorado     80530
(Name and address of agent for service)
(303) 278-2002
(Telephone number, including area code, of agent for service)
Copy to:
Nick Nimmo, Esq.
Holme Roberts & Owen LLP
1700 Lincoln Street, Suite 4100
Denver, Colorado 80203
(303) 861-7000
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE
    REGISTERED
AMOUNT TO BE REGISTERED
PROPOSED MAXIMUM OFFERING
    PRICE PER SHARE (1)
PROPOSED MAXIMUM AGGREGATE
    OFFERING PRICE(1)
AMOUNT OF REGISTRATION FEE
Common Stock
554,994 shares
$3.59
$1,992,428.46
$234.51
(1) Estimated solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low sales prices of
the Registrant's Common
Stock on October 21, 2005, as reported on the American Stock
Exchange.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in
this Registration Statement on Form S-8 (by incorporation, by
reference or otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by UQM with the SEC are incorporated herein by reference:
- UQM's
Annual
  Report on Form 10-K for the year ended March 31, 2005
, filed May 27, 2005;
- UQM's
Quarterly
  Report on Form 10-Q for the quarter ended June 30, 2005
, filed August 3, 2005;
- UQM's Current Reports on Form 8-K filed
June
  30, 2005
,
July 25,
  2005
and
August
  12, 2005
;
- the description of UQM's common stock contained in its Form 8-A, file no. 1-10869.
In addition, all documents filed by UQM pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates that all
securities offered 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 of it from the
respective dates of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel
Certain legal matters with respect to the issuance of the securities offered hereby
will be passed upon for us by Holme Roberts & Owen LLP.
Item 6. Indemnification of Directors and Officers
Article VI of the Bylaws of the Company provides for the indemnification by the Company
of each director, officer, employee or agent of the Company and its subsidiaries in
connection with any claim, action, suit or proceeding brought or threatened by reason of
his position with the Company or any of its subsidiaries, provided that the indemnified
party acted in good faith and in a manner he believed to be in the Company's best
interest. In addition, Article XI of the Company's Articles of Incorporation provides that
to the fullest extent permitted by the Colorado Corporation Code, as the same exists or
hereafter shall be amended, a director of the Company shall not be liable to the Company
or its shareholders for monetary damages for breach of fiduciary duty as a director.
Section 7-109-102 of the Colorado Business Corporation Act permits indemnification of a
director of a Colorado corporation, in the case of a third party action, if the director
(a) conducted himself in good faith, (b) reasonably believed that (i) in the case of
conduct in his official capacity, his conduct was in the corporation's best interest, or
(ii) in all other cases, his conduct was not opposed to the corporation's best interest,
and (c) in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful. The section further provides for mandatory indemnification of
directors and officers who are successful on the merits or otherwise in litigation.
The statute limits the indemnification that a corporation may provide to its directors
in two key respects. A corporation may not indemnify a director in a derivative action in
which the director is held liable to the corporation, or in any proceeding in which the
director is held liable on the basis of his improper receipt of a personal benefit. The
statute permits a corporation to indemnify and advance litigation expenses to officers,
employees and agents who are not directors to a greater extent than directors if
consistent with law and provided for by the articles of incorporation, the bylaws, a
resolution of directors or shareholders, or a contract between the corporation and the
officer, employee or agent.
Item 8.
Exhibits
5.1
Legal Opinion of Holme Roberts & Owen LLP
23.1
Consent of Grant Thornton LLP
23.2
Consent of KPMG LLP
23.3
Consent of Holme Roberts & Owen LLP is included in
    Exhibit 5.1
24.1
Power of Attorney (included on the signature pages).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
    1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date
    of this registration statement (or the most recent post-effective amendment thereof)
    which, individually or in the aggregate, represent a fundamental change in the information
    set forth in this registration statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of securities offered
    would not exceed that which was registered) and any deviation from the low or high end of
    the estimated maximum offering range may be reflected in the form of prospectus filed with
    the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
    represent no more than 20 percent change in the maximum aggregate offering price set forth
    in the "Calculation of Registration Fee" table in the effective registration
    statement; and
(iii) To include any material information with respect to the plan of distribution not
    previously disclosed in this registration statement or any material change to such
    information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
    information required to be included in a post-effective amendment by those paragraphs is
    contained in periodic reports filed with or furnished to the Commission by the registrant
    pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
    incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of
    1933, each such post-effective amendment shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of such securities
    at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
    securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the registrant pursuant
to existing provisions, or otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Frederick, Colorado, on the 25th day of
October, 2005.
UQM TECHNOLOGIES, INC.
By
/s/ Donald A. French
Donald A. French
Treasurer
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 of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates indicated.
Signatures
Title
Date
/s/ William G. Rankin
William G. Rankin
Chairman of the Board of
Directors and President (Principal Executive Officer)
October
25, 2005
/s/ Donald A. French
Donald A. French
Treasurer and Secretary (Principal
    Financial and Accounting Officer)
October
25, 2005
/s/ Ernest H. Drew
Ernest H. Drew
Director
October
25, 2005
/s/ Stephen J. Roy
Stephen J. Roy
Director
October
25, 2005
/s/ Donald W. Vanlandingham
Donald W. Vanlandingham
Director
October
25, 2005
/s/ Jerome H. Granrud
Jerome H. Granrud
Director
October
25, 2005
EXHIBIT INDEX
Item 8.
Exhibits
5.1
Legal Opinion of Holme Roberts & Owen LLP
23.1
Consent of Grant Thornton LLP
23.2
Consent of KPMG LLP
23.3
Consent of Holme Roberts & Owen LLP is included in
    Exhibit 5.1
24.1
Power of Attorney (included on the signature pages).