content: <PAGE>   1
     As filed with the Securities and Exchange Commission on February 3, 1997
                                                         Registration No. ________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                             ----------------------
  
                          BOLDER TECHNOLOGIES CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  
                             ----------------------
  
       DELAWARE                                            84-1166231
  (State of Incorporation)                    (I.R.S. Employer Identification No.)
  
  
                             ----------------------
  
                             5181 WARD ROAD, SUITE 103
                            WHEAT RIDGE, COLORADO  80033
  
                             ----------------------
                      (Address of Principal Executive Offices)
  
  
  
                           1996 EQUITY INCENTIVE PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
  
                             ----------------------
                           (Full Titles of the Plans)
  
  
                                 DANIEL S. LANKFORD
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                             5181 WARD ROAD, SUITE 103
                            WHEAT RIDGE, COLORADO  80033
                                   (303) 422-8200
  
                             ----------------------
  (Name, Address and Telephone Number, Including Area Code, of Agent for Service)
  
  
                                     COPIES TO:
                               CARRIE L. SCHIFF, ESQ.
                                 COOLEY GODWARD LLP
                          2595 CANYON BOULEVARD, SUITE 250
                           BOULDER, COLORADO  80302-6737
                                   (303) 546-4000
  
                             ----------------------
  
  <PAGE>   2
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==============================================================================================================
  
  ==============================================================================================================
                                         PROPOSED MAXIMUM      PROPOSED MAXIMUM 
  TITLE OF SECURITIES    AMOUNT TO BE   OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
  TO BE REGISTERED        REGISTERED        SHARE (1)              PRICE (1)          REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------
  <S>                    <C>            <C>                   <C>                     <C>
  Stock  Options  and                  
  Common  Stock  (par                  
  value $.001)             1,118,813         $7.1384             $7,986,534.72           $2,420.16
  ==============================================================================================================
  </TABLE>                             
  
  (1)    Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rules 457(c) and (h)(1) based upon (i) the
         weighted average of the exercise prices (ranging from $.09 to $14.88) of
         894,419 options outstanding under the 1996 Equity Incentive Plan, (ii)
         the weighted average of the purchase prices (ranging from $8.93 to
         $12.97) of 40,000 purchase rights outstanding under the 1996 Employee
         Stock Purchase Plan, and (iii) $15.25, the average of the high and low
         prices of the Registrant's Common Stock on January 30, 1997, as reported
         on the Nasdaq Stock Market (National Market).  The following chart
         illustrates our calculation of the registration fee:
  
  <TABLE>
  <CAPTION>
  ==============================================================================================================
        TYPE OF SHARES             NUMBER OF SHARES        OFFERING PRICE PER SHARE    AGGREGATE OFFERING PRICE
  --------------------------------------------------------------------------------------------------------------
  <S>                                  <C>                         <C>                      <C>
  Shares issuable pursuant
  to options outstanding
  under the 1996 Equity
  Incentive Plan                       894,419                     $5.2508                  $4,696,415.29
  --------------------------------------------------------------------------------------------------------------
  Shares issuable upon
  exercise of options
  available for grant
  under the 1996 Equity
  Incentive Plan                       184,394                     $15.25                   $2,812,008.50
  --------------------------------------------------------------------------------------------------------------
  Shares issuable pursuant
  to purchase rights
  outstanding under the
  1996 Employee Stock
  Purchase Plan                         40,000                     $11.9514                 $478,056.00
  ==============================================================================================================
  </TABLE>
  
  ================================================================================
  
         Approximate date of commencement of proposed sale to the public:  As
  soon as practicable after this Registration Statement becomes effective.
  <PAGE>   3
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
         The following documents filed by Bolder Technologies Corporation (the
  "Registrant") with the Securities and Exchange Commission are incorporated by
  reference into this Registration Statement:
  
         (a)    The Registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), or either (1) the Registrant's latest prospectus filed
  pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
  "Act"), that contains audited financial statements for the Registrant's latest
  fiscal year for which such statements have been filed, or (2) the Registrant's
  effective registration statement on Form 10, Form 10-SB or Form 20-F filed
  under the Exchange Act containing audited financial statements for the
  Registrant's latest fiscal year.
  
         (b)    All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the annual report,
  prospectus or registration statement referred to in (a) above.
  
         (c)    The description of the Registrant's Common Stock which is
  contained in a registration statement filed under the Exchange Act, including
  any amendment or report filed for the purpose of updating such description.
  
         All reports and other documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference herein and to be a part
  of this registration statement from the date of filing of such reports and
  documents.
  
  
                             DESCRIPTION OF SECURITIES
  
         Not applicable.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
         Not applicable.
  
                     INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
         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
  Act.
  
         The Registrant's Restated Certificate of Incorporation provides for the
  elimination of liability for monetary damages for breach of the directors'
  fiduciary duty of care to the Registrant and its stockholders.  These
  provisions do not eliminate the directors' duty of care and, in appropriate
  circumstances, equitable remedies such as injunctive or other forms of
  non-monetary relief will remain available under Delaware law.  In addition,
  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,
  and for payment of dividends or approval of stock repurchases or redemptions
  that are unlawful under Delaware law.  The provision does not affect a
  director's responsibilities under any other laws, such as the federal
  securities laws or state or federal environmental laws.
  
         The Registrant has entered into indemnification agreements with each of
  its directors and executive 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 executive officer of the Registrant,
  and the Registrant maintains directors' and officers' liability insurance.
  
                        EXEMPTION FROM REGISTRATION CLAIMED
  
         Not applicable.
  
  
  
  
  
                                         1
  <PAGE>   4
                                      EXHIBITS
  
  <TABLE>
  <CAPTION>
  
  Exhibit
  Number
  <S>       <C>
  4.1       Amended and Restated Certificate of Incorporation of the Registrant
            (incorporated by reference to Exhibit 3(i).2 to the Registrant's 
            registration statement on Form SB-2 (Registration No. 333-2500-D)).
          
  4.2       Amended and Restated Bylaws of the Registrant (incorporated by 
            reference to Exhibit 3(ii).2 to the Registrant's registration
            statement on Form SB-2 (Registration No. 333-2500-D)).
          
  4.3       Specimen stock certificate (incorporated by reference to Exhibit 4.2 
            to the Registrant's registration statement on Form SB-2 (Registration
            No. 333-2500-D)).
          
  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        Power of Attorney (included on page II-1).
  
  99.1      1996 Equity Incentive Plan, including forms of options granted to 
            employees and non-employee directors thereunder (incorporated by 
            reference to Exhibit 10.2 to the Registrant's registration
            statement on Form SB-2 (Registration No. 333-2500-D)).
          
  99.2      Amendments to 1996 Equity Incentive Plan, dated December 11, 1996.
  
  99.3      Amendments to 1996 Equity Incentive Plan, dated January 30, 1997.
  
  99.4      1996 Employee Stock Purchase Plan (incorporated by reference to
            Exhibit 10.3 to the Registrant's registration statement on Form SB-2
            (Registration No. 333-2500-D)).
          
  </TABLE>
  
  
  
  
  
                                         2
  <PAGE>   5
                                    UNDERTAKINGS
  
         1.     The undersigned registrant hereby undertakes:
  
                (a)    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 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.  Notwithstanding the foregoing, any increase or
  decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any
  deviation from the low or high end of the estimated maximum offering range may
  be reflected in the form of prospectus filed with the Securities and Exchange
  Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
  and price represent no more than a 20% change in the maximum aggregate offering
  price set forth in the "Calculation of Registration Fee" table in the effective
  registration statement.
  
                        (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)(i) and (a)(ii) do not apply if the
  information required to be included in a post- effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
  Exchange Act that are incorporated by reference in the registration statement.
  
                (b)    That, for the purpose of determining any liability under
  the Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                (c)    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.
  
         2.     The undersigned registrant hereby undertakes that, for purposes
  of determining any liability under the Act, each filing of the registrant's
  annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 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.
  
         3.     Insofar as indemnification for liabilities arising under the Act
  may be permitted to directors, officers and controlling persons of the
  registrant, 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 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 appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Act and will be governed by the final adjudication of such
  issue.
  
  
  
  
  
                                         3
  <PAGE>   6
                                     SIGNATURES
  
         Pursuant to the requirements of the Act, the Registrant certifies that
  it has reasonable grounds to believe that it meets all of the requirements for
  filing on Form S-8 and has duly caused this Registration Statement to be signed
  on its behalf by the undersigned, thereunto duly authorized, in the City of
  Wheat Ridge, State of Colorado, on the 31st day of January, 1997.
  
                                   BOLDER TECHNOLOGIES CORPORATION
  
  
  
  
  
                                   By:  /s/ Daniel S. Lankford
                                      ---------------------------------------
                                        Daniel S. Lankford
                                        Chairman of the Board, President and Chief
                                        Executive Officer
  
  
  
                                 POWER OF ATTORNEY
  
         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Daniel S. Lankford and Joseph F.
  Fojtasek, and each of them, as his true and lawful attorneys-in-fact and
  agents, 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 file the same, with all exhibits thereto, and all documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorneys-in-fact and agents 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 attorneys-in-fact
  and agents, or any of them, or their or his substitutes or substitute, may
  lawfully do or cause to be done by virtue hereof.
  
         Pursuant to the requirements of the Act, 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/ Daniel S. Lankford    Chairman of the Board, President, Chief       January 31, 1997
  ------------------------  Executive Officer and Director (Principal     
  Daniel S. Lankford        Executive Officer)                            
                                                                          
  /s/ Joseph F. Fojtasek    Chief Financial Officer, Vice President,      January 31, 1997
  ------------------------  Finance and Administration, Treasurer and     
  Joseph F. Fojtasek        Secretary (Principal Financial Officer)       
                                                                          
                            Director                                      January ___, 1997
  ------------------------                                                
  Tristan E. Juergens                                                     
                                                                          
  /s/ Carl S. Stutts        Director                                      January 31, 1997
  ------------------------                                                
  Carl S. Stutts                                                          
                                                                          
  /s/ Wilmer R. Bottoms     Director                                      January 31, 1997
  ------------------------                                                
  Wilmer R. Bottoms                                                       
                                                                          
  /s/ David L. Riegel       Director                                      January 31, 1997
  ------------------------                                                
  David L. Riegel                                                         
  </TABLE>                                                             
                                                                       
  
  
  
  
                                        II-1
  <PAGE>   7
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  EXHIBIT                      DESCRIPTION                            
  NUMBER                                                               
  <S>      <C>                                                              
  4.1      Amended and Restated Certificate of Incorporation of the          
           Registrant (incorporated by reference to Exhibit 3(i).2   
           to the Registrant's registration statement on Form SB-2
           (Registration No. 333-2500-D)).                           
                                                                         
  4.2      Amended and Restated Bylaws of the Registrant (incorporated        
           by reference to Exhibit 3(ii).2 to the Registrant's        
           registration statement on Form SB-2 (Registration No.       
           333-2500-D)).                                              
                                                                      
  4.3      Specimen stock certificate (incorporated by reference to           
           Exhibit 4.2 to the Registrant's registration statement on    
           Form SB-2 (Registration No. 333-2500-D)).                     
                                                                         
  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       Power of Attorney (included on page II-1).                         
                                                                         
  99.1     1996 Equity Incentive Plan, including forms of options             
           granted to employees and non-employee directors           
           thereunder (incorporated by reference to Exhibit 10.2               
           to the Registrant's registration statement on Form SB-2   
           (Registration No. 333-2500-D)).                           
  
  99.2     Amendments to 1996 Equity Incentive Plan, dated December 11,
           1996.
  
  99.3     Amendments to 1996 Equity Incentive Plan, dated January 30, 
           1997.
                                                                     
  99.4     1996 Employee Stock Purchase Plan (incorporated by             
           reference to Exhibit 10.3 to the Registrant's                 
           registration statement on Form SB-2 (Registration             
           No. 333-2500-D)).                                              
                                                              
  </TABLE>                                                               
                                                                         
  
  
  
  
                                        II-2
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "BOLDER TECHNOLOGIES CORP.", "secsgml_size_bytes": 22574}]
metadata_filer: {"company-data": {"conformed-name": "BOLDER TECHNOLOGIES CORP", "cik": "0001011108", "assigned-sic": "3690", "irs-number": "841166231", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20989", "film-number": "97516861"}, "business-address": {"street1": "5181 WARD RD", "street2": "STE 103", "city": "WHEAT RIDGE", "state": "CO", "zip": "80033", "phone": "3034228200"}, "mail-address": {"street1": "5181 WARD RD", "street2": "ST 103", "city": "WHEAT RIDGE", "state": "CO", "zip": "80033"}}
text: 1
     As filed with the Securities and Exchange Commission on February 3, 1997
                                                         Registration No. ________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                             ----------------------
  
                          BOLDER TECHNOLOGIES CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  
                             ----------------------
  
       DELAWARE                                            84-1166231
  (State of Incorporation)                    (I.R.S. Employer Identification No.)
  
                             ----------------------
  
                             5181 WARD ROAD, SUITE 103
                            WHEAT RIDGE, COLORADO  80033
  
                             ----------------------
                      (Address of Principal Executive Offices)
  
                           1996 EQUITY INCENTIVE PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
  
                             ----------------------
                           (Full Titles of the Plans)
  
                                 DANIEL S. LANKFORD
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                             5181 WARD ROAD, SUITE 103
                            WHEAT RIDGE, COLORADO  80033
                                   (303) 422-8200
  
                             ----------------------
  (Name, Address and Telephone Number, Including Area Code, of Agent for Service)
  
                                     COPIES TO:
                               CARRIE L. SCHIFF, ESQ.
                                 COOLEY GODWARD LLP
                          2595 CANYON BOULEVARD, SUITE 250
                           BOULDER, COLORADO  80302-6737
                                   (303) 546-4000
  
                             ----------------------
  2
                          CALCULATION OF REGISTRATION FEE
  ==============================================================================================================
  
  ==============================================================================================================
                                         PROPOSED MAXIMUM      PROPOSED MAXIMUM 
  TITLE OF SECURITIES    AMOUNT TO BE   OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
  TO BE REGISTERED        REGISTERED        SHARE (1)              PRICE (1)          REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------
  Stock  Options  and                  
  Common  Stock  (par                  
  value $.001)             1,118,813         $7.1384             $7,986,534.72           $2,420.16
  ==============================================================================================================
  (1)    Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rules 457(c) and (h)(1) based upon (i) the
         weighted average of the exercise prices (ranging from $.09 to $14.88) of
         894,419 options outstanding under the 1996 Equity Incentive Plan, (ii)
         the weighted average of the purchase prices (ranging from $8.93 to
         $12.97) of 40,000 purchase rights outstanding under the 1996 Employee
         Stock Purchase Plan, and (iii) $15.25, the average of the high and low
         prices of the Registrant's Common Stock on January 30, 1997, as reported
         on the Nasdaq Stock Market (National Market).  The following chart
         illustrates our calculation of the registration fee:
  ==============================================================================================================
        TYPE OF SHARES             NUMBER OF SHARES        OFFERING PRICE PER SHARE    AGGREGATE OFFERING PRICE
  --------------------------------------------------------------------------------------------------------------
  Shares issuable pursuant
  to options outstanding
  under the 1996 Equity
  Incentive Plan                       894,419                     $5.2508                  $4,696,415.29
  --------------------------------------------------------------------------------------------------------------
  Shares issuable upon
  exercise of options
  available for grant
  under the 1996 Equity
  Incentive Plan                       184,394                     $15.25                   $2,812,008.50
  --------------------------------------------------------------------------------------------------------------
  Shares issuable pursuant
  to purchase rights
  outstanding under the
  1996 Employee Stock
  Purchase Plan                         40,000                     $11.9514                 $478,056.00
  ==============================================================================================================
  ================================================================================
  
         Approximate date of commencement of proposed sale to the public:  As
  soon as practicable after this Registration Statement becomes effective.
  3
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
         The following documents filed by Bolder Technologies Corporation (the
  "Registrant") with the Securities and Exchange Commission are incorporated by
  reference into this Registration Statement:
  
         (a)    The Registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), or either (1) the Registrant's latest prospectus filed
  pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
  "Act"), that contains audited financial statements for the Registrant's latest
  fiscal year for which such statements have been filed, or (2) the Registrant's
  effective registration statement on Form 10, Form 10-SB or Form 20-F filed
  under the Exchange Act containing audited financial statements for the
  Registrant's latest fiscal year.
  
         (b)    All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the annual report,
  prospectus or registration statement referred to in (a) above.
  
         (c)    The description of the Registrant's Common Stock which is
  contained in a registration statement filed under the Exchange Act, including
  any amendment or report filed for the purpose of updating such description.
  
         All reports and other documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference herein and to be a part
  of this registration statement from the date of filing of such reports and
  documents.
  
                             DESCRIPTION OF SECURITIES
  
         Not applicable.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
         Not applicable.
  
                     INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
         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
  Act.
  
         The Registrant's Restated Certificate of Incorporation provides for the
  elimination of liability for monetary damages for breach of the directors'
  fiduciary duty of care to the Registrant and its stockholders.  These
  provisions do not eliminate the directors' duty of care and, in appropriate
  circumstances, equitable remedies such as injunctive or other forms of
  non-monetary relief will remain available under Delaware law.  In addition,
  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,
  and for payment of dividends or approval of stock repurchases or redemptions
  that are unlawful under Delaware law.  The provision does not affect a
  director's responsibilities under any other laws, such as the federal
  securities laws or state or federal environmental laws.
  
         The Registrant has entered into indemnification agreements with each of
  its directors and executive 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 executive officer of the Registrant,
  and the Registrant maintains directors' and officers' liability insurance.
  
                        EXEMPTION FROM REGISTRATION CLAIMED
  
         Not applicable.
  
                                         1
  4
                                      EXHIBITS
  Exhibit
  Number
  4.1       Amended and Restated Certificate of Incorporation of the Registrant
            (incorporated by reference to Exhibit 3(i).2 to the Registrant's 
            registration statement on Form SB-2 (Registration No. 333-2500-D)).
          
  4.2       Amended and Restated Bylaws of the Registrant (incorporated by 
            reference to Exhibit 3(ii).2 to the Registrant's registration
            statement on Form SB-2 (Registration No. 333-2500-D)).
          
  4.3       Specimen stock certificate (incorporated by reference to Exhibit 4.2 
            to the Registrant's registration statement on Form SB-2 (Registration
            No. 333-2500-D)).
          
  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        Power of Attorney (included on page II-1).
  
  99.1      1996 Equity Incentive Plan, including forms of options granted to 
            employees and non-employee directors thereunder (incorporated by 
            reference to Exhibit 10.2 to the Registrant's registration
            statement on Form SB-2 (Registration No. 333-2500-D)).
          
  99.2      Amendments to 1996 Equity Incentive Plan, dated December 11, 1996.
  
  99.3      Amendments to 1996 Equity Incentive Plan, dated January 30, 1997.
  
  99.4      1996 Employee Stock Purchase Plan (incorporated by reference to
            Exhibit 10.3 to the Registrant's registration statement on Form SB-2
            (Registration No. 333-2500-D)).
  2
  5
                                    UNDERTAKINGS
  
         1.     The undersigned registrant hereby undertakes:
  
                (a)    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 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.  Notwithstanding the foregoing, any increase or
  decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any
  deviation from the low or high end of the estimated maximum offering range may
  be reflected in the form of prospectus filed with the Securities and Exchange
  Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
  and price represent no more than a 20% change in the maximum aggregate offering
  price set forth in the "Calculation of Registration Fee" table in the effective
  registration statement.
  
                        (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)(i) and (a)(ii) do not apply if the
  information required to be included in a post- effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
  Exchange Act that are incorporated by reference in the registration statement.
  
                (b)    That, for the purpose of determining any liability under
  the Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                (c)    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.
  
         2.     The undersigned registrant hereby undertakes that, for purposes
  of determining any liability under the Act, each filing of the registrant's
  annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 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.
  
         3.     Insofar as indemnification for liabilities arising under the Act
  may be permitted to directors, officers and controlling persons of the
  registrant, 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 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 appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Act and will be governed by the final adjudication of such
  issue.
  
                                         3
  6
                                     SIGNATURES
  
         Pursuant to the requirements of the Act, the Registrant certifies that
  it has reasonable grounds to believe that it meets all of the requirements for
  filing on Form S-8 and has duly caused this Registration Statement to be signed
  on its behalf by the undersigned, thereunto duly authorized, in the City of
  Wheat Ridge, State of Colorado, on the 31st day of January, 1997.
  
                                   BOLDER TECHNOLOGIES CORPORATION
  
                                   By:  /s/ Daniel S. Lankford
                                      ---------------------------------------
                                        Daniel S. Lankford
                                        Chairman of the Board, President and Chief
                                        Executive Officer
  
                                 POWER OF ATTORNEY
  
         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Daniel S. Lankford and Joseph F.
  Fojtasek, and each of them, as his true and lawful attorneys-in-fact and
  agents, 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 file the same, with all exhibits thereto, and all documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorneys-in-fact and agents 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 attorneys-in-fact
  and agents, or any of them, or their or his substitutes or substitute, may
  lawfully do or cause to be done by virtue hereof.
  
         Pursuant to the requirements of the Act, this Registration Statement has
  been signed by the following persons in the capacities and on the dates
  indicated.
  Signature                               Title                         Date
  /s/ Daniel S. Lankford    Chairman of the Board, President, Chief       January 31, 1997
  ------------------------  Executive Officer and Director (Principal     
  Daniel S. Lankford        Executive Officer)                            
                                                                          
  /s/ Joseph F. Fojtasek    Chief Financial Officer, Vice President,      January 31, 1997
  ------------------------  Finance and Administration, Treasurer and     
  Joseph F. Fojtasek        Secretary (Principal Financial Officer)       
                                                                          
                            Director                                      January ___, 1997
  ------------------------                                                
  Tristan E. Juergens                                                     
                                                                          
  /s/ Carl S. Stutts        Director                                      January 31, 1997
  ------------------------                                                
  Carl S. Stutts                                                          
                                                                          
  /s/ Wilmer R. Bottoms     Director                                      January 31, 1997
  ------------------------                                                
  Wilmer R. Bottoms                                                       
                                                                          
  /s/ David L. Riegel       Director                                      January 31, 1997
  ------------------------                                                
  David L. Riegel
  II-1
  7
                                   EXHIBIT INDEX
  EXHIBIT                      DESCRIPTION                            
  NUMBER
  4.1      Amended and Restated Certificate of Incorporation of the          
           Registrant (incorporated by reference to Exhibit 3(i).2   
           to the Registrant's registration statement on Form SB-2
           (Registration No. 333-2500-D)).                           
                                                                         
  4.2      Amended and Restated Bylaws of the Registrant (incorporated        
           by reference to Exhibit 3(ii).2 to the Registrant's        
           registration statement on Form SB-2 (Registration No.       
           333-2500-D)).                                              
                                                                      
  4.3      Specimen stock certificate (incorporated by reference to           
           Exhibit 4.2 to the Registrant's registration statement on    
           Form SB-2 (Registration No. 333-2500-D)).                     
                                                                         
  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       Power of Attorney (included on page II-1).                         
                                                                         
  99.1     1996 Equity Incentive Plan, including forms of options             
           granted to employees and non-employee directors           
           thereunder (incorporated by reference to Exhibit 10.2               
           to the Registrant's registration statement on Form SB-2   
           (Registration No. 333-2500-D)).                           
  
  99.2     Amendments to 1996 Equity Incentive Plan, dated December 11,
           1996.
  
  99.3     Amendments to 1996 Equity Incentive Plan, dated January 30, 
           1997.
                                                                     
  99.4     1996 Employee Stock Purchase Plan (incorporated by             
           reference to Exhibit 10.3 to the Registrant's                 
           registration statement on Form SB-2 (Registration             
           No. 333-2500-D)).
  II-2