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.
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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, California 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))
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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
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99.1 Press Release dated July 27, 2005.
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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
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Larry Lombard
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated July 27, 2005.
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