-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RZBeoXjXxa5md5Y2Its56002E8vK9tv3EuEmpS2FM1vrmZeAvhlCCx56Sx6QOY1c W99so99xWKs4U6MaDCGOXg== 0000950005-05-000529.txt : 20050728 0000950005-05-000529.hdr.sgml : 20050728 20050728124758 ACCESSION NUMBER: 0000950005-05-000529 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050728 DATE AS OF CHANGE: 20050728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENOVA SYSTEMS INC CENTRAL INDEX KEY: 0000922237 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 953056150 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25184 FILM NUMBER: 05980149 BUSINESS ADDRESS: STREET 1: 19850 SOUTH MAGELLAN DR STREET 2: SUITE 305 CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3105272800 MAIL ADDRESS: STREET 1: 19850 SOUTH MAGELLAN DR STREET 2: SUITE 305 CITY: TORRANCE STATE: CA ZIP: 90502 FORMER COMPANY: FORMER CONFORMED NAME: US ELECTRICAR INC DATE OF NAME CHANGE: 19940425 8-K 1 p19450.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 27, 2005 ENOVA SYSTEMS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) California - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-25184 95-3056150 ------- ---------- (Commission File Number) (IRS Employer Identification No.) 19850 South Magellan Drive, Suite 305 Torrance, California 90502 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (310) 527-2800 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Item 8.01 Other Events. On July 27, 2005, Enova Systems, Inc. ("Enova") issued a press release titled "Enova Systems Raises US$18 Million on UK Listing". A copy of Enova's press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The sale of common stock described in Enova's press release was conducted pursuant to the requirements of Regulation S under the Securities Act of 1933. Among other things, each investor purchasing shares of Enova's common stock in the offering has represented that he or she is not a "U.S. Person" as defined in Rule 902 of Regulation S. In addition, neither Enova nor the placing agent has conducted any selling effort directed at the United States in connection with the offering. All shares of common stock issued in the offering are endorsed with a restrictive legend indicating that the shares are issued pursuant to Regulation S under the Securities Act and are deemed to be "restricted securities." As a result, the purchasers of such shares are not able to resell the shares in the United States without registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. Item 9.01 Financial Statements and Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 27, 2005. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 28, 2005 ENOVA SYSTEMS, INC. By: /s/ Larry Lombard ----------------- Larry Lombard Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description - ------------------------ ---------------------------------------------------- 99.1 Press Release dated July 27, 2005. 4 EX-99.1 2 ex_99-1.txt PRESS RELEASE DATED JULY 27, 2005 Exhibit 99.1 Enova Systems Raises US$18 Million on UK Listing Wednesday July 27, 1:26 pm ET TORRANCE, Calif.--(BUSINESS WIRE)--July 27, 2005--Enova Systems OTCBB:ENOV - News), a manufacturer and developer of electric, hybrid electric and fuel cell drive systems for automotive and stationary applications, announces that it has successfully listed on the London Stock Exchange's Alternative Investment Market (AIM) in conjunction with a placement of 5.35 million common shares at 215 pence per share, equivalent to US$3.78 (post reverse split) per share to UK institutional investors resulting in net proceeds of approximately US$18 million. The common stock sold in this sale, post the reverse split, trades on the AIM Market under the RIC Code "ENVS.L". Common shares currently trading on the NASDAQ OTCBB now trade under the ticker symbol "ENOV" in the U.S. and on the AIM Market under the RIC Code "ENV.L". The Company intends to seek listing on the American Stock Exchange as part of its strategy to increase financial market awareness and liquidity. As a prerequisite of this placement and listing, the Company also executed a 1 for 45 reverse split of its common shares as of July 20, 2005. Post consolidation and placement of the new shares, Enova's issued and outstanding common stock is approximately 14.8 million shares. The new capital will be used to strengthen the Company's balance sheet, accelerate research and development expenditure, further establish Enova's sales force, develop new marketing channels and expand its production capabilities. President and CEO, Ed Riddell, stated, "The listing and funding demonstrates a strong vote of confidence for Enova's technology and potential. This, in addition to our significant anticipated sales growth, will raise our profile internationally and allow us to market our leading edge hybrid drive systems and digital power management solutions much more actively to our growing global customer base as well as assist us in maintaining a competitive technological edge." Enova will reflect revenues of approximately US$1.8M on its financial statements for the six months ended June 30, 2005 in its Form 10-Q to be filed with the Securities and Exchange Commission on or before August 15, 2005. Furthermore, Enova currently maintains a backlog of product orders from customers of approximately $4.1M of revenues of which $2.5M is anticipated to be delivered and realized during the second half of 2005. 5 Enova has relationships with and has made sales to a number of vehicle manufacturers and other interested parties including both Wrightbus and Eneco in the UK, First Auto Works, a major Chinese automotive manufacturer, EcoPower Technology in Italy, Tomoedenki of Japan, the City of New York, USA, Hyundai in South Korea, Ford Motor Company and several US and Hawaii government agencies. Enova's market capitalization after the placement, which was underwritten by Investec UK, is expected to be GBP 31.7 million or approximately US$55 million. Trading commenced on AIM on July 26, 2005. Investec Bank (UK) Limited, acting through its divisions Investec Investment Banking and Investec Securities, is the Company's Nominated Adviser and Broker. This news release contains forward-looking statements relating to Enova Systems and its products. These forward-looking statements are subject to and qualified by certain risks and uncertainties. Such statements do not imply the future success of the Company or its products. These risks and uncertainties and other risks are detailed from time to time in Enova Systems' periodic filings with the Securities and Exchange Commission under the name Enova Systems, Inc., including but not limited to Enova's annual report on Form 10-K for the year ended December 31, 2004. Enova assumes no duty to update these statements. - -------------------------------------------------------------------------------- Contact: Enova Systems Financial/Investor Relations Larry Lombard, 310-527-3847 llombard@enovasystems.com 6 -----END PRIVACY-ENHANCED MESSAGE-----