UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

  FORM 8-K 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 9, 2018    

UQM Technologies, Inc.  

(Exact Name of Registrant as Specified in Charter)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter). Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Item 7.01REGULATION FD DISCLOSURE.  

On May 9, 2018, UQM Technologies, Inc. (“UQM”) issued a press release announcing that UQM and China National Heavy Duty Truck Group Co., Ltd. (“CNHTC”) have decided to jointly explore other options to accomplish their shared business goals in support of UQM’s entry into the China new energy vehicle market. The Committee on Foreign Investment in the United States (“CFIUS”) has informed UQM that the second stage investment would likely not be approved in its current form, as provided for in the previously announced stock purchase agreement signed by both parties on August 25, 2017. For additional information regarding the stock purchase agreement, see UQM’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 30, 2017.

 

The decision was made following further analysis and discussions with CFIUS relating to the transaction. As previously disclosed, the closing of the second stage investment is subject to, among other things, the receipt of certain regulatory and government approvals, including approval from CFIUS. UQM intends to engage CNHTC in discussions to pursue the possibility of alternative arrangements, including with respect to the contemplated joint venture for which UQM’s funding obligation is contingent upon closing of the second stage investment.

 

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

 

 

Item 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Exhibit 99.1

 

 

For Immediate Release

 

 

 

UQM Technologies Provides Update on CFIUS Status

 

 

LONGMONT, COLORADO, MAY 9, 2018 - UQM Technologies, Inc. (NYSE American: UQM) announced today that it, along with China National Heavy Duty Truck Group Co., Ltd. (“CNHTC”), have decided to jointly explore other options to accomplish their shared business goals in support of UQM’s entry into the China New Energy Vehicle Market. The Committee on Foreign Investment in the United States (“CFIUS”) has informed UQM that they will likely not approve the second stage investment in its current form provided for in the previously announced stock purchase agreement signed by both parties on August 25, 2017. 

 

The decision was made following further analysis and discussions with CFIUS relating to the transaction.  As previously disclosed, the closing of the second stage investment is subject to, among other things, the receipt of certain regulatory and government approvals, including approval from CFIUS.  UQM intends to engage CNHTC in discussions to pursue the possibility of alternative arrangements, including with respect to the contemplated joint venture for which UQM’s funding obligation is contingent upon closing of the second stage investment.

 

“We have worked jointly with CNHTC and CFIUS throughout this process, and we have not been able to come up with a resolution that satisfies the committee’s concerns regarding the second stage investment in UQM in its current form,” said Joe Mitchell, President and CEO of UQM. “However,  the collective business goals of CNHTC and UQM have not changed. We continue to have discussions with the top executives of CNHTC, and they are committed to partnering with us to capitalize on the electric vehicle market in China. We have formed a very strong relationship with the CNHTC team, and as the first stage investment is not in question, CNHTC remains our largest shareholder and our main partner in China.  CNHTC’s subsidiary, Sinotruk, recently placed follow-on orders with

UQM for a number of propulsion systems for both the PowerPhase® HD and PowerPhase Pro product lines that will be used for vehicle certification and preparation to produce in the joint venture. We are mutually pushing forward with our joint plans and we look forward to working out the business arrangement that will satisfy all stakeholders and allow us to execute on our overall strategy.”

 

About UQM

UQM Technologies is a developer and manufacturer of power-dense, high-efficiency electric motors, generators, power electronic controllers and fuel cell compressors for the commercial truck, bus, automotive, marine, and industrial markets. A major emphasis for UQM is developing propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles. UQM is TS 16949 and ISO 14001 certified and located in Longmont, Colorado. For more information, please visit www.uqm.com.

 

About China National Heavy Duty Truck Group Co., Ltd.

CNHTC is the parent company of Sinotruk (Hong Kong) Limited (“Sinotruk”), a leading heavy-duty commercial vehicle manufacturer in China and one of the largest commercial vehicles groups in the world. Its products are distributed in over 90 countries worldwide, including in South America, Africa, Southeast Asia, the Middle East, Ireland and Australia, among many others.

 

Since its founding in 1950, Sinotruk has had a long and successful history cooperating with international partners in developing new products and markets in China and elsewhere, including Steyr of Austria, MAN SE of Germany, and Cargotec of Finland. CNHTC has two subsidiaries listed on the Shenzhen Stock Exchange and the Hong Kong Stock Exchange, respectively.

 

This Release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements appear in a number of places in this Release and include statements regarding our plans, beliefs or current expectations; including those plans, beliefs and expectations of our management with respect to, among other things, resubmitting an application with CFIUS and obtaining CFIUS approval. Important Risk Factors that could cause actual results to differ from those contained in the forward-looking statements are contained in our most recent Annual Report on Form 10-K and any subsequent reports filed with the Securities and Exchange Commission, which are available through our website at www.uqm.com  or at www.sec.gov.  

 

Source: UQM Technologies, Inc.