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<PAGE>   1
      As filed with the Securities and Exchange Commission on July 28, 2000
                                                      Registration No. [_______]
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                         BOLDER TECHNOLOGIES CORPORATION

             (Exact name of registrant as specified in its charter)

           DELAWARE                                      84-1166231
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                                   ----------

                            4403 TABLE MOUNTAIN DRIVE
                             GOLDEN, COLORADO 80403
                                 (303) 215-7200
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                   ----------

                                 ROGER F. WARREN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         BOLDER TECHNOLOGIES CORPORATION
                            4403 TABLE MOUNTAIN DRIVE
                             GOLDEN, COLORADO 80403
                                 (303) 215-7200
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   ----------

                                   COPIES TO:
                             JAMES H. CARROLL, ESQ.
                            ANDREW D. DICKINSON, ESQ.
                               COOLEY GODWARD LLP
                        2595 CANYON BOULEVARD, SUITE 250
                                BOULDER, CO 80302
                                 (303) 546-4000

                                   ----------

                APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:

      From time to time after the registration statement becomes effective.

If any of the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]


<PAGE>   2


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================== =================== =========================== ========================== ================
                                         AMOUNT TO BE     PROPOSED MAXIMUM OFFERING   PROPOSED MAXIMUM AGGREGATE     AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED         PRICE PER SHARE(1)           OFFERING PRICE(1)      REGISTRATION FEE
------------------------------------- ------------------- --------------------------- -------------------------- ----------------
<S>                                   <C>                 <C>                         <C>                        <C>
Common Stock, par value  $.001(2)     2,572,500 shares(3)         $7.3750                   $18,972,187.50           $5,008.66
===================================== =================== =========================== ========================== ================
</TABLE>

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(c) based on the average of the high
     and low sale prices of the Registrant's common stock as reported on The
     NASDAQ National Market on July 24, 2000.

(2)  Includes Preferred Share Purchase Rights ("Rights"). The Rights are
     associated with and trade with the Common Stock. The value, if any,
     attributable to the Rights is reflected in the market price of the Common
     Stock.


(3)  Includes 98,461 shares of the Registrant's common stock issuable upon the
     exercise of a warrant.

         The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


<PAGE>   3


     SUBJECT TO COMPLETION                                PRELIMINARY PROSPECTUS
                                                          DATED JULY 28, 2000


                                2,572,500 SHARES


                         BOLDER TECHNOLOGIES CORPORATION


                                  COMMON STOCK

                                   ----------

     This Prospectus covers 2,572,500 shares of our common stock, 98,461 shares
of which are issuable upon the exercise of an outstanding warrant which may be
exercised at any time prior to June 27, 2005. The selling stockholders
identified in this Prospectus may sell these shares of common stock from time to
time on terms to be determined at the time of sale. We will not receive any of
the proceeds from the sale of shares by the selling stockholders.

     Our shares trade on The NASDAQ National Market under the symbol "BOLD." On
July 24, 2000, the closing sale price of the common stock, as reported on The
NASDAQ National Market, was $7.25.

     The selling stockholders may sell the shares of common stock described in
this Prospectus in public or private transactions, on or off The NASDAQ National
Market, at prevailing market prices, or at privately negotiated prices. The
selling stockholder may sell shares directly to purchasers or through brokers or
dealers. Brokers or dealers may receive compensation in the form of discounts,
concessions or commissions from the selling stockholder. We have agreed to
indemnify certain of the selling stockholders and certain other persons against
certain liabilities, including liabilities under the Securities Act of 1933.

     We will not be paying any underwriting commissions or discounts in the
offering of these shares. We will, however be paying for the expenses incurred
in the offering of the shares. For their shares, the selling stockholders will
receive the purchase price of the shares sold less any agents' commissions and
underwriters' discounts and other related expenses. More information is provided
in the section titled "Plan of Distribution" on page 12.

     Our address and telephone number are: BOLDER Technologies Corporation.,
4403 Table Mountain Drive, Golden, Colorado 80403, (303) 215-7200.

                                   ----------

     THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD ACQUIRE SHARES
ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 7.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                   ----------

     THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                                   ----------

                                     , 2000


<PAGE>   4


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Where You Can Find More Information..................................       2
The Company..........................................................       4
Forward-Looking Statements...........................................       6
Risk Factors.........................................................       7
Use of Proceeds......................................................       12
Selling Stockholders.................................................       12
Plan of Distribution.................................................       12
Description of Capital Stock.........................................       13
Legal Matters........................................................       17
Experts..............................................................       17
</TABLE>

                       WHERE YOU CAN FIND MORE INFORMATION

     We file reports, proxy statements and other information with the Securities
and Exchange Commission. You may inspect and copy such material at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at
Seven World Trade Center, New York, New York 10048. You can also inspect such
materials at The National Association of Securities Dealers, 1735 K Street,
N.W., Washington, D.C.

     Please call the SEC at 1-800-SEC-0330 for more information on the public
reference rooms. You can also find our SEC filings at the SEC's web site,
"http://www.sec.gov."

     The SEC allows us to "incorporate by reference" the information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus. Information in this Prospectus
supercedes information incorporated by reference which we filed with the SEC
prior to the date of this Prospectus. Information that we file later with the
SEC will automatically update and supercede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

     o    Annual Report on Form 10-K for the fiscal year ended December 31,
          1999;

     o    Quarterly Report on Form 10-Q for the period ended March 31, 2000;

     o    Definitive Proxy Statement dated April 28, 2000;

     o    Current Report on Form 8-K dated March 24, 2000; and

     o    The description of common stock contained in BOLDER Technologies
          Corporation's Registration Statement on Form 8-A declared effective by
          the Commission on April 29, 1996, including any amendment or reports
          filed for the purpose of updating such description.

     You may request a copy of these filings (excluding exhibits which are not
specifically incorporated by reference into this Prospectus), at no cost to you,
by writing or telephoning us at:


                                       2.
<PAGE>   5


                         BOLDER Technologies Corporation
                            4403 Table Mountain Drive
                             Golden, Colorado 80403
                          Attention: Investor Relations
                            Telephone: (303) 215-7200
                            http://www.boldertmf.com

     This Prospectus constitutes a part of a registration statement on Form S-3
that has been filed with the SEC. SEC rules permit us to omit certain of the
information contained in the registration statement. For such information,
please refer to the registration statement on file with the SEC, including the
exhibits to the registration statement. The information contained on our Web
site does not constitute a part of this Prospectus.

                                   ----------

     YOU SHOULD RELY ONLY UPON THE INFORMATION CONTAINED IN THIS DOCUMENT OR
DOCUMENTS TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THIS PROSPECTUS.


                                       3.
<PAGE>   6


                                   THE COMPANY

     We manufacture and market innovative rechargeable battery powered products
for the consumer and other aftermarkets based on our patented thin metal film
("TMF(R)") technology. Our high power density batteries recharge very rapidly,
possess no memory effect, provide superior performance in cold temperatures and
are much smaller in size than conventional lead acid batteries. On a specific
power (watts per kilogram) basis, our TMF(R) cells perform at 8 to 10 times the
level of traditional lead acid batteries that currently provide power for
automobiles, trucks and boats. We are presently manufacturing TMF(R) cells at a
rate of 30,000 to 35,000 per week, and we intend to continuously enhance our
manufacturing processes and capability to meet anticipated demand.

     Our high power density TMF(R) cells are designed to quickly and efficiently
deliver large bursts of power. This contrasts with high energy density
batteries, which are designed to provide low amounts of power over an extended
period of time for applications such as laptop computers, cellular telephone and
other electronic devices. We believe the performance attributes of TMF(R)
batteries make them ideal for numerous applications, such as engine starting of
all types (both jump starting and primary starting), as well as other
applications such as standby power, industrial power quality maintenance, hybrid
electric vehicles and fuel cell applications.

     We are developing products for engine starting applications in the
automobile, commercial truck, motorsports and marine markets. There are two
major categories of engine starting applications - jump starting and primary
starting.

     o    JUMP STARTING. We introduced our first commercial product,
          SECURESTART(TM), in September 1999. SECURESTART(TM)is an easy to use
          jump-starter that utilizes six of our 1 Ah (Ampere-hour) cells and
          built-in cables to quickly jump-start cars and trucks with "dead"
          batteries. The SECURESTART(TM)instant engine starter is now available
          through Wal-Mart, Sears stores, Target, Auto-Zone, Orchard Supply
          Hardware, The Tool Warehouse, Home Hardware Canada, and G. I. Joe Auto
          and Sporting Goods stores, as well as several catalogs including
          SkyMall, Herringtons and Sears. In April 2000, we commenced shipments
          of our marine version of the SECURESTART(TM)jump-starter, which
          includes corrosion proofing of the control electronics, cables and
          tin-plated clamp jaws, making it ideal for boating applications. The
          marine product is currently being sold through West Marine and Barclay
          Marine Distributor Corporation. In addition, we launched an e-commerce
          website to sell SECURESTART(TM)products directly to consumers.

     o    PRIMARY STARTING. We plan to introduce dedicated starting batteries
          for motor boats, commercial trucks, and automobiles, beginning in the
          first half of 2001 with a marine dedicated starting battery that
          attaches to the side of the existing battery in a boat and permanently
          provides the starting function, even if the existing energy battery is
          discharged. This concept will not only provide the boat owner with a
          "guaranteed start" but also extend the life of the existing battery or
          batteries as they no longer need to perform the starting function,
          which is the highest drain on the battery. Subsequent to 2001, we
          expect to launch a dedicated truck starting battery and an auto
          aftermarket replacement battery. These new products will be based on
          our TMF(R) technology and will be designed to start a car or truck
          even if the traditional lead acid batteries have been fully
          discharged. The marine dedicated starting battery will incorporate six
          of our 1 Ah cells, while the truck and automobile dedicated starting
          batteries will incorporate six larger cells, probably in the 3 Ah to
          5 Ah range.

          Due to the increasing electrical demands of the modern automobile over
          the course of the next several years, we believe that the world's
          manufacturers will replace the current 12-volt battery system in
          automobiles with a 36-volt battery system. Once adopted, the new
          system will increase electrical power, boost fuel efficiency and allow
          manufacturers to save significant weight from the reduction of copper
          wire used in each vehicle. However, conventional car batteries will
          weigh too much and take up too much room to be easily implemented.
          Using our TMF(R) technology, manufacturers will save approximately 20%
          to 50% of the weight and 20% to 60% of the volume of conventional car
          batteries. According to Autoweek magazine, BMW will be the first OEM
          (original equipment manufacturer) to release a 36-volt battery system
          car in the second half of 2002, under its flagship 7 series 2003
          model. We believe several other OEMs will convert to 36-volt batteries
          over the course of the next several years, and that, ultimately, all
          cars will convert to 36-volt batteries.


                                       4.
<PAGE>   7


          We granted Johnson Controls, Inc. ("JCI") a royalty-bearing worldwide
          exclusive license with respect to the automotive primary starting
          market. JCI is a major supplier of batteries to the automobile
          industry, and has announced plans to offer engine starting batteries,
          based upon our TMF(R) technology, for 36-volt systems. We wilL earn a
          royalty from JCI based on its sales of primary starting batteries that
          use TMF(R) technology. Additionally, wE plan to become a second
          supplier to the OEM market by introducing our own line of primary
          starting batteries after JCI's exclusivity ends in July 2001. JCI
          currently owns approximately 3.3% of our outstanding shares of common
          stock.

     o    OTHER APPLICATIONS. In addition to engine starting, our batteries have
          features that are effective in applications such as standby power,
          industrial power quality maintenance, hybrid electric vehicles and
          fuel cell applications.

               o    Because of its very fast response time and quick discharge
                    capability, TMF(R) batteries are an excellent backup to
                    providE instantaneous bridging power for electronics and for
                    uninterruptible power supply.

               o    TMF(R) batteries can be used for industrial power quality
                    maintenance, eliminating voltage sags by instantaneously
                    fillinG in the required power.

               o    Hybrid electric vehicles typically perform poorly when high
                    power is required, i.e., for rapid acceleration or for hill
                    climbing. TMF(R) batteries are a natural complement for this
                    application.

               o    TMF(R) batteries can be used as a supplement to fuel cell
                    technology for both stationary and vehicular applications.
                    FoR stationary applications, TMF(R) batteries function as a
                    standby power source to provide instantaneous poweR bridging
                    for fuel cell generators or to maintain power quality. For
                    vehicular applications, TMF(R) batterieS provide
                    supplemental power for acceleration and hill climbing.

     We believe there are barriers to entry for potential competitors interested
in developing technology similar to our TMF(R) technology.

     o    INTELLECTUAL PROPERTY PROTECTION. We hold 8 issued and 10 pending
          United States patents and 21 issued and 13 pending foreign patents
          covering a number of inventions relating to various aspects of our
          TMF(R) technology. In addition, unfair competition and trade secrets
          laws protect certain aspects of our intellectual property and
          proprietary rights. We believe our issued and pending patents and
          other intellectual property rights provide significant protection for
          our proprietary designs and processes.

     o    TECHNOLOGY AND MANUFACTURING EXPERTISE. We have invested a significant
          amount of time and capital in developing our TMF(R) technology and the
          associated manufacturing process. Through the use of sophisticated
          process controls, we have collected large amounts of data regarding
          the characteristics and performance of the TMF(R) batteries we have
          produced to date. We have utilized this information to substantially
          refine our TMF(R) battery technology and manufacturinG process. Based
          on our experience, we believe it would take a significant amount of
          time and a substantial capital investment to develop a competing high
          power density battery technology.

     o    EXPERIENCED MANAGEMENT AND KEY EMPLOYEES. Our executive officers and
          key employees have extensive experience in the battery industry and,
          in particular, in designing, developing and producing small format,
          spiral-wound batteries, such as our TMF(R) batteries. We believe this
          specialized expertise gives us a competitive advantage.


                                       5.
<PAGE>   8


     Our objective is to become a major supplier of high power density
rechargeable batteries and innovative battery-powered products. Our strategies
for achieving this objective include:

     o    developing products that exploit the unique capabilities of
          TMF(R) batteries;

     o    creating brand recognition for our trademarks, including
          SECURESTART(TM) and TMF(R);

     o    using precision process control and advanced analytical tools for
          improved performance and reduced manufacturing costs; and

     o    protecting and enhancing our proprietary technology base.


     We were incorporated in Colorado in 1991 and reincorporated in Delaware in
1993. Our executive offices are located at 4403 Table Mountain Drive, Golden,
Colorado 80403, and our telephone number is (303) 215-7200.

                           FORWARD-LOOKING STATEMENTS

     This Prospectus and the documents incorporated by reference herein include
forward-looking statements. Those statements are sometimes indicated by words
such as "anticipate," "estimate," "believe," "consider," "expect," "project,"
"intend" and similar expressions. Forward-looking statements are based on
assumptions of future events, some of which will not occur. Actual results will
vary from those set forth or implied in the forward-looking statements and the
variances may be material. See "Risk Factors."


                                       6.
<PAGE>   9


                                  RISK FACTORS

     An investment in our common stock involves a high degree of risk. You
should carefully consider the following "Risk Factors" before you decide to buy
our common stock. The risks discussed below, as well as other risks not
presently known to us or that we currently deem immaterial, may have a material
adverse effect on our business, results of operations and financial condition.

WE HAVE A LIMITED OPERATING HISTORY AND ARE SUBJECT TO MANY RISKS APPLICABLE TO
A YOUNG COMPANY.

     Since our inception in 1991, we have been principally engaged in research
and development activities relating to our TMF(R) batteries. We commenced
commercial production of our TMF(R) batteries in October 1998. We will encounter
the risks and difficulties frequently encountered by companies that have
recently made a transition from research and development activities to
commercial production, including those set forth below.

WE HAVE A HISTORY OF LOSSES, WE EXPECT TO LOSE MONEY IN THE FUTURE AND WE MAY
NOT ACHIEVE OR SUSTAIN PROFITABILITY.

     We have not achieved profitability or earned substantial revenues from the
sale of our products. As of June 30, 2000, we had an accumulated deficit of
$62.8 million. We do not expect to be profitable prior to the second half of
2001, at the earliest. Prior to achieving profitability, we expect to incur
significant losses as we continue to incur substantial sales and marketing,
research and development and general and administrative expenses. No assurance
can be given that we will ever be profitable or, if we do achieve profitability,
that we will sustain or increase profitability.

MARKET ACCEPTANCE OF OUR TMF(R) BATTERIES AND END-USER PRODUCTS IS UNCERTAIN.

     The markets for our products are unproven, and no assurance can be given
that market acceptance will be achieved. Our success will depend, in large part,
on our ability to meet end-user and OEM customer requirements by developing and
introducing, on a timely basis, new products and enhanced or modified versions
of our existing products. There can be no assurance that we will be able to do
so. We may have large inventory writedowns if our products do not sell at
expected prices, or in expected quantities.

WE HAVE LIMITED EXPERIENCE IN MARKETING OUR PRODUCTS AND WE ARE DEPENDENT ON
OTHERS TO DO SO.

     We have limited experience in marketing our products and will be dependent
on outside sales representatives, distributors, resellers and retail operators
to do so. We may not be able to obtain additional or retain any present or
future sales representatives, distributors, resellers or retailers needed to
develop material retail sales. It is likely that any agreements we may enter
into with such persons will not be exclusive, will not have minimum purchase or
resale requirements, and may be terminated by either party without cause. These
other persons will not be within our control and may carry products that are
competitive with our products, not give a high priority to the marketing of our
products, not continue to carry our products or not adequately market our
products.

WE MUST CONTINUE TO DEVELOP OUR MANUFACTURING CAPABILITIES.

     The difficulties and risks related to the implementation of our
manufacturing line and new process technology have in the past, and may in the
future, materially adversely affect our operating results. We have not yet
operated our initial automated line at full capacity or over an extended period
of time.

     In order to become profitable, we must continue to increase the production
yield of our existing manufacturing line and successfully fabricate, install and
qualify additional automated production equipment that will produce at
acceptable yields. In addition, because we are in the early stages of commercial
production, we have not yet produced batteries in quantities sufficient to
absorb our fixed manufacturing costs. We will continue to report gross losses
until we are able to produce batteries in quantities that allow us to absorb our
manufacturing costs and generate gross profit.


                                       7.
<PAGE>   10


     Because we have only one manufacturing line and expect that any additional
lines we build in the foreseeable future will be located in our current
building, any fire or other calamity affecting the existing line or our facility
could have a material adverse effect on us.

     We will also need to hire and train a substantial number of new
manufacturing workers. The availability of skilled and unskilled workers in the
Denver metropolitan area, the site of our manufacturing facility, is limited due
to a relatively low unemployment rate.

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL CAPITAL TO FUND OUR OPERATIONS WHEN
NEEDED.

     From our inception, we have financed our operations primarily through
private and public offerings of our equity securities. We currently have capital
resources to allow operation through at least December 2000. We will require
substantial capital resources in the future. We do not have any availability
under our loan agreement or other capital resources. Our inability to obtain
required capital resources when needed would have a material adverse effect on
our business, results of operations and financial condition.

FAILURE TO MANAGE OUR GROWTH EFFECTIVELY COULD ADVERSELY AFFECT OUR BUSINESS.

     Our transition from a development stage company to a manufacturing company
has strained and will continue to strain our managerial, operational and
financial resources. If our products achieve market acceptance, we will need to
increase our number of employees, significantly increase our manufacturing
capability and enhance our operating systems and practices. We cannot assure you
that we will be able to effectively do so or otherwise manage our future growth.

WE ARE DEPENDENT UPON EFFECTIVE STRATEGIC RELATIONSHIPS.

     Our business strategy includes relying on a limited number of strategic
relationships for the commercialization of our products, assistance in the
design and development of our products, and manufacturing and marketing
expertise. Our existing relationships may be inadequate to, and we may be unable
to enter into other relationships that will, achieve our objectives in these
areas. To the extent we enter into strategic partnerships, we may be required to
share revenues, contribute to expenses and grant to the other parties licenses
to manufacture, market or sell products based upon our TMF(R) technology, which
could adversely affect our operating results.

IF WE ARE UNSUCCESSFUL IN SELLING TO OEMS, OUR BUSINESS COULD BE HARMED.

     Our business strategy includes selling our products to OEMs, and we are
investing resources to do so. No assurances can be given that we will be
successful in selling to OEMs. The ability of OEMs to successfully integrate our
products into their products and to successfully market those products is beyond
our control.

WE RELY ON THIRD PARTIES TO MANUFACTURE PARTS FOR AND ASSEMBLE OUR PRODUCTS.

     We currently rely on third parties to manufacture parts for and assemble
our SECURESTART(TM) products. We may outsource additional manufacturing and
assembly work in the future. These third parties are not under our control, and
their failure to perform could have a material adverse effect on our business,
results of operations and financial condition.

WE ARE DEPENDENT ON OUR SUPPLIERS FOR RAW MATERIALS.

     To date, we have used sole or limited source suppliers for certain key raw
materials used in our products. We have no long-term contracts or other
guaranteed supply arrangements for any of these materials. If our suppliers are
unable to meet our quality and volume requirements for raw materials in a timely
manner and at an acceptable cost, it could have a material adverse effect on our
business, results of operations and financial condition.


                                       8.
<PAGE>   11


INTENSE COMPETITION EXISTS IN THE BATTERY AND ENGINE JUMP STARTING INDUSTRIES
AND WE EXPECT COMPETITION TO CONTINUE TO INTENSIFY.

     Competition in the battery and engine jump starting industries is intense
and is expected to increase in the future. Our competitors range from
development stage companies to major domestic and international companies.

     Many of our competitors have significant financial resources, established
market positions, longstanding relationships with OEMs and other customers, and
significantly greater name recognition, technical, marketing, sales,
manufacturing, distribution and other resources than we do. No assurance can be
given that we will be able to compete successfully with those companies,
including with JCI in the markets where JCI has a license from us, or other
competitors.

     Prestone Products Corporation (a subsidiary of AlliedSignal Corporation),
Century Mfg. Co. (a subsidiary of Pentair, Inc.) and others are marketing
portable jump starters for automotive, marine and other applications, some of
which are priced materially lower than SECURESTART(TM), and offer a variety of
features. Some of these products, with a power inverter, can also powEr
computers and other small appliances. While we believe SECURESTART(TM) is
superior to these other products in several respects, no assurance can be given
that we will market SECURESTART(TM) successfully against the products of these
other companies.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IF WE FAIL TO KEEP PACE WITH RAPIDLY
CHANGING TECHNOLOGIES.

     The battery industry has experienced, and is expected to continue to
experience, rapid technological change. If competing technologies that
outperform our batteries are developed and successfully introduced, our
business, operating results and financial condition may be materially adversely
affected.

OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY MAY ADVERSELY AFFECT OUR
ABILITY TO COMPETE.

     Patents, trade secrets and other proprietary rights are important to our
success and competitive position. Our efforts to protect our proprietary rights
may be inadequate and may not prevent others from claiming violations by us of
their proprietary rights.

     Because the status of patents involves complex legal and factual questions
and the breadth of claims issued is uncertain, we cannot be certain that any of
our issued patents will afford meaningful protection against competitors with
similar technology. Some foreign countries provide significantly less patent
protection than the United States. We cannot be certain that our pending
applications will result in issued patents.

     In addition to patent protection, we rely on the law of unfair competition
and trade secrets to protect our proprietary rights. Other companies may
infringe upon our patents and other proprietary rights or may obtain patents
that will require us to license or design around such patents. If we resort to
legal proceedings to enforce our proprietary rights, the proceedings could be
burdensome and expensive and the outcome could be uncertain. The unauthorized
misappropriation of our proprietary rights could have a material adverse effect
on our business, results of operations and financial condition.

WE ARE NOW, AND MAY IN THE FUTURE BE, SUBJECT TO CLAIMS ALLEGING INTELLECTUAL
PROPERTY INFRINGEMENT.

     We are now, and may in the future be, subject to claims alleging that we
have infringed third-party proprietary rights. If we were to discover that any
of our products infringed third-party rights, we may not be able to obtain
permission to use those rights on commercially reasonable terms. If we resort to
legal proceedings to defend against alleged infringements, the proceedings could
be burdensome and expensive and could involve a high degree of risk.

     In September 1999, Century Mfg. Co., an affiliate of Pentair, Inc., filed a
complaint against us in the United Stated District Court for the District of
Minnesota. Century manufactures a line of portable power and jump starting
products and held discussions with us in 1996 regarding the possible
incorporation of our TMF(R) batteries into its potential products. Century
alleges that the concept of using a charging battery to charge and prolong the
shelf life of our TMF(R) cells in a jump starting product is proprietary to
Century and that, among other things, we have


                                       9.
<PAGE>   12


misappropriated Century's trade secrets and breached a confidentiality agreement
in producing and manufacturing SECURESTART(TM). The complaint seeks injunctive
relief and unspecified damages.

     In October 1999, the Federal District Court Judge hearing the case denied
Century's request for a preliminary injunction, stating that Century had not
shown either a probability of prevailing on the merits or irreparable injury,
both of which must be established to obtain a preliminary injunction. This
determination does not dispose of the case, which remains pending trial.

     Century previously informed us that it had a United States patent
application pending in which certain claims covered the SECURESTART(TM) product.
In December 1999, the United States Patent Office issued the patent to Century.
Thereafter, Century filed a second complaint against us in the United States
District Court for the District of Minnesota. In its second complaint, Century
alleged that SECURESTART(TM) infringes the patent that was recently issued by
the United States Patent Office. Century's second complaint has been
consolidated with the first action, and now all of Century's claims are pending
in the first action.

     We have answered Century's complaint and asserted counterclaims for
Century's misappropriation of our own trade secrets and confidential
information. We believe that Century's claims are without merit, intend to
defend against them vigorously, and intend to press vigorously our
counterclaims.

WE MAY NOT BE ABLE TO SUCCESSFULLY OPERATE OUR BUSINESS IF WE LOSE KEY PERSONNEL
OR FAIL TO ATTRACT AND RETAIN HIGHLY SKILLED PERSONNEL.

     We believe that our success will depend on the continued services of our
senior management team and other key personnel, as well as our ability to
attract and retain skilled personnel. The loss of any of our senior management
team or other key employees or our failure to attract and retain the necessary
scientific, manufacturing, sales and marketing personnel could have a material
adverse effect on our business, results of operations and financial condition.

ENVIRONMENTAL MATTERS MAY MATERIALLY ADVERSELY AFFECT US.

     Our operations involve the storage, use and disposal of a number of toxic
and hazardous materials, including lead, lead oxide, sulfuric acid, solvents and
adhesives. We are required to maintain our research and manufacturing operations
in compliance with United States federal, state and local laws and regulations,
including but not limited to CERCLA and OSHA, that govern the storage, use and
disposal of various chemicals used in and waste materials produced by the
manufacture of our TMF(R) batteries.

     We may be unable to operate in conformity with applicable environmental and
safety laws and regulations. Changes in these laws or regulations may require us
to incur substantial capital or operating costs to achieve or maintain
compliance. Any failure by us to comply with safety laws and regulations,
including adequately controlling the discharge of our hazardous materials and
wastes, could have a material adverse effect on our business, results of
operations and financial condition.

OUR PRODUCTS LIABILITY INSURANCE MAY NOT BE SUFFICIENT TO COVER PRODUCT
LIABILITY CLAIMS.

     The sale of our products may expose us to products liability claims from
consumers. Although we maintain products liability insurance in amounts we
believe are reasonable, we cannot be certain that insurance will be adequate to
cover any potential liability relating to one or more claims of products
liability, or that such insurance will be available at an acceptable cost in the
future.

     In this regard, lead acid batteries, including our TMF(R) battery, may
develop significant internal pressures during severE overcharge conditions due
to the release of gases as a byproduct of the chemical reaction occurring in the
cell. In order to prevent potential pressure build up, our batteries incorporate
a Bunsen pressure relief valve which, under normal overcharge conditions, will
allow the venting of small amounts of gases, primarily hydrogen and oxygen. If
the batteries are subjected to abusive overcharge or overdischarge conditions,
larger amounts of these gases may be vented, which when mixed with air, can
cause explosions. In addition, under such conditions, toxic


                                      10.
<PAGE>   13


gases or sulfuric acid spray may be released. Sulfuric acid can cause burns and
other severe injuries. Such occurrences or misuse of our products may result in
products liability claims against us.

CONTROL BY EXISTING STOCKHOLDERS MAY LIMIT YOUR ABILITY TO INFLUENCE THE OUTCOME
OF DIRECTOR ELECTIONS AND OTHER MATTERS REQUIRING STOCKHOLDER APPROVAL.

     Approximately 38% of our outstanding stock is owned by three institutional
investors. These stockholders may be able to significantly influence or control
matters that require stockholder approval, including electing directors and
approving significant corporate transactions.

CERTAIN PROVISIONS IN OUR CORPORATE DOCUMENTS MAY DISCOURAGE OUR ACQUISITION BY
OTHERS AND THUS DEPRESS OUR STOCK PRICE.

     Our corporate documents, including our stockholder rights plan, and
Delaware law could make it more difficult for a third party to acquire us, even
if a change in control would be beneficial to our stockholders. These and other
provisions could limit the price that investors might be willing to pay for our
securities or preclude a sale of our company at a time and price beneficial to
our stockholders.

A NUMBER OF FACTORS COULD CAUSE THE PRICES FOR OUR SECURITIES TO CONTINUE TO BE
HIGHLY VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL OUR SECURITIES AT OR ABOVE
THE OFFERING PRICE.

     Our annual and quarterly operating results may fluctuate and may be below
expectations of public market analysts and investors. If this occurs, the
trading price of our securities could significantly decline. The market price of
our securities could also fall if the holders of our securities sell substantial
amounts of our securities, including securities issued upon the exercise of
outstanding options and warrants and upon conversion of the outstanding Series A
Preferred Stock. Some of our security holders are entitled to certain
registration rights. The exercise of those rights could adversely affect the
market price of our securities.

     For these and other reasons, the market price of our common stock has been
and is likely to be volatile. No assurance can be given that investors will be
able to sell our securities at or above the offering price.


                                      11.
<PAGE>   14


                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of common stock by the
selling stockholders.

                              SELLING STOCKHOLDERS

         The following table sets forth the names of the selling stockholders,
the number of shares of common stock owned by each of them as of the date of
this Prospectus and the number of shares of common stock which may be offered
pursuant to this Prospectus. The selling stockholders may offer all, some or
none of their shares of common stock.

<TABLE>
<CAPTION>
                                   SHARES BENEFICIALLY
                                     OWNED PRIOR TO               SHARES BEING            SHARES BENEFICIALLY OWNED
NAME                                 OFFERING(1)(2)                 OFFERED                   AFTER OFFERING(2)
----                              ---------------------           ------------           ---------------------------
                                  NUMBER        PERCENT                                  NUMBER              PERCENT
                                  ------        -------                                  ------              -------
<S>                              <C>            <C>               <C>                    <C>                 <C>

State of Wisconsin               910,800         5.30%             2,461,539             910,800              5.30%
Investment Board

Donaldson, Lufkin and                 --           --                 98,461                  --                --
Jenrette Securities
Corporation

Wheatley Blair, Inc.                  --           --                 12,500                  --                --
</TABLE>
----------
(1)  Beneficial ownership is determined in accordance with the rules of the
     Securities and Exchange Commission and generally includes voting or
     investment power with respect to securities. Shares of common stock
     issuable upon exercise of options currently exercisable, or exercisable
     within 60 days of the date of this Prospectus, are deemed outstanding for
     computing the percentage of the person holding such securities but are not
     outstanding for computing the percentage of any other person. Subject to
     community property laws where applicable, the persons named in the above
     table have sole voting and investment power with respect to all shares of
     common stock shown as beneficially owned by them.

(2)  Although the selling stockholders have not expressed a specific intention
     as to the number of shares of common stock to be sold, the table shows the
     beneficial ownership that would result if all shares being offered hereby
     were sold. Percentage calculations are based upon approximately 17,200,000
     shares of common stock outstanding as of June 30, 2000.

                              PLAN OF DISTRIBUTION

         The Company is registering the shares of common stock (the "Shares")
offered by the selling stockholders hereunder. As used herein, "selling
stockholders" includes pledgees, donees and transferees selling shares received
from a named selling stockholder after the date of this Prospectus. All costs,
expenses and fees in connection with the registration of the Shares offered
hereby will be borne by the Company. Brokerage commissions and similar selling
expenses, if any, attributable to the sale of Shares will be borne by the
selling stockholders.

         Sales of Shares may be effected by the selling stockholders from time
to time in one or more types of transactions (which may involve one or more
blocked transactions) on The NASDAQ National Market, in privately negotiated
transactions, through put or call options transactions, through short sales of
Shares, or a combination of such methods of sale, at market prices prevailing at
the time of sale or at negotiated prices. Such transactions may or may not
involve brokers or dealers.

         The selling stockholders may effect such transactions by selling the
Shares to or through broker-dealers, which may act as agents or principals. Such
broker-dealers may receive compensation in the form of discounts, concession or
commissions from the selling stockholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they sell as principal,
or both (which compensation to a particular broker-dealer might be in excess of
customary commission).


                                      12.
<PAGE>   15


     At any time a particular offer of Shares is made, the specific Shares of
common stock to be sold, the names of the selling stockholders, the respective
purchase prices and public offering prices, the names of any agent, dealer or
underwriter, and any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying Prospectus supplement or,
if appropriate, a post-effective amendment to the registration statement of
which this Prospectus is a part.

     The selling stockholders and any broker-dealers who act in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act of 1933 (the "Securities Act"), and any
commissions received by them and profit on any resale of the Shares as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act.

     Any or all of the sales or other transactions involving the Shares
described above, whether effected by the selling stockholders, any broker-dealer
or others, may be made pursuant to this Prospectus. In addition, any Shares that
qualify for sale pursuant to Rule 144 under the Act may be sold under Rule 144
rather than pursuant to this Prospectus.

     In order to comply with the securities laws of certain states, if
applicable, the Shares may be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states the Shares may
not be sold unless they have been registered or qualified for sale or an
exemption from registration or qualification requirements is available and is
complied with.

     The Company will be permitted to suspend the use of the Prospectus which is
a part of such registration statement during certain periods of time and under
certain circumstances relating to pending corporate developments, public filings
with the Commission and similar events. The Company will pay all expenses of
such registration statement, provide to each registered holder requesting to
sell the Shares copies of such Prospectus, notify each registered holder when
such registration statement has become effective and take certain other actions
as are required to permit, subject to the foregoing, unrestricted resales of
such securities. A holder who sells such securities pursuant to such
registration statement generally will be required to be named as a selling
stockholder in the related Prospectus and to deliver a Prospectus to purchasers.
If a registration statement covering the Shares is not effective, such Shares
may not be sold or otherwise transferred except in accordance with the
provisions set forth under an exemption from registration under federal and
state securities laws.

                          DESCRIPTION OF CAPITAL STOCK

     The Company's authorized capital stock consists of 25,000,000 shares of
common stock, $.001 par value per share, and 5,000,000 shares of preferred
stock, $.001 par value per share, of which 336,200 are designated Series A
Preferred Stock and 250,000 are designated Series B Junior Participating
Preferred Stock. As of June 30, 2000, there were approximately 270 record
holders of the Company's common stock.

COMMON STOCK

     The holders of the Company's common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the stockholders. The
holders of common stock are not entitled to cumulative voting rights with
respect to the election of directors, and as a consequence, minority
stockholders will not be able to elect directors on the basis of their votes
alone. Subject to preferences that may be applicable to any then outstanding
shares of preferred stock, holders of common stock are entitled to receive
ratably such dividends as may be declared by the Board of Directors out of funds
legally available therefor. In the event of a liquidation, dissolution or
winding up of the Company, holders of the common stock are entitled to share
ratably in all assets remaining after payment of liabilities and the liquidation
preference of any then outstanding preferred stock. Holders of common stock have
no preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
common stock. All outstanding shares of common stock are, and all shares of
common stock to be outstanding upon completion of this offering will be, fully
paid and nonassessable.


                                      13.
<PAGE>   16


SHAREHOLDER RIGHTS PLAN

     Each share of common stock has associated with it one right (a "Right") to
purchase one one-hundredth of a share of Series B Junior Participating Preferred
Stock (or in certain cases other securities) of the Company. The terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of
January 23, 1998, between the Company and American Stock Transfer & Trust
Company, as Rights Agent. Prior to the occurrence of certain specified future
events, the rights will not be represented by separate certificates and will be
transferable with and only with the associated common stock.

     Pursuant to the Rights Agreement, in the event that, among other things, a
third party acquires beneficial ownership of 15% or more of the outstanding
shares of the common stock, each holder of Rights will be entitled to purchase
securities of the Company having a market value equal to twice the purchase
price thereof. In addition, Rights held by an Acquiring Person (as defined in
the Rights Agreement) will become null and void, nontransferable and
nonexercisable.

     Subject to certain limitations, the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right. The Rights will expire on January
23, 2008, unless earlier redeemed by the Company.

     The Company's Shareholder Rights Plan may have the effect of discouraging
unsolicited takeover attempts.

     The foregoing summary of certain terms of the Rights does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
the Rights Agreement, a copy of which is on file with the Commission.

PREFERRED STOCK

     The Board of Directors of the Company is empowered, without approval of the
stockholders, to cause shares of preferred stock to be issued in one or more
series and to establish the number of shares to be included in each such series
and the rights, powers, preferences and limitations of each series. Because the
Board of Directors has the power to establish the preferences and rights of each
series, it may afford the holders of any series of preferred stock preferences,
powers and rights, voting or otherwise, senior to the rights of holders of
common stock or other series of preferred stock. The issuance of the preferred
stock could have the effect of delaying or preventing a change in control of the
Company. The Board of Directors has no present plans to issue any of the
preferred stock, other than the Series A Preferred Stock which was issued by the
Company in October 1997. In connection with the Company's Shareholder Rights
Plan, the Company would be obligated to issue shares of Series B Junior
Participating Preferred Stock if such rights become exercisable.

     The Series A Preferred Stock constitutes a single series of the preferred
stock of the Company consisting of 336,200 shares. All outstanding shares of
Series A Preferred Stock are duly authorized, validly issued, fully paid and
nonassessable, and the holders thereof will not have any preemptive rights in
connection therewith. The Series A Preferred Stock is not subject to any sinking
fund or other obligation of the Company to redeem or retire such shares except
as described below. Any Series A Preferred Stock converted, redeemed or
otherwise acquired by the Company will, upon cancellation of such shares, have
the status of authorized but unissued preferred stock subject to issuance by the
Board of Directors as shares of preferred stock of any one or more other series
but not as shares of Series A Preferred Stock.

     The material rights, powers, preferences and limitations of the Series A
Preferred Stock are set forth below:

     o    DIVIDENDS. Holders of the Series A Preferred Stock are each entitled
          to receive (and the Company is required to pay), when, as and if
          declared by the Board of Directors, out of the funds of the Company
          legally available therefor, a semi-annual dividend payable in common
          stock (based upon the common stock's then fair market value) or cash
          or a combination of common stock and cash, at the Company's option, at
          an annual rate equal to (i) $4.00 per share to the extent the dividend
          is paid in cash and (ii) $4.50 per share to the extent the dividend is
          paid in common stock. If dividends are paid in cash it could require
          the Company to pay $1,344,000 annually. If dividends are paid in
          common stock it will be dilutive to the holders of common stock.


                                      14.
<PAGE>   17


     o    CONVERSION RIGHTS. Each share of Series A Preferred Stock is
          convertible at the option of the holder thereof at any time, unless
          previously redeemed, into that number of shares of common stock equal
          to $50.00 divided by a conversion price per share equal to $15.00,
          subject to certain adjustments.

     o    LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or
          winding up of the Company, whether voluntary or involuntary, the
          holders of shares of Series A Preferred Stock are each entitled to
          receive out of assets of the Company available for distribution to
          stockholders, whether from capital surplus or earnings, before any
          distribution of assets is made to holders of common stock and of any
          other class of stock of the Company ranking junior to the Series A
          Preferred Stock, liquidating distributions equal to the greater of (i)
          $50.00 per share of such Series A Preferred Stock or (ii) the amount
          per share of such Series A Preferred Stock that would have been
          payable had each such share been converted into common stock
          immediately prior to such event of liquidation, dissolution or winding
          up, plus, in either case, accrued and unpaid dividends.

     o    REDEMPTION RIGHTS. Under certain circumstances, the shares of Series A
          Preferred Stock are redeemable at the option of the Company, in whole
          or in part, at any time or from time to time out of funds legally
          available therefor, at $50.00 per share, plus in each case an amount
          equal to accrued and unpaid dividends, if any, to (and including) the
          redemption date, whether or not earned or declared (the "Redemption
          Price"). The Redemption Price may be paid in shares of common stock or
          cash, or in a combination of common stock and cash, at the Company's
          option.

     o    REDEMPTION AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE. If a
          Fundamental Change (as defined in the Certificate of Designation of
          the Series A Preferred Stock, a copy of which has previously been
          filed with the Commission (the "Certificate of Designation")) occurs,
          each holder of Series A Preferred Stock shall have the right, at the
          holder's option, to require the Company to redeem all of such holder's
          Series A Preferred Stock, or any portion thereof that has an aggregate
          liquidation value that is a multiple of $50.00, on the date selected
          by the Company that is not less than 10 nor more than 20 days after
          the Final Surrender Date (as defined in the Series A Certificate of
          Designation), at a price per share equal to the Redemption Price. The
          Company may, at its option, pay all or any portion of the Redemption
          Price upon a Fundamental Change in shares of common stock of the
          Company or any successor corporation.

     o    VOTING RIGHTS. The holders of Series A Preferred Stock have voting
          rights on all matters subject to a vote of holders of common stock on
          an as-converted basis. If the Series A Preferred Stock has not been
          redeemed prior to October 8, 2003, the Board of Directors of the
          Company shall be increased and the holders of Series A Preferred Stock
          that have not been so redeemed shall be entitled, voting as a separate
          class, to elect additional directors to the Board of Directors of the
          Company so that the number of additional directors to be elected by
          the Series A Preferred Stock shall constitute not less than 20%
          (rounded to the nearest whole number) of the total number of directors
          after giving effect to such increase. Such right shall exist until the
          Series A Preferred Stock is redeemed.

OUTSTANDING REGISTRATION RIGHTS

     Pursuant to existing agreements between the Company and certain of its
stockholders, the holders (or their permitted transferees) of approximately
7,553,165 shares of common stock and 195,102 shares of common stock issuable
upon the exercise of warrants to purchase common stock (the "Holders") are
entitled to certain rights with respect to the registration of such shares under
the Securities Act. If the Company proposes to register any of its securities
under the Securities Act, either for its own account or for the account of other
security holders, the Holders are entitled to notice of the registration and are
entitled to include, at the Company's expense, such shares therein, provided,
among other conditions, that the underwriters have the right to limit the number
of such shares included in the registration. In addition, certain of the Holders
may require the Company, on not more than two occasions, to file a registration
statement under the Securities Act, at the Company's expense, with respect to
their shares of common stock, and the Company is required to use its best
efforts to effect the registration, subject to certain conditions and
limitations. However, the Holders may not require the Company to file any such
registration statement within 90 days of the effective date of any prior
registration statement covering the Company's common


                                      15.
<PAGE>   18


stock, and the Company may defer the filing of such registration statement for
up to 120 days. Further, certain of the Holders may require the Company, at its
expense, to register their shares of common stock on a Form S-3, subject to
certain conditions and limitations.

DELAWARE ANTI-TAKEOVER LAW AND CHARTER PROVISIONS

     The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law ("Delaware Law"), an anti-takeover law. In general, the
statute prohibits a publicly held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
For purposes of Section 203, a "business combination" includes a merger, asset
sale or other transaction resulting in a financial benefit to the interested
stockholder, and an "interested stockholder" is a person who, together with
affiliates and associates, owns (or, within three years prior, did own) 15% or
more of the corporation's voting stock.

     The Company's Certificate of Incorporation (the "Certificate of
Incorporation") also requires that any action required or permitted to be taken
by stockholders of the Company must be effected at a duly called annual or
special meeting of the stockholders and may not be effected by a consent in
writing; provided, however, that the holders of Series A Preferred Stock may,
until such time as the Series A Preferred Stock is registered pursuant to any
effective registration statement under Section 12 of the Securities Exchange Act
of 1934, as amended, act by written consent so long as such action by written
consent is solely being taken by, and is only applicable to, the holders of
Series A Preferred Stock. Special meetings of the stockholders of the Company
may be called only by the Board of Directors, the Chairman of the Board or the
Chief Executive Officer. The Certificate of Incorporation also provides that the
authorized number of Directors may be changed only by resolution of the Board of
Directors, and that Directors can only be removed for cause by a majority vote
of the stockholders. In addition, the Certificate of Incorporation provides for
the classification of the Board of Directors into three classes, only one of
which shall be elected at any given annual meeting. These provisions may have
the effect of delaying, deterring or preventing a change in control of the
Company, depressing the market price of common stock or discouraging hostile
takeover bids in which stockholders of the Company could receive a premium for
their shares of common stock.

LIMITATION ON DIRECTORS' LIABILITY

     The Certificate of Incorporation limits the liability of the Company's
directors to the Company or its stockholders (in their capacity as directors but
not in their capacity as officers) to the fullest extent permitted by Delaware
law. Specifically, directors of the Company will not be personally liable for
monetary damages for breach of a director's fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
for unlawful payments of dividends or unlawful stock repurchases or redemptions
as provided in Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.

     The inclusion of this provision in the Certificate of Incorporation may
have the effect of reducing the likelihood of derivative litigation against
directors and may discourage or deter stockholders or management from bringing a
lawsuit against directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefited the Company and its
stockholders.

TRANSFER AGENT AND REGISTRAR

     American Stock Transfer & Trust Company acts as transfer agent and
registrar for the common stock and for the Series A Preferred Stock.


                                      16.
<PAGE>   19


                                  LEGAL MATTERS

     The validity of the shares of common stock offered hereby will be passed
upon for BOLDER Technologies Corporation by Cooley Godward LLP, Boulder,
Colorado.

                                     EXPERTS

     The audited financial statements incorporated by reference in this
prospectus and registration statement to the extent and for the period indicated
in their reports have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.


                                      17.
<PAGE>   20


     NO DEALER, SALES PERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY
OTHER THAN THE NOTES OR CONVERSION SHARES OFFERED HEREBY, NOR DOES IT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE NOTES OR
CONVERSION SHARES TO ANYONE IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM,
IT WOULD BE UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR IMPLY THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.





                                2,572,500 SHARES





                         BOLDER TECHNOLOGIES CORPORATION





                                  COMMON STOCK



                                   ----------

                                   PROSPECTUS

                                   ----------





                                     , 2000





<PAGE>   21


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

     ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the common stock being registered. All the amounts shown are estimates except
for the registration fee.

<TABLE>
<S>                                                        <C>
         Registration fee..............................    $  5,008.66
         Printing and engraving expenses...............       2,500.00
         Legal fees and expenses.......................      10,000.00
         Accounting Fees and Expenses..................       2,500.00
         Miscellaneous.................................       2,491.34
                                                           -----------
            Total......................................    $ 22,500.00
</TABLE>

     ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its Directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act.

     The Registrant's Bylaws provide that the Registrant will indemnify its
directors and executive officers and may indemnify its other officers, employees
and agents to the fullest extent permitted by Delaware law. The Registrant is
also empowered under its Bylaws to enter into indemnification agreements with
its directors and officers and to purchase insurance on behalf of any person it
is required or permitted to indemnify.

     In addition, the Registrant's Restated Certificate of Incorporation
provides that to the fullest extent permitted by Delaware law, the Registrant's
directors will not be liable for monetary damages for breach of the directors'
fiduciary duty of care to the Registrant and its stockholders. This provision in
the Restated Certificate of Incorporation does not eliminate the duty of care,
and in appropriate circumstances equitable remedies such as an injunction or
other forms of non-monetary relief would remain available under Delaware law.
Each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
any transaction from which the director derived an improper personal benefit,
for improper transactions between the director and the Registrant and for
improper distributions to stockholders and loans to directors and officers. This
provision also does not affect a director's responsibilities under any other
laws, such as the federal securities law or state or federal environmental laws.

     The Registrant has entered into indemnification agreements with each of its
directors and officers under which the Registrant has indemnified each of them
against expenses and losses incurred for claims brought against them by reason
of their being a director or officer of the Registrant, and the Registrant
maintains directors' and officers' liability insurance.

     At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.

     The Registrant has an insurance policy covering the officers and directors
of the Registrant with respect to certain liabilities, including liabilities
arising under the Securities Act or otherwise.


                                      II-1
<PAGE>   22


ITEM 16. EXHIBITS.

  EXHIBIT
  NUMBER                           DESCRIPTION OF DOCUMENT

  4.1*         Amended and Restated Certificate of Incorporation of the
               Registrant.

  4.2**        Certificate of Designation of the Series A Preferred Stock of the
               Registrant.

  4.3**        Amendment to Certificate of Designation of the Series A Preferred
               Stock of Registrant.

  4.4***       Certificate of Designation of the Series B Junior Participating
               Preferred Stock of the Registrant.

  4.5*         Amended and Restated Bylaws of the Registrant.

  4.6**        Amendment to the Amended and Restated Bylaws of the Registrant.

  4.7**        Specimen stock certificate representing shares of Series A
               Preferred Stock of the Registrant.

  4.8*         Specimen stock certificate representing shares of Common Stock of
               the Registrant.

  4.9***       Rights Agreement between the Registrant and American Stock
               Transfer & Trust Company, dated January 23, 1998.

  4.10***      Form of Rights Certificate.

  4.11         Warrant to purchase 98,461 shares of Common Stock of the
               Registrant.

  5.1          Opinion of Cooley Godward LLP.

  23.1         Consent of Arthur Andersen LLP.

  23.2         Consent of Cooley Godward LLP (included in Exhibit 5.1).

  24.1         Power of Attorney (see signature page hereto).

----------

*    Previously filed as an exhibit to the Registrant's Registration Statement
     on Form SB-2 (Registration No. 333-2500-D) and incorporated herein by
     reference.

**   Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-3 (Registration No. 333-41625) and incorporated herein by
     reference.

***  Previously filed as an exhibit to the Registrant's January 23, 1998 Form
     8-K and incorporated herein by reference.


                                      II-2
<PAGE>   23


     ITEM 17. 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;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the 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 the registration statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
     section do not apply if the registration statement is on Form S-3, Form S-8
     or Form F-3, and 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 15(d) of the Securities Exchange Act of 1934 (the
     "Exchange Act") that are incorporated by reference in the registration
     statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each post-effective amendment that contains a form of
     prospectus 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the 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 under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
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 appropriated
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

     (d) The undersigned registrant hereby undertakes that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h)


                                      II-3
<PAGE>   24


     under the Securities Act shall be deemed to be part of this registration
     statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus 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.


                                      II-4
<PAGE>   25


                                   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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Golden, State of Colorado, on July 27, 2000.

                                             BOLDER Technologies Corporation



                                             By /s/ Joseph F. Fojtasek
                                               ---------------------------------
                                                 Joseph F. Fojtasek
                                                 Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roger F. Warren and Joseph F. Fojtasek his true
and lawful attorney-in-fact and agent, each acting alone, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to sign any registration
statement for the same offering covered by this registration statement that is
to be effective upon filing pursuant to Rule 462(b) and all post-effective
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
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 in
connection therewith, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
         SIGNATURE                                TITLE                                              DATE
<S>                                      <C>                                                    <C>
       /s/ Roger F. Warren               Chief Executive Officer, President and                 July 27, 2000
------------------------------------     Chairman of the Board (Principal Executive
         Roger F. Warren                 Officer)


       /s/ Joseph F. Fojtasek            Chief Financial Officer and Vice President -           July 27, 2000
------------------------------------     Finance and Administration, Treasurer
         Joseph F. Fojtasek              (Principal Financial Officer)


       /s/ Wilmer R. Bottoms             Director                                               July 27, 2000
------------------------------------
         Wilmer R. Bottoms


       /s/ William D. Connor             Director                                               July 27, 2000
------------------------------------
         William D. Connor


       /s/ Robert N. Hiatt               Director                                               July 27, 2000
------------------------------------
         Robert N. Hiatt


       /s/ Donovan B. Hicks              Director                                               July 27, 2000
------------------------------------
         Donovan B. Hicks


       /s/ Daniel S. Lankford            Director                                               July 27, 2000
------------------------------------
         Daniel S. Lankford


       /s/ Carl S. Stutts                Director                                               July 27, 2000
------------------------------------
         Carl S. Stutts
</TABLE>


                                      II-5
<PAGE>   26


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                     DESCRIPTION OF DOCUMENT                                          PAGE
-------                                    -----------------------                                          ----
<S>           <C>                                                                                           <C>
4.1*          Amended and Restated Certificate of Incorporation of the Registrant.                           --

4.2**         Certificate of Designation of the Series A Preferred Stock of the Registrant.                  --

4.3**         Amendment to Certificate of Designation of the Series A Preferred Stock of Registrant.         --

4.4***        Certificate of Designation of the Series B Junior Participating Preferred Stock of the
              Registrant.                                                                                    --

4.5*          Amended and Restated Bylaws of the Registrant.                                                 --

4.6**         Amendment to the Amended and Restated Bylaws of the Registrant.                                --

4.7**         Specimen stock certificate representing shares of Series A Preferred Stock of the
              Registrant.                                                                                    --

4.8*          Specimen stock certificate representing shares of Common Stock of the Registrant.              --

4.9***        Rights Agreement between the Registrant and American Stock Transfer & Trust
              Company, dated January 23, 1998.                                                               --

4.10***       Form of Rights Certificate.                                                                    --

4.11          Warrant to purchase 98,461 shares of Common Stock of the Registrant.                           A-1

5.1           Opinion of Cooley Godward LLP.                                                                 B-1

23.1          Consent of Arthur Andersen LLP.                                                                F-1

23.2          Consent of Cooley Godward LLP (included in Exhibit 5.1).                                       --

24.1          Power of Attorney (see signature page hereto).                                                 --
</TABLE>

----------

*    Previously filed as an exhibit to the Registrant's Registration Statement
     on Form SB-2 (Registration No. 333-2500-D) and incorporated herein by
     reference.

**   Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-3 (Registration No. 333-41625) and incorporated herein by
     reference.

***  Previously filed as an exhibit to the Registrant's January 23, 1998 Form
     8-K and incorporated herein by reference.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.11
<SEQUENCE>2
<FILENAME>ex4-11.txt
<DESCRIPTION>WARRANT TO PURCHASE SHARES OF COMMON STOCK
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 4.11


                                     WARRANT

NEITHER THE RIGHTS REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE UPON
THE EXERCISE OF THE RIGHTS GRANTED HEREIN HAVE BEEN REGISTERED FOR OFFER OR SALE
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
LAW. SUCH RIGHTS AND SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN WHOLE OR IN
PART EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.


                         BOLDER TECHNOLOGIES CORPORATION

                        Warrants to Purchase Common Stock

         BOLDER TECHNOLOGIES CORPORATION, a Delaware corporation (the
"Company"), hereby certifies that, for value received and pursuant to that
certain Letter Agreement dated as of April 19, 2000 between Donaldson, Lufkin &
Jenrette Securities Corporation and the Company, the registered holder hereof,
or its registered assigns, is entitled, subject to the terms set forth below, to
purchase from the Company upon surrender of this certificate, at any time or
times on or after the date hereof but not after 5:00 P.M., New York City Time,
on the Expiration Date (as defined herein), ninety eight thousand, four hundred
and sixty one (98,461) fully paid, nonassessable shares of Common Stock (as
defined herein) of the Company (as adjusted from time to time as provided in
this certificate) at a purchase price per share equal to the Warrant Exercise
Price (as defined herein) in effect at the time of exercise hereof in lawful
money of the United States. The Warrant Exercise Price may be paid in cash or,
alternatively, the holder may, in lieu of paying the Warrant Exercise Price in
cash, receive a "net issuance" of shares of Common Stock pursuant to Section 2.

         SECTION 1. (a) Definitions. The following terms as used in this
certificate shall have the following meanings:

         "Common Stock" means (a) the Company's common stock, par value .001
per share, and (b) any capital stock into which such "Common Stock" shall have
been changed or any capital stock resulting from a reclassification of such
"Common Stock".

         "Expiration Date" means June 27, 2005.

         "Fair Market Value" means either (i) the Market Price, if any, of the
Common Stock or (ii) if no Market Price exists, the value (which shall not take
into effect any minority discounts) of the Common Stock as determined by a
nationally recognized investment banking firm or accounting firm designated by
the Investors and reasonably acceptable to the Company; provided



                                      A-1
<PAGE>   2



that if the parties cannot agree on such a firm, each party shall choose a
nationally recognized investment banking firm, which shall choose a third
nationally recognized firm and that third firm shall determine the Fair Market
Value, which determination shall be final and binding. The cost relating to
retaining any such firm(s) pursuant to this definition shall be borne by the
Company.

         "Market Price" of any security means the value determined in accordance
with the following provisions:

               (i) if such security is listed on a national securities exchange
registered under the Exchange Act, a price equal to the average of the closing
sales prices for such security on such exchange for each day during the 20
consecutive trading days immediately preceding the date in question; and

               (ii) if not so listed, and such security is quoted on NASDAQ, a
price equal to the average of the closing bid and asked prices for such security
quoted on such system each day during the 20 consecutive trading days
immediately preceding the date in question.

         "Original Issue Date" means the date of original issuance of this
Certificate.

         "Warrants" shall mean the warrants represented by a certificate in the
form hereof.

         "Warrant Exercise Price" shall initially be $4.0625 per share and shall
be adjusted and readjusted from time to time as provided in this certificate.

         "Warrant Shares" means the shares of Common Stock issuable upon
exercise of the Warrants.

         (b) Other Definitional Provisions. (i) Except as otherwise specified
herein, all references herein (A) to any person other than the Company, shall be
deemed to include such person's successors and assigns, (B) to the Company shall
be deemed to include the Company's successors and (C) to any applicable law
defined or referred to herein, shall be deemed references to such applicable law
as the same may have been or may be amended or supplemented from time to time.

         (ii) When used in this certificate, the words "herein", "hereof" and
"hereunder", and words of similar import, shall refer to this certificate as a
whole and not to any provision of this certificate, and the words "Section" and
"Exhibit" shall refer to Sections of, and Exhibits to, this certificate unless
otherwise specified.

         (iii) Whenever the context so requires the neuter gender includes the
masculine or feminine, and the singular number includes the plural, and vice
versa.


                                      A-2

<PAGE>   3


         SECTION 2. Exercise of Warrants. (a) Subject to the terms and
conditions hereof, the Warrants may be exercised, in whole or in part, at any
time during normal business hours on or after the opening of business on the
date hereof and prior to the close of business on the Expiration Date. The
rights represented by this certificate may be exercised by the holder hereof
then registered on the books of the Company, in whole or from time to time in
part (except that the Warrants shall not be exercisable as to a fractional
share) by (i) delivery of a written notice, in the form of the Subscription
Notice attached as Exhibit A hereto, of such holder's election to exercise
Warrants, which notice shall specify the number of Warrant Shares to be
purchased, (ii) subject to Section 2(c), payment to the Company of an amount
equal to the Warrant Exercise Price multiplied by the number of Warrant Shares
as to which Warrants are being exercised in cash or by certified or official
bank check, for the number of Warrant Shares as to which Warrants shall have
been exercised, and (iii) the surrender of this certificate, properly endorsed,
at the principal office of the Company at 4403 Table Mountain Drive, Golden,
Colorado 80403 (or at such other agency or office of the Company as the Company
may designate by notice to the holder hereof). In the event of any exercise of
the rights represented by this certificate, a certificate or certificates for
the Warrant Shares so purchased, registered in the name of, or as directed by,
the holder, shall be delivered to, or as directed by such holder within a
reasonable time, not exceeding 15 days, after such rights shall have been so
exercised.

         (b) Unless the rights represented by this certificate shall have
expired or have been fully exercised, the Company shall issue a new certificate
identical in all respects to the certificate surrendered upon exercise except
(x) it shall represent rights to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under the Warrants exercised,
less the number of Warrant Shares with respect to which such Warrants were
exercised, and (y) the Warrant Exercise Price thereof shall be the Warrant
Exercise Price of the Warrants so exercised. The person in whose name any
certificate for Warrant Shares is issued upon exercise of the Warrants shall for
all purposes be deemed to have become the holder of record of such Warrant
Shares immediately prior to the close of business on the date on which this
certificate was surrendered and payment of the amount due in respect of such,
irrespective of the date of delivery of such share certificate, except that, if
the date of such surrender and payment is a date when the stock transfer books
of the Company are properly closed, such person shall be deemed to have become
the holder of such Warrant Shares at the opening of business on the next
succeeding date on which the stock transfer books are open.

         (c) In lieu of any holder of this certificate exercising the Warrants
(or any portion of the Warrants) evidenced hereby for cash, such holder may, in
connection with such exercise, elect to satisfy the Warrant Exercise Price by
exchanging solely the Warrants represented by this certificate (or such portion
thereof) for a number of Warrant Shares equal to the product of (i) the number
of shares of Common Stock issuable upon such exercise of such Warrants (or, if
only a portion of such Warrants are being exercised, issuable upon the exercise
of such portion) for cash multiplied by (ii) a fraction, the numerator of which
is the Fair Market Value per share of the Common Stock at the time of such
exercise minus the Warrant Exercise Price per share of the Common Stock at the
time of such exercise, and the denominator of which is the Fair Market Value per
share of the Common Stock at the time of such exercise, such number of shares so
issuable upon such exercise to be rounded up or down to the nearest whole number
of Warrant Shares.


                                      A-3
<PAGE>   4


         SECTION 3. Covenants as to Common Stock. (a) The Company covenants and
agrees that all Warrant Shares which may be issued upon the exercise of the
rights represented by this certificate will, upon issuance, be validly issued,
fully paid and nonassessable. The Company further covenants and agrees that
during the period within which the Warrants may be exercised, the Company will
at all times have authorized and reserved a sufficient number of shares of
Common Stock to provide for the exercise of the rights then represented by this
certificate and that the par value of said shares will at all times be less than
or equal to the applicable Warrant Exercise Price.

         (b) If any shares of Common Stock reserved or to be reserved to provide
for the exercise of the Warrants require registration with or approval of any
governmental or self-regulatory authority under any federal or state law or
stock exchange or NASDAQ rule before such shares may be validly issued, then the
Company covenants that it will in good faith and as expeditiously as possible
endeavor to secure such registration or approval, as the case may be.

         SECTION 4. Anti-Dilution Adjustments.

         (a) Adjustments. The number of Warrant Shares and the Warrant Exercise
Price shall be subject to adjustment from time to time as hereinafter provided
in this Section 4.

         (b) Adjustments Upon Stock Splits, Dividends, Distributions and
Combinations. In case the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares or issue a stock dividend
or make a distribution in shares of Common Stock with respect to outstanding
shares of Common Stock or other securities or in case the outstanding shares of
Common Stock of the Company shall be combined into a smaller number of shares,
then in each such case the holder hereof shall thereafter be entitled to
purchase, at the Warrant Exercise Price resulting from such adjustment as
described below, the number of Warrant Shares determined by multiplying the
number of Warrant Shares purchasable pursuant hereto immediately prior to such
adjustment by a fraction of which (i) the numerator shall be the Shares of
Common Stock outstanding immediately after and giving effect to such issuance
and (ii) the denominator shall be the Shares of Common Stock outstanding
immediately prior to such adjustment;

         Upon each adjustment of the number of Warrant Shares as provided above
in this Section 4(b), the Warrant Exercise Price in effect immediately prior to
such combination shall be proportionately increased or reduced to a price
determined by multiplying the Warrant Exercise Price in effect immediately prior
to such adjustment by a fraction of which the (i) the numerator shall be the
number of Warrant Shares purchasable pursuant hereto immediately prior to such
adjustment and (ii) the denominator shall be the number of Warrant Shares
purchasable pursuant hereto immediately after such adjustment.


                                      A-4
<PAGE>   5


         Notwithstanding anything to the contrary herein, no adjustment shall be
required to the number of Warrant Shares or the Warrant Exercise Price in
connection with the Company's payment (in Common Stock or in cash) of a
semi-annual dividend to the holders of its Series A Preferred Stock.

         (c) Certain Dividends and Distributions. If the Company shall
distribute to all holders of its Common Stock evidences of its indebtedness or
assets (including cash) in the form of an Extraordinary Dividend, then in such
case (i) the Warrant Exercise Price shall be reduced by an amount equal to the
amount of such indebtedness and/or assets distributed per share of Common Stock
until the Warrant Exercise price equals $.001 and (ii) if the amount of such
indebtedness or assets distributed per share of Common Stock exceeds the Warrant
Exercise Price, an amount of such indebtedness and assets equal to such excess
amount multiplied by the number of Warrant Shares issuable upon exercise of a
Warrant shall be distributed to the holder of Warrants for each outstanding
Warrant held by such holder. Such adjustment and distribution to the holders, if
applicable, shall be made whenever any such distribution to holders of Common
Stock is made and such adjustment shall be retroactively effective as of
immediately after the record date for the determination of stockholders entitled
to receive such distribution. The amount of any such distribution to holders of
Common Stock for purposes of calculating a reduction in the Warrant Exercise
Price under this Section 4(c) shall be based upon the "fair market value" of
such indebtedness and assets distributed per share of Common Stock as determined
reasonably and in good faith by the Board of Directors of the Company.
"Extraordinary Dividend" shall mean any dividend or distribution other than a
regularly scheduled dividend (including, without limitation, regularly scheduled
dividend payments made to the holders of the Company's Series A Preferred Stock)
paid out of cumulative consolidated net income (including all losses) after June
27, 2000 pursuant to an announced Company dividend policy.

         (d) Computation of Adjustments. Upon each computation of an adjustment
in the Warrant Exercise Price and the number of Warrant Shares, the Warrant
Exercise Price shall be computed to the nearest cent (i.e., fractions of .5 of a
cent, or greater, shall be rounded to the next highest cent) and the number of
Warrant Shares shall be calculated to the nearest whole share (i.e., fractions
of less than one half of a share shall be disregarded and fractions of one half
of a share, or greater, shall be treated as being a whole share). No such
adjustment shall be made, however, if the change in the Warrant Exercise Price
would be less than $.001 per share, but any such lesser adjustment shall be made
(i) at the time and together with the next subsequent adjustment which, together
with any adjustments carried forward, shall amount to $.001 per share or more,
or (ii) if earlier, upon the third anniversary of the event for which such
adjustment is required.

         (e) Notice of Additional Adjustments. Upon any event requiring an
adjustment in the number of Warrant Shares or the Warrant Exercise Price
pursuant to Section 4, then and in each such case the Company promptly shall
give written notice thereof to each holder of Warrants, which notice shall state
the number of Warrant Shares and the Warrant Exercise Price after giving effect
to such adjustment and shall set forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.


                                      A-5
<PAGE>   6


         (f) Issuance Tax. The issuance of certificates for shares of Common
Stock pursuant to Section 4 shall be made without charge to the holders of
Shares for any issuance tax in respect thereto, provided that the Company shall
not be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in a name other than
that of the holder of the Shares.

         (g) Closing of Books. The Company will not close its books against the
issuance or transfer of any shares of Common Stock issuable pursuant to
Section 4.

         (h) Record Date. In case the Company shall take a record of the holders
of its Common Stock for the purpose of entitling them (x) to receive a dividend
or other distribution, or (y) to receive any rights to purchase any securities,
then such record date shall be deemed to be the date of the issue or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the
granting of such right or option of subscription or purchase.

         SECTION 5. Reorganization, Reclassification, Etc. In case of any
capital reorganization, or of any reclassification of the capital stock, of the
Company (other than a change in par value or from par value to no par value or
from no par value to par value or as a result of a split-up or combination) or
in case of the consolidation or merger of the Company with or into any other
person (other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in the Common Stock being
changed into or exchanged for stock or other securities or property of any other
person), or of the sale of all or substantially all of the properties and assets
of the Company to any other person, the Warrants shall, after such capital
reorganization, reclassification of capital stock, consolidation, merger or
sale, entitle the registered holder hereof to purchase the kind and number of
shares of stock or other securities or property of the Company, or of the person
resulting from such consolidation or surviving such merger or to which such sale
shall be made, as the case may be, to which the holder hereof would have been
entitled if such holder had held the Common Stock issuable upon the exercise
hereof immediately prior to such capital reorganization, reclassification of
capital stock, consolidation, merger or sale, and in any such case appropriate
provision shall be made with respect to the rights and interests of the holder
of this certificate to the end that the provisions hereof (including without
limitation provisions for adjustment of the Warrant Exercise Price and of the
number of shares purchasable upon the exercise of the Warrants) shall thereafter
be applicable, as nearly as may be in relation to any shares of stock,
securities or assets thereafter deliverable upon the exercise of the Warrants.
The Company shall not effect any such consolidation, merger or sale, unless
prior to or simultaneously with the consummation thereof the successor (if other
than the Company) resulting from such consolidation or merger or the person
purchasing such assets shall assume by written instrument executed and mailed or
delivered to the registered holder hereof at the address of such holder
appearing on the books of the Company, the obligation to deliver to such holder
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to purchase.


                                      A-6
<PAGE>   7


         SECTION 6. Notice of Certain Events. In case at any time:

         (a) the Company shall pay any dividend upon, or make any distribution
in respect of, its Common Stock;

         (b) the Company shall offer for subscription pro rata to the holders of
its Common Stock any additional shares of stock of any class or other rights;

         (c) there shall be any capital reorganization, or reclassification of
the capital stock, of the Company, or consolidation or merger of the Company
with, or sale of all or substantially all of its assets to, another person; or

         (d) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;

then, in any one or more of said cases, the Company shall give notice to each
registered holder of the Warrants hereof of the date on which (i) the books of
the Company shall close or a record shall be taken for such dividend,
distribution or subscription rights, or (ii) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall be given not
less than ten (10) days prior to the record date or the date on which the
transfer books of the Company are to be closed in respect thereto in the case of
an action specified in clause (i) and at least twenty (20) days prior to the
action in question in the case of an action specified in clause (ii).

         SECTION 7. No Change in Warrant Terms on Adjustment. Irrespective of
any adjustment in the Warrant Exercise Price or the number of the number of
Warrant Shares, this certificate, whether theretofore or thereafter issued or
reissued, may continue to express the same price and number of Warrant Shares as
are stated herein and the Warrant Exercise Price and such number of Warrant
Shares specified herein shall be deemed to have been so adjusted.

         SECTION 8. Transfer Taxes. The Company shall not be required to pay any
tax or taxes attributable to the initial issuance of the Warrant Shares or any
transfer involved in the issue or delivery of any certificates for Warrant
Shares in each case in a name other than that of the registered holder hereof or
upon any transfer of the Warrants.

         SECTION 9. Exchange of Warrants. This certificate is exchangeable upon
the surrender hereof by the holder at such office or agency of the Company, for
a new certificate of like tenor representing in the aggregate the right to
subscribe for and purchase the number of shares which may be subscribed for and
purchased hereunder from time to time after giving effect to all the provisions
hereof, each of such new certificates to represent the right to subscribe for
and purchase such number of shares as shall be designated by said holder hereof
at the time of such surrender.


                                      A-7
<PAGE>   8


         SECTION 10. Lost, Stolen, Mutilated or Destroyed Warrant. If this
Certificate is lost, stolen, mutilated or destroyed, the Company shall, on such
terms as to indemnity or otherwise as it may in its discretion impose (which
shall, in the case of a mutilated Certificate, include the surrender thereof),
issue a new Certificate of like denomination and tenor as the Certificate so
lost, stolen, mutilated or destroyed. Any such new certificate shall constitute
an original contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed certificate shall be at any time
enforceable by anyone.

         SECTION 11. Notice. All notices and other communications under this
Warrant shall (a) be in writing (which shall include communications by telex and
telecopy), (b) be (i) sent by registered or certified mail, postage prepaid,
return receipt requested, by prepaid telex or telecopier, or (ii) delivered by
hand, (c) be given at the following respective addresses and telex, telecopier
and telephone numbers and to the attention of the following persons:

                  (i)      if to the Company, to it at:

                           Bolder Technologies Corporation
                           4403 Table Mountain Drive
                           Golden, CO 80403
                           Telephone No.:  303-215-7200
                           Telecopier No.:  303-215-2500
                           Attention:  President

                           with a copy to:

                           Cooley Godward LLP
                           2595 Canyon Blvd., Suite 250
                           Boulder, CO 80302
                           Telephone No.:  303-546-4000
                           Telecopier No.:  303-546-4099
                           Attention:  James H. Carroll, Esq.

                  (ii)     if to the holder, to it at:

                           Donaldson, Lufkin & Jenrette Securities Corporation
                           277 Park Avenue
                           New York, New York 10172
                           Telephone No.:  (212) 892-3605
                           Telecopier No.:  (212) 892-7272
                           Attention:  Sam Pina


                                      A-8
<PAGE>   9


                           with a copy to:

                           George Fan
                           Donaldson, Lufkin & Jenrette Securities Corporation
                           277 Park Avenue
                           New York, New York 10172
                           Telephone No.:  (212) 892-3000
                           Telecopier No.:  (212) 892-7272

or at such other address or telex, telecopier or telephone number or to the
attention of such other person as the party to whom such information pertains
may hereafter specify for the purpose in a notice to the other specifically
captioned "Notice of Change of Address", and (d) be effective or deemed
delivered or furnished (i) if given by mail, on the fifth Business Day after
such communication is deposited in the mail, addressed as above provided, (ii)
if given by telex or telecopier, when such communication is transmitted to the
appropriate number determined as above provided in this Section 12 and the
appropriate answerback is received or receipt is otherwise acknowledged, (iii)
if given by hand delivery, when left at the address of the addressee addressed
as above provided, and (iv) if given by telephone, when communicated to the
person or to the holder of the office specified as the person or officeholder to
whose attention communications are to be given, except that notices of a change
of address, telex, telecopier or telephone number, shall not be deemed
furnished, until received.

         SECTION 12. Miscellaneous. All certificates evidencing outstanding
Warrants and any term hereof or thereof may be amended or waived only by an
instrument in writing signed by the Company and the holders of a majority of the
outstanding Warrants, provided that such amendment or waiver shall amend or
waive each Warrant certificate in the same manner. The headings in this
certificate are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.

         SECTION 13. Date. The date of this certificate is June 27, 2000. This
certificate, in all events, shall be wholly void and of no effect after the
close of business on the Expiration Date.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      A-9
<PAGE>   10



               IN WITNESS WHEREOF, the Company has caused this certificate to be
executed by its duly authorized officers and its corporate seal to be hereunto
affixed as of the 27 day of June, 2000.



                                             BOLDER TECHNOLOGIES CORPORATION



                                             By:
                                                --------------------------------
                                                     Name: Roger F. Warren
                                                     Title: President and CEO


ATTEST:


By:
   -----------------------
         Secretary












                                      A-10
<PAGE>   11


                                                                    EXHIBIT A TO
                                                             WARRANT CERTIFICATE





                                SUBSCRIPTION FORM


                   TO BE EXECUTED BY THE REGISTERED HOLDER IF
               SUCH REGISTERED HOLDER DESIRES TO EXERCISE WARRANTS


BOLDER TECHNOLOGIES CORPORATION


         The undersigned hereby exercises the right to purchase Warrant Shares
covered by this certificate according to the conditions thereof and herewith
[makes payment of $__________, the aggregate Warrant Exercise Price for
________ Warrant Shares.] [tenders solely the Warrants evidenced by this
certificate, or applicable portion hereof, in full satisfaction of the Warrant
Exercise Price for _____ Warrant Shares upon the terms and conditions set forth
herein.]



                                            HOLDER:


                                            ------------------------------------


                                            By:
                                               --------------------------------
                                            Name:
                                            Title:


                                            [Net] Number of
                                            Warrant Shares Being
                                            Purchased
                                                     --------------------------


Dated: _____________, ______





                                      A-11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>ex5-1.txt
<DESCRIPTION>OPINION OF COOLEY GODWARD LLP
<TEXT>

<PAGE>   1
                                                                   [EXHIBIT 5.1]


                       [Letterhead of Cooley Godward LLP]

July 28, 2000


BOLDER Technologies Corporation
4403 Table Mountain Drive
Golden, Colorado  80403

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by BOLDER Technologies Corporation (the "Company") of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission covering the registration of up to 2,572,500
shares of the Company's Common Stock, $.001 par value (the "Shares"). 98,461 of
the Shares (the "Warrant Shares") are issuable upon the exercise of a Warrant,
dated June 27, 2000, issued by the Company to Donaldson, Lufkin & Jenrette
Securities Corporation (the "Warrant").

In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the Company's Certificate of Incorporation and Bylaws, as
amended to date, and such other documents, records, certificates, memoranda and
other instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares are validly issued, fully paid and nonassessable and that the
Warrant Shares have been duly and validly authorized for issuance upon exercise
of the Warrant against payment therefor as provided in the Warrant and, when so
issued, will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

Cooley Godward LLP



By:      /s/ James H. Carroll
         -------------------------
            James H. Carroll



                                      B-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>ex23-1.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN
<TEXT>

<PAGE>   1
                                                                  [EXHIBIT 23.1]


                               ARTHUR ANDERSEN LLP


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 dated July 28, 2000
covering the registration of 2,572,500 shares of common stock, of our report
dated February 17, 2000 included in BOLDER Technologies Corporation's Form 10-K
for the year ended December 31, 1999 and to all references to our Firm included
in this registration statement.

                                                /s/ Arthur Andersen LLP


Denver, Colorado,
July 28, 2000.




                                      F-1
</TEXT>
</DOCUMENT>
</SUBMISSION>
