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): April 23, 2008
Enova Systems, Inc.
(Exact name of registrant as specified in its charter)
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| California
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1-33001
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95-3056150 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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1560 West 190th Street,
Torrance, California
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90501 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On April 23, 2008, Enova Systems, Inc. (the “Company” or “Enova”) entered into a Securities
Purchase Agreement (“Purchase Agreement”) and Registration Rights Agreement (Registration Rights
Agreement”) with several “accredited” investors (the “Investors”). Pursuant to the Purchase
Agreement, the Investors have agreed to purchase 1,273,700 shares (“Investor Shares”) of the
Company’s common stock, no par value, (“Common Stock”) at $3.91 per share. It is anticipated that
Enova will receive approximately $4,980,167 in gross proceeds from the offering. The placement
agent involved with this offering will earn a selling commission of (i) a cash payment equal to 5%
of the gross proceeds and (ii) shares of Common Stock equal to 2% of the number of shares of Common
Stock sold in the offering (the Placement Agent Shares”), in addition to reimbursement of expenses.
The closing of the offering is contingent upon, among other things, the listing of the Investor
Shares and Placement Agent Shares for trading on the American Stock Exchange.
Pursuant to the Registration Rights Agreement, the Company also granted the Investors certain
resale registration rights in respect to the Investor Shares.
The Investor Shares and Placement Agent Shares will be issued to “accredited” investors only, as
such term is promulgated by the SEC. In reliance upon each such investor’s and placement agent’s
representation as an “accredited investor,” among other representations, the offer and issuance of
the securities described above will be exempt from the registration requirements under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and in reliance upon Rule 506
of Regulation D promulgated by the SEC.
The securities offered have not been registered under the United States Securities Act of 1933 and
may not be offered or sold in the United States absent registration or an applicable exemption from
registration requirements. This Current Report on Form 8-K does not constitute an offer of any
securities for sale.
The form of Purchase Agreement and Registration Rights Agreement are filed with this report as
Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
A press release issued by the Company in connection with this private placement is filed with this
report as Exhibit 99.1.
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| Item 3.02. |
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Unregistered Sales of Equity Securities. |
The disclosure in Item 1.01 of this report is incorporated herein by reference.
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| Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers. |
On April 23, 2008, during a Board meeting, Enova received from the Company’s Chairman, Mr. Anthony
Rawlinson, his resignation from the Board of Directors and its nominating and governance committee.
Mr. Rawlinson’s resignation was effective immediately upon adjournment of the meeting. Mr.
Rawlinson’s resignation was not the result of a disagreement with Enova on any matter relating to
Enova’s operations, policies, or practices.
A press release issued by the Company in connection with Mr. Rawlinson’s resignation is filed with
this report as Exhibit 99.2.
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| Item 9.01. |
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Financial Statements and Exhibits |
Exhibits
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10.1 |
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Securities Purchase Agreement |
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10.2 |
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Registration Rights Agreement |
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99.1 |
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Private Placement Press Release |
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99.2 |
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Board Resignation Press Release |
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