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<title>Forn S-8, 2002 Option Plan</title>
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<p align="right">As filed with the Securities and Exchange Commission on
November 21, 2002<br>
Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</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">UQM TECHNOLOGIES, INC.<br>
(Exact name of registrant as specified in its charter)</p>
<div align="center">
  <center>
  <table cellSpacing="0" cellPadding="7" width="638" border="0">

      <tr>
        <td vAlign="top" width="50%">
          <p>Colorado<br>
          (State or Other Jurisdiction of<br>
          Incorporation or Organization)</p>
        </td>
        <td vAlign="top" width="50%">
          <p>84-0579156<br>
          (I.R.S. Employer Identification Number)</p>
        </td>
      </tr>

  </table>
  </center>
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<dir>
  <dir>
    <blockquote>
      &nbsp;
    </blockquote>
  </dir>
</dir>
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  <center>
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      <tr>
        <td vAlign="top" width="50%">
          <p>7501 Miller Drive, Frederick,&nbsp;Colorado&nbsp;&nbsp;
          &nbsp;&nbsp;<br>
          (Address of principal executive offices)</p>
        </td>
        <td vAlign="top" width="50%">
          <p>80530<br>
          (Zip Code)</p>
        </td>
      </tr>

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  </center>
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<dir>
  <dir>
    <blockquote>
      &nbsp;
    </blockquote>
  </dir>
</dir>
<p align="center">UQM Technologies, Inc. 2002 Equity Incentive Plan<br>
(Full title of plan)</p>
<p align="center">Donald A. French, Treasurer&nbsp;<br>
7501 Miller Drive, Frederick,&nbsp;Colorado&nbsp;&nbsp; &nbsp;&nbsp;80530<br>
(Name and address of agent for service)</p>
<p align="center"><br>
(303) 278-2002<br>
(Telephone number, including area code, of agent for service)</p>
<p align="center">&nbsp;</p>
<p align="center">Copy to:<br>
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</font> FEE</p>
<table cellSpacing="0" cellPadding="7" width="638" border="0">

    <tr>
      <td vAlign="top" width="20%">
        <p align="center"><font size="2">&nbsp;</p>
        <p align="center">&nbsp;</p>
        <p align="center"><br>
        TITLE OF SECURITIES TO BE REGISTERED</font></p>
      </td>
      <td vAlign="top" width="20%"><font size="2">
        <p align="center">&nbsp;</p>
        <p align="center">&nbsp;</p>
        <p align="center">&nbsp;</p>
        <p align="center">AMOUNT TO BE REGISTERED</font></p>
      </td>
      <td vAlign="top" width="20%"><font size="2">
        <p align="center">&nbsp;</p>
        <p align="center"><br>
        <br>
        <br>
        PROPOSED MAXIMUM OFFERING PRICE PER SHARE (1)</font></p>
      </td>
      <td vAlign="top" width="20%"><font size="2">
        <p align="center"><br>
        <br>
        <br>
        <br>
        PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1)</font></p>
      </td>
      <td vAlign="top" width="20%"><font size="2">
        <p align="center">&nbsp;</p>
        <p align="center">&nbsp;</p>
        <p align="center"><br>
        AMOUNT OF REGISTRATION FEE</font></p>
      </td>
    </tr>
    <tr>
      <td vAlign="top" width="20%"><font size="2">
        <p>Common Stock</font></p>
      </td>
      <td vAlign="top" width="20%"><font size="2">
        <p align="center">1,500,000 shares</font></p>
      </td>
      <td vAlign="top" width="20%"><font size="2">
        <p align="center">$2.64</font></p>
      </td>
      <td vAlign="top" width="20%"><font size="2">
        <p align="center">$3,960,000</font></p>
      </td>
      <td vAlign="top" width="20%"><font size="2">
        <p align="center">$365</font></p>
      </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 November 20, 2002, as reported on
the American Stock Exchange.</p>
<p>&nbsp;</p>
</font><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>
  - UQM's <a href="http://www.sec.gov/Archives/edgar/data/315449/000089973302000104/0000899733-02-000104-index.htm">Annual
  Report on Form 10-K for the year ended March 31, 2002</a>, filed June
  26, 2002;
</blockquote>
<blockquote>
  - UQM's <a href="http://www.sec.gov/Archives/edgar/data/315449/000089973302000142/0000899733-02-000142-index.htm">Quarterly
  Report on Form 10-Q for the quarter ended June 30, 2002</a>, filed
  August 13, 2002;
</blockquote>
<blockquote>
  - UQM's <a href="http://www.sec.gov/Archives/edgar/data/315449/000089973302000174/0000899733-02-000174-index.htm">Quarterly
  Report on Form 10-Q for the quarter ended September 30, 2002</a>,
  filed October 29, 2002;
</blockquote>
<blockquote>
  - UQM's Current Reports on Form 8-K filed <a href="http://www.sec.gov/Archives/edgar/data/315449/000108613002000026/0001086130-02-000026-index.htm">May&nbsp;20,
  2002</a> and <a href="http://www.sec.gov/Archives/edgar/data/315449/000089973302000124/0000899733-02-000124-index.htm">July&nbsp;24,
  2002</a>;
</blockquote>
<blockquote>
  - the description of UQM's common stock contained in its Form 8-A,
  file no. 1-10869.
</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>
<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%">
        <p><b>Item 8.</b></p>
      </td>
      <td vAlign="center" width="91%"><b>
        <p>Exhibits</b></p>
      </td>
    </tr>
    <tr>
      <td vAlign="center" width="9%">
        <p>5.1</p>
      </td>
      <td vAlign="center" width="91%">
        <p>&nbsp;<a href="s82002ex51.htm">Legal Opinion of Holme Roberts
        &amp; Owen LLP</a></p>
      </td>
    </tr>
    <tr>
      <td vAlign="center" width="9%">
        <p>23.1</p>
      </td>
      <td vAlign="center" width="91%">
        <p><a href="kpmgconsent.htm">Consent of KPMG LLP</a></p>
      </td>
    </tr>
    <tr>
      <td vAlign="center" width="9%">
        <p>23.2</p>
      </td>
      <td vAlign="center" width="91%">
        <p>Consent of Holme Roberts &amp; Owen LLP is included in
        Exhibit 5.1</p>
      </td>
    </tr>

</table>
<p>&nbsp;</p>
<b>
<p>Item 9. Undertakings</p>
</b>
<p>(a) The undersigned registrant hereby undertakes:</p>
<blockquote>
  (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
</blockquote>
<dir>
  <blockquote>
    (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933;
  </blockquote>
  <blockquote>
    (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
  </blockquote>
  <blockquote>
    (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;
  </blockquote>
  <blockquote>
    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.
  </blockquote>
  <blockquote>
    (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.
  </blockquote>
  <blockquote>
    (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.
  </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>
<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 Golden, Colorado, on the 21st
day of November, 2002.</p>
<dir>
  <dir>
    <blockquote>
      UQM TECHNOLOGIES, INC.
    </blockquote>
    <blockquote>
      By <u>/s/
      Donald A. French&nbsp;</u><br>
      Donald A. French<br>
      Treasurer
    </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="843" border="0">

    <tr>
      <td vAlign="top" width="245" height="29">
        <p></p>
    </tr>

    <tr>
      <td width="245">
        <p>&nbsp;</p>
        <p>&nbsp;
      <tr>
        <td vAlign="top" width="245" height="49">Signatures</td>
        <td vAlign="top" width="401" height="49">Title</td>
        <td vAlign="top" width="149" height="49">Date</td>
      </tr>
      <tr>
        <td vAlign="top" width="245" height="49"><u>
          <p>/s/ William G. Rankin&nbsp;
          <br>
          </u>William G. Rankin</p>
        </td>
        <td vAlign="top" width="401" height="49">
          <p>Chairman of the Board of<br>
          Directors and President</p>
        </td>
        <td vAlign="top" width="149" height="49">
          <p>November 21, 2002</p>
        </td>
      </tr>
      <tr>
        <td vAlign="top" width="245" height="48"><u>
          <p>/s/ Donald A. French&nbsp;
          <br>
          </u>Donald A. French</p>
        </td>
        <td vAlign="top" width="401" height="48">
          <p>Treasurer (Principal financial and accounting officer)</p>
        </td>
        <td vAlign="top" width="149" height="48">
          <p>November 21, 2002</p>
        </td>
      </tr>
      <tr>
        <td vAlign="top" width="245" height="46"><u>
          <p>/s/ Ernest H. Drew&nbsp;
          <br>
          </u>Ernest H. Drew</p>
        </td>
        <td vAlign="top" width="401" height="46">
          <p>Director</p>
        </td>
        <td vAlign="top" width="149" height="46">
          <p>November 21, 2002</p>
        </td>
      </tr>
      <tr>
        <td vAlign="top" width="245" height="45"><u>
          <p>/s/ Stephen J. Roy&nbsp;
          <br>
          </u>Stephen J. Roy</p>
        </td>
        <td vAlign="top" width="401" height="45">
          <p>Director</p>
        </td>
        <td vAlign="top" width="149" height="45">
          <p>November 21, 2002</p>
        </td>
      </tr>
      <tr>
        <td vAlign="top" width="245" height="50"><u>
          <p>/s/ Jerome Granrud&nbsp;
          <br>
          </u>Jerome Granrud</p>
        </td>
        <td vAlign="top" width="401" height="50">
          <p>Director</p>
        </td>
        <td vAlign="top" width="149" height="50">
          <p>November 21, 2002</p>
        </td>
      </tr>

  </table>
  <u>
  <p align="center">EXHIBIT INDEX</p>
  </u>
  <table cellSpacing="0" width="624" border="0">

      <tr>
        <td vAlign="center" width="9%">
          <p>ITEM 8.</p>
        </td>
        <td vAlign="center" width="91%">
          <p>EXHIBITS</p>
        </td>
      </tr>
      <tr>
        <td vAlign="center" width="9%">
          <p>5.1</p>
        </td>
        <td vAlign="center" width="91%">
          <p>&nbsp;<a href="s82002ex51.htm">Legal Opinion of Holme
          Roberts &amp; Owen LLP</a></p>
        </td>
      </tr>
      <tr>
        <td vAlign="center" width="9%">
          <p>23.1</p>
        </td>
        <td vAlign="center" width="91%">
          <p><a href="kpmgconsent.htm">Consent of KPMG LLP</a></p>
        </td>
      </tr>
      <tr>
        <td vAlign="center" width="9%">
          <p>23.2</p>
        </td>
        <td vAlign="center" width="91%">
          <p>Consent of Holme Roberts &amp; Owen LLP is included in
          Exhibit 5.1</p>
        </td>
      </tr>

  </table>

</body>

</html>
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Forn S-8, 2002 Option Plan
As filed with the Securities and Exchange Commission on
November 21, 2002
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
(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. 2002 Equity Incentive 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
1,500,000 shares
$2.64
$3,960,000
$365
(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 November 20, 2002, 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, 2002
, filed June
  26, 2002;
- UQM's
Quarterly
  Report on Form 10-Q for the quarter ended June 30, 2002
, filed
  August 13, 2002;
- UQM's
Quarterly
  Report on Form 10-Q for the quarter ended September 30, 2002
,
  filed October 29, 2002;
- UQM's Current Reports on Form 8-K filed
May 20,
  2002
and
July 24,
  2002
;
- 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 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 KPMG LLP
23.2
Consent of Holme Roberts & Owen LLP is included in
        Exhibit 5.1
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 Golden, Colorado, on the 21st
day of November, 2002.
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
November 21, 2002
/s/ Donald A. French
Donald A. French
Treasurer (Principal financial and accounting officer)
November 21, 2002
/s/ Ernest H. Drew
Ernest H. Drew
Director
November 21, 2002
/s/ Stephen J. Roy
Stephen J. Roy
Director
November 21, 2002
/s/ Jerome Granrud
Jerome Granrud
Director
November 21, 2002
EXHIBIT INDEX
ITEM 8.
EXHIBITS
5.1
Legal Opinion of Holme
          Roberts & Owen LLP
23.1
Consent of KPMG LLP
23.2
Consent of Holme Roberts & Owen LLP is included in
          Exhibit 5.1