S-8 1 p19391_s8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 26, 2005 Registration Statement No. 333-_________ -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENOVA SYSTEMS, INC. (Exact name of registrant as specified in its charter) California 95-3056150 ------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 19850 South Magellan Drive Torrance, California 90502 (Address of principal executive offices) (Zip Code) 1996 STOCK OPTION PLAN (Full Title of Plan) Edwin O. Riddell President and Chief Executive Officer ENOVA SYSTEMS, INC. 19850 South Magellan Drive Torrance, California 90502 (Name and address of agent for service) (310) 527-2800 (Telephone number, including area code, of agent for service) Calculation of Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Offering Price per Aggregate Offering Amount of Securities to be Registered Share Price Registration Fee Registered (1) (2) (1)(2) (1)(2) ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Common Stock, no par 65,000,000 $0.09 $5,850,000 $688.54 value ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- (1) The number of shares of Common Stock is the maximum number of additional shares issuable upon the exercise of options which may be granted pursuant to the 1996 Stock Option Plan (the "Plan"). This Registration Statement also covers such indeterminable number of shares as may become issuable as a result of anti-dilution provisions set forth in the Plan. (2) Calculated solely for the purpose of determining the registration fee in accordance with Rule 457(h) and based upon $0.09 per share of our Common Stock, representing the average of the bid and asked prices of our Common Stock on May 25, 2005, as reported by NASDAQ OTC Exchange.
EXPLANATORY NOTE This registration statement on Form S-8 relates to an additional 20,000,000 shares of the Common Stock, no par value, of Enova Systems, Inc., a California corporation (formerly known as U.S. Electricar, Inc.) (the "Registrant"), subject to the Registrant's 1996 Stock Option Plan, as amended (the "Plan"). There is an effective registration statement on Form S-8 (filed under the Registrant's prior corporate name), File Number 333-95701, for the balance of the shares of Common Stock subject to the Plan, which registration statement also covers certain other securities. The Plan was amended to increase the number of shares of Common Stock available thereunder from 45,000,000 shares to 65,000,000 shares. The contents of such earlier registration statement are hereby incorporated herein by reference. Item 8. Exhibits. ------ -------- Exhibit Number Description ------ ----------- 5 Opinion of Counsel. 23.1 Consent of Independent Accountants. 23.2 Consent of Counsel is contained in Exhibit 5 hereto. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on May 26, 2005. ENOVA SYSTEMS, INC. By: /s/ Larry Lombard ------------------- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name Title Date ---- ----- ---- President and Chief Executive Officer and Director /s/ Edwin O. Riddell (Principal Executive Officer) May 26, 2005 ------------------------ Edwin O. Riddell /s/ Anthony N. Rawlinson Chairman of the Board May 26, 2005 ------------------------- Anthony N. Rawlinson /s/ Malcolm R. Currie Director May 26, 2005 ---------------------- Malcolm R. Currie /s/ Carl D. Perry Vice Chairman of the Board May 26, 2005 ------------------ Carl D. Perry /s/ John J. Micek, III Director May 26, 2005 ----------------------- John J. Micek, III /s/ Donald H. Dreyer Director May 26, 2005 --------------------- Donald H. Dreyer /s/ John R. Wallace Director May 26, 2005 -------------------- John R. Wallace /s/ Bjorn Ahlstrom Director May 26, 2005 ------------------- Bjorn Ahlstrom Chief Financial Officer /s/ Larry Lombard (Principal Accounting Officer) May 26, 2005 ------------------ Larry Lombard
EXHIBIT INDEX Exhibit Number Description ------ ----------- 5 Opinion of Counsel* 23.1 Consent of Independent Accountants - Singer Lewak Greenbaum and Goldstein LLP* 23.2 Consent of Independent Accountants - Moss Adams LLP* 23.3 Consent of Counsel is contained in Exhibit 5 hereto* * Filed electronically herewith