8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 4, 2007

Enova Systems, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

California	1-33001	95-3056150
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
19850 S. Magellan Drive, Torrance, California		90502
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 310-527-2800

Not Applicable
______________________________________________
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:

[  ]  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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2007 the Board of Directors of Enova Systems, Inc. elected John Micek to serve as a Director of Enova. Mr. Micek fills a vacancy reserved for the director elect of the holders of the Series B Convertible Preferred Stock. Mr. Micek will hold his office until his successor is elected by the holders of the Series B Convertible Stock at an annual or special meeting of the shareholders.

Mr. Micek will receive quarterly compensation at a flat rate of $4,000 in cash and $6,000 in stock in accordance with Enova’s director compensation policy. The stock awards are valued on the last trading day of the quarter at the closing stock price on AMEX. A press release announcing Mr. Micek has joined the Board of Directors is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 4, 2007, the Board of Directors amended the Bylaws of Enova to eliminate the requirement that the annual meeting be held on the third Wednesday of November. Instead, the amended Bylaws now permit the Board of Directors to set the date of the annual meeting. The full text of the amendment is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference. Enova intends to hold its annual meeting in the spring of each year. Consistent with this new policy, Enova will defer it annual its 2007 annual meeting and instead expect to next hold an annual meeting in May 2008. A press release announcing the change is filed as Exhibit 99.2 to this Current Report on Form 8-K.

In August 2006, the AMEX adopted rules requiring that listed securities be eligible for a Direct Registration Program (DRS) by January 1, 2008. DRS permits a shareholder ownership to be recorded and maintained on the books of the issuer or the transfer agent without the issuance of a physical stock certificate. Enova’s Bylaws permit the board of directors to approve the form of share certificates. To affirm DRS eligibility, on December 4, 2007 the Enova board of directors determined it was appropriate to amend Article V Sections 1 and 3 of the Bylaws to explicitly permit the issuance and transfer of uncertificated shares. The full text of the amendments are filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 3.2 - Amendendments to Bylaws

Exhibit 99.1 - Press release titled "Mr. John Micek to Join Enova Board"

Exhibit 99.2 - Press release titled "Enova Announces Annual Meeting to be Held in Spring 2008"

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.

	Enova Systems, Inc.
December 10, 2007	By:	Jarett Fenton
		Name: Jarett Fenton
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
3.2	Amendments to Bylaws
99.1	Press release titled "Mr. John Micek to Join Enova Board"
99.2	Press release titled "Enova Announces Annual Meeting to be Held in Spring 2008"

EX-3.2

Bylaws (as amended December 4, 2007)

* * * * *

ARTICLE II — MEETINGS OF SHAREHOLDERS

• * *

SECTION 2 — ANNUAL MEETINGS

     An annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At that meeting, directors shall be elected. Any other proper business may be transacted at the annual meeting of shareholders.

• * *

• * * * *

ARTICLE V — SHARES OF STOCK

SECTION 1 — FORM AND ISSUANCE OF SHARES

     The shares of the capital stock of the corporation shall be certificated or uncertificated in such form consistent with the articles of incorporation and the laws of the State of California as shall be approved by the board of directors. A share or shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of shares as partly paid provided that these shares shall state the amount of the consideration to be paid for them and the amount paid. All certificated shares shall be signed by the chairman or vice chairman of the board or the president or a vice president, and by the treasurer or an assistant financial officer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile.

• * *

SECTION 3 — TRANSFER OF SHARES

     Subject to the provisions of law, shares shall be transferable only on the books of the corporation by the person entitled thereto upon presentment of proper evidence of succession, assignment or authority to transfer shares in compliance with customary procedures for transferring shares in uncertificated form or upon surrender of the outstanding certificate thereto.

• * *

MR. JOHN MICEK TO JOIN ENOVA BOARD

TORRANCE, CA, December 10, 2007 – Enova Systems, Inc. (AMEX: ENA) (AIM: ENV and ENVS), an early stage production company in an emerging industry and a leading developer of proprietary electric, hybrid and fuel cell digital power management systems, announced today that Mr. John Micek III has joined the company as a member of the Board of Directors.

Mr. Micek previously served on Enova’s Board of Directors between April 1999 and July 2005. With his reappointment, he fills the vacancy reserved for the directors-elect of the holders of Series B Convertible Preferred Stock. The vacancy has existed since his resignation in July 2005. Mr. Micek will hold his office until he or his successor is elected by the holders of the Series B Convertible Stock at an annual or special meeting of the shareholders.

Mr. Micek currently actively serves on the boards of directors of Armanino Foods of Distinction, Benda Pharmaceutical, UTEK Corporation, and JAL/Universal Assurors. During the past five year, he previously served on the boards of Wherify Wireless and ExchangeBlvd.com

Mr. Micek also formerly was General Counsel of Enova between April 1994 and February 1997.

“I am pleased to welcome John back to our team” said Michael Staran, President and CEO of Enova. “His industry specific experience will compliment our current board of directors, and greatly contribute to the strategic plan for the company.”

For further information contact:

ENOVA SYSTEMS, Inc.
19850 South Magellan Drive
Torrance, CA 90502
T. +310-527-2800
Jarett Fenton, CFO and Investor Relations

About Enova Systems, Inc.

Enova Systems is a leading supplier of efficient, environmentally friendly digital power components and systems products. Enova’s core competencies are focused on the development and commercialization of power management and conversion systems for mobile and stationary applications. Enova applies unique “enabling technologies” in the areas of alternative energy propulsion systems for light- and heavy-duty vehicles as well as power conditioning and management systems for distributed generation systems. Enova develops, designs and produces drive systems and related components for electric, hybrid-electric, and fuel cell powered vehicles. For further information, contact Enova Systems directly, or visit its web site at http://www.enovasystems.com.

Regulatory

This news release contains forward-looking statements relating to Enova and its products that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “could,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology and statements about industry trends and Enova’s future performance, operations and products. These forward-looking statements are subject to and qualified by certain risks and uncertainties. These and other risks and uncertainties are detailed from time to time in Enova’s periodic filings with the Securities and Exchange Commission, including but not limited to Enova’s annual report on Form 10-K for the year ended December 31, 2006. This forward-looking information should be considered only in connection with the aforementioned risk factors. Enova assumes no obligation to update such forward-looking statements.

Save for the information disclosed above there is no other information to be disclosed under schedule two, paragraph (g) of the AIM rules.

Source: Enova Systems, Inc.

ENOVA ANNOUNCES ANNUAL MEETING TO BE HELD IN SPRING 2008

TORRANCE, CA, December 10, 2007 – Enova Systems, Inc. (AMEX: ENA) (AIM: ENV and ENVS), an early stage production company in an emerging industry and a leading developer of proprietary electric, hybrid and fuel cell digital power management systems, announced today that it intends to shift its annual meeting cycle to the traditional spring season.  Historically, Enova annual meetings have been held in November.  On December 4, 2007, the Board of Directors adopted changes to the Bylaws to provide Enova with greater flexibility as to the date of the annual meeting. 

Calendar-year end public companies based in the United States such as Enova typically hold annual meetings in the spring.  This schedule permits shareholders to timely evaluate fiscal year-end performance released in late March and align the meeting proxy mailing with the American Stock Exchange requirement to deliver an annual report to shareholders by April 30th each year.  To adjust to the new spring meeting schedule, Enova will defer holding its annual meeting in 2007.  Enova expects its next annual meeting will be held in May 2008. 

For further information contact:

ENOVA SYSTEMS, Inc.
19850 South Magellan Drive
Torrance, CA 90502
T. +310-527-2800
Jarett Fenton, CFO and Investor Relations

About Enova Systems, Inc.

Enova Systems is a leading supplier of efficient, environmentally friendly digital power components and systems products. Enova’s core competencies are focused on the development and commercialization of power management and conversion systems for mobile and stationary applications. Enova applies unique “enabling technologies” in the areas of alternative energy propulsion systems for light- and heavy-duty vehicles as well as power conditioning and management systems for distributed generation systems. Enova develops, designs and produces drive systems and related components for electric, hybrid-electric, and fuel cell powered vehicles. For further information, contact Enova Systems directly, or visit its web site at http://www.enovasystems.com.

Regulatory

This news release contains forward-looking statements relating to Enova and its products that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “could,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology and statements about industry trends and Enova’s future performance, operations and products. These forward-looking statements are subject to and qualified by certain risks and uncertainties. These and other risks and uncertainties are detailed from time to time in Enova’s periodic filings with the Securities and Exchange Commission, including but not limited to Enova’s annual report on Form 10-K for the year ended December 31, 2006. This forward-looking information should be considered only in connection with the aforementioned risk factors. Enova assumes no obligation to update such forward-looking statements.

Source: Enova Systems, Inc.