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 19, 2005
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ENOVA SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
California
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(State or Other Jurisdiction of Incorporation)
0-25184 95-3056150
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(Commission File Number) (IRS Employer Identification No.)
19850 South Magellan Drive Suite 305, Torrance, CA 90502
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(Address of Principal Executive Offices) (Zip Code)
310-527-2800
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(Registrant's Telephone Number, Including Area Code)
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(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))
Item 1.01. Entry into a Material Definitive Agreement.
On July 19, 2005, Enova Systems, Inc. (the "Registrant") entered into an
agreement with a placement agent relating to the sale of up to 5,350,000 shares
of its common stock. Pursuant to the agreement, the placement agent has agreed
to use its reasonable efforts to sell, and has conditionally sold, all such
shares of common stock at a price of $0.084 per share to certain eligible
investors located outside the United States. It is anticipated that the
Registrant will receive approximately US$18,000,000 of net proceeds from the
offering.
The closing of the offering is contingent upon, among other things, the listing
of the Registrant's common stock for trading on the AIM Market of the London
Stock Exchange. The Registrant expects to receive notification of the acceptance
of the listing of its shares of common stock on the AIM Market on or about July
26, 2005.
Descriptions of the material terms of the offering are set forth in Item 3.02 of
this Current Report on Form 8-K, which descriptions are incorporated by
reference into this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
The Registrant is selling 5,350,000 shares of common stock at a price of $0.084
per share to eligible investors in the United Kingdom resulting in net proceeds
to the Registrant of approximately US$18,000,000. The gross proceeds from the
sale will be approximately US$20,200,000, before fees to Investec Investment
Bank of approximately US$1,200,000 and other costs associated with the listing
and placement. As a condition of the sale, the shares are being placed on the
AIM Market of the London Stock Exchange with a Placing Price of 215 pence
Sterling per share post the reverse split, as noted in Item 3.03, which is
equivalent to a price of US$0.084 per share before the reverse split and
applying an exchange rate of (pound)1:US$1.75, prevailing on July 18, 2005. At
the close of business on July 15, 2005, the price of the Registrant's common
share (pre reverse split) was $0.095 per share. The common stock sold in this
sale, post the reverse split, will trade on the AIM Market under the RIC Code
"ENVS.L".
The sale of common stock described above is being conducted pursuant to the
requirements of Regulation S under the Securities Act of 1933. Among other
things, each investor purchasing shares of the Registrant'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 the Registrant nor the placement
agent has conducted any selling effort directed at the United States in
connection with the offering. All shares of common stock to be issued in the
offering will be endorsed with a restrictive legend indicating that the shares
are being issued pursuant to Regulation S under the Securities Act and will be
deemed to be "restricted securities." As a result, the purchasers of such shares
will not be 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 3.03. Material Modification to Rights of Security Holders.
On July 7, 2005, the Registrant's board of directors approved the implementation
of a 1-for-45 reverse split (approved by the stockholders at the Registrant's
2004 Annual Meeting of Stockholders held August 17, 2004) in conjunction with
the AIM listing and share placing noted in Item 1.01.
On July 20, 2005 (the "Effective Date"), the Registrant will file an Amendment
to its Amended and Restated Articles of Incorporation, effecting a reverse
1-for-45 split of the common stock of the Registrant. The number of authorized
shares will be unchanged. At the close of business on the Effective Date, each
share of the Registrant's Common Stock issued and outstanding immediately prior
to the Effective Date shall automatically and without any action on the part of
the holder thereof be reclassified as and changed, pursuant to a reverse stock
split (the "Reverse Stock Split"), into a fraction thereof of 1/45th of a share
of the Registrant's outstanding Common Stock, subject to the treatment of
fractional share interests as described below. No certificates or scrip
representing fractional share interests in the new common stock will be issued,
and no such fractional share interest will entitle the holder thereof to vote,
or to any rights of a shareholder of the Registrant. In lieu of any fractional
shares to which a holder of Common Stock would otherwise be entitled, the
Registrant shall pay cash equal to (a) the average of the high-bid and low-asked
per share prices of the Common Stock as reported on the NASDAQ electronic
"Bulletin Board" on the Effective Date multiplied by (b) the number of shares of
Common Stock held by such holder that would otherwise have been exchanged for
such fractional share interest.
Item 7.01. Regulation FD Disclosure.
The Registrant 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, the Registrant 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.
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.
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(Registrant)
Date: July 19, 2005 /S/ Larry B. Lombard
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By: Larry B. Lombard
Title: Chief Financial Officer