As filed with the Securities and Exchange Commission on May 26, 2005
Registration Statement No. 333-_________
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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
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(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
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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)
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Common Stock, no par 65,000,000 $0.09 $5,850,000 $688.54
value
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(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.
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Exhibit
Number Description
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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
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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
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President and Chief Executive Officer and
Director
/s/ Edwin O. Riddell (Principal Executive Officer) May 26, 2005
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Edwin O. Riddell
/s/ Anthony N. Rawlinson Chairman of the Board May 26, 2005
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Anthony N. Rawlinson
/s/ Malcolm R. Currie Director May 26, 2005
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Malcolm R. Currie
/s/ Carl D. Perry Vice Chairman of the Board May 26, 2005
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Carl D. Perry
/s/ John J. Micek, III Director May 26, 2005
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John J. Micek, III
/s/ Donald H. Dreyer Director May 26, 2005
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Donald H. Dreyer
/s/ John R. Wallace Director May 26, 2005
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John R. Wallace
/s/ Bjorn Ahlstrom Director May 26, 2005
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Bjorn Ahlstrom
Chief Financial Officer
/s/ Larry Lombard (Principal Accounting Officer) May 26, 2005
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Larry Lombard
EXHIBIT INDEX
Exhibit
Number Description
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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