SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For Annual and Transition Reports
Pursuant to Sections 13 or 15(d) of the
Securities and Exchange Act of 1934
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2003
Commission File No. 0-25184
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 Identification Number)
incorporation or organization)
19850 South Magellan Drive, Torrance, California 90502
(Address of principal executive offices, including zip code)
(310) 527-2800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of June 30, 2003 (the last business day of
the registrant's more recently completed second quarter) was $7,958,000. For
purposes of this calculation only, (i) shares of Series A and Series B Preferred
Stock have been included in the calculation, (ii) shares of Common Stock and
Series A Preferred Stock are deemed to have a market value of $0.06 per share,
and the Series B Preferred Stock is deemed to have a market value of $0.12 per
share, based on the average of the bid and ask prices of the Common Stock on
June 30, 2003, and (iii) each of the executive officers, directors and persons
holding 5% or more of the outstanding Common Stock (including Series A and B
Preferred Stock on an as-converted basis) is deemed to be an affiliate.
The number of shares of Common Stock outstanding as of March 22, 2004 was
378,341,000.
EXPLANATORY NOTE
On March 29, 2004, Enova Systems, Inc. filed its Annual Report on Form 10-K
for its fiscal year ended December 31, 2003. The Company hereby amends its 2003
Form 10-K include within it, as an exhibit thereto, the consents of the
Company's independent auditors which were inadvertently omitted from the
original filing. No other amendments or changes are, or were, made to the 2003
Form 10-K.
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PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)1. Financial Statements
The financial statements filed as a part of this report are identified in
the Index to Financial Statements on page F-1.
(a)2. Financial Statement Schedule
No financial statement schedules are filed as a part of this report.
(a)3. Exhibits
See Item 15 (c) for Index of Exhibits.
(b) Reports on Form 8-K
On December 1, 2003, Registrant filed a Form 8-K, with date of earliest
event reported of November 21, 2003, reporting under items 4 and 7.
(c) Exhibits
Exhibit Number Description
3.1 Amended and Restated Articles of Incorporation of the Registrant (filed
as Exhibit 3.1 to the Registrant's Annual Report on Form 10K for the year
ended December 31, 2000 filed on March 30, 2001 and incorporated herein
by reference).
3.2 Bylaws of Registrant (filed as Exhibit 3.12 to the Registration Statement
on Form 10 filed on November 29, 1994, and incorporated herein by
reference).
4.1 Cashless Exercise Warrants dated October 25, 1996 issued to Fontal
International, Ltd. (filed as Exhibit 4.1 to the Registrant's Annual
Report on Form 10-K for the year ended July 31, 1996, as filed on
November 12, 1996, and incorporated herein by reference).
10.1 Form of Stock Option Agreement under 1993 Employee and Consultant Stock
Plan (filed as Exhibit 10.15 to the Registration Statement on Form 10
filed on November 29, 1994, and incorporated herein by reference).
10.2 Form of Solar Electric Engineering, Inc. 1993 Employee and Consultant
Stock Plan (filed as Exhibit 10.16 to the Registration Statement on Form
10 filed on November 29, 1994, and incorporated herein by reference).
10.3 Form of Confidential Private Placement Memorandum and Debt Restructuring
Disclosure Statement of U.S. Electricar, Inc., dated January 2, 1996,
delivered by Enova to certain of its unsecured trade creditors, including
exhibits (filed as Exhibit 10.91 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended January 31, 1996, as filed on March 18,
1996, and incorporated herein by reference).
10.4 Form of Stock Purchase, Note and Debt Exchange Agreement dated January 2,
1996 between Enova and certain unsecured trade creditors (filed as
Exhibit 10.92 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended January 31, 1996, as filed on March 18, 1996, and
incorporated herein by reference).
10.5 Form of Indemnification Agreement (filed as Exhibit 10.63 to the
Registration Statement on Form 10 filed on November 29, 1994, and
incorporated herein by reference).
10.6 Form of Security Agreement made as of May 31, 1995, between Enova and
Credit Managers Association of California, Trustee (filed as Exhibit
10.85 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1996, as filed on June 14, 1996, and incorporated herein
by reference).
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10.7 Amended 1996 Employee and Consultant Stock Option Plan (filed as Exhibit
10.7 to the Registrant's Annual Report on Form 10-K for fiscal year ended
July 31, 1999, as filed on October 29, 1999, and incorporated herein by
reference).
10.8 Stock Purchase Agreement and Technology License Agreement dated February
27, 1997, by and between Enova and Hyundai Motor Company and Hyundai
Electronics Industries Co., Ltd. (filed as Exhibit 10.98 to the
Registrant's Quarterly Report on Form 10-Q for fiscal quarter ended
January 31, 1997, as filed on March 14, 1997, and incorporated herein by
reference).
10.9 Letter of Intent between Registrant and a domestic supplier, dated
December 9, 1999, to design, develop and manufacture low voltage electric
drive system components (filed as Exhibit 10.16 to the Registrant's
Annual Report on Form 10-K for fiscal year ended December 31, 2000 and
incorporated herein by reference).
10.10 Put/Call Option to sell Itochu shares between Registrant and Carl D.
Perry dated September 1, 1999 (filed as Exhibit 10.16 to the Registrant's
Annual Report on Form 10-K for fiscal year ended December 31, 2000 and
incorporated herein by reference).
10.11 Agreement (redacted) between the Registrant and a customer dated June 14,
2001, to develop and produce power management systems. (filed as Exhibit
10.1 to the Registrant's Quarterly Report on Form 10-Q for Six Months
ended June 30, 2001 and incorporated herein by reference).
10.12 Agreement (redacted) between the Registrant and Eco Power Technology,
dated June 12, 2001, to produce and sell power drive systems (filed as
Exhibit 10.19 to Amendment No. 6 to the Registrant's Registration
Statement on Form S-1, No. 333-85308, and incorporated herein by
reference).
10.13 Agreement (redacted) between the Registrant and Tomoe Electro-Mechanical
Engineering and Manufacturing, Inc., dated November 19, 2001, to produce
and sell power drive systems (filed as Exhibit 10.20 to Amendment No. 6
to the Registrants Registration Statement on Form S-1, No. 333-85308, and
incorporated herein by reference).
10.14 Agreement (redacted) between the Registrant and Moriah Corporation, dated
January 22, 2002, to produce and sell power drive systems (filed as
Exhibit 10.21 to Amendment No. 6 to the Registrant's Registration
Statement on Form S-1, No. 333-85308, and incorporated herein by
reference).
10.15 Form of Stock Purchase Agreement dated June 7, 2002 between Registrant
and each of the selling shareholders listed in a Prospectus dated July
26, 2002 (filed as Exhibit 10.22 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1, No. 333-96829, and incorporated
herein by reference).
10.16 Form of Registration Rights Agreement dated June 7, 2002 between
Registrant and each of the selling shareholders listed in a Prospectus
dated July 26, 2002 (filed as Exhibit 10.23 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1, No. 333-96829, and
incorporated herein by reference).
10.17 Joint Venture Agreement (redacted**) to form advanced research and
development corporation, dated as of March 18, 2003, by and between the
Registrant and Hyundai Heavy Industries Co. Ltd. (filed as Exhibit 10.24
to the Registrant's Quarterly Report on Form 10-Q for Three Months ended
March 31, 2003 and incorporated herein by reference).
10.18 Securities Purchase Agreement dated as of March 18, 2003, by and between
the Registrant and Hyundai Heavy Industries Co. Ltd. (filed as Exhibit
10.25 to the Registrant's Quarterly Report on Form 10-Q for Three Months
ended March 31, 2003 and incorporated herein by reference).
23.1* Consent of Singer, Lewak, Greenbaum & Goldstein, LLP Independent Auditors
23.2* Consent of Moss Adams, LLP, Independent Auditors
24 Power of Attorney (filed as Exhibit 24 to the Registrant's Annual Report
on Form 10-K for Year ended December 31, 2003 and incorporated herein by
reference).
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act Of 2002 (filed as Exhibit 31.1 to the Registrant's
Annual Report on Form 10-K for Year ended December 31, 2003 and
incorporated herein by reference).
31.2 Certification of Acting Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. (filed as Exhibit 31.2 to the
Registrant's Annual Report on Form 10-K for Year ended December 31, 2003
and incorporated herein by reference).
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31.3* Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act Of 2002.
31.4* Certification of Acting Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act Of 2002.
32 Certification Pursuant to 18 U.S.C. Section 1350 (filed as Exhibit 32 to
the Registrant's Annual Report on Form 10-K for Year ended December 31,
2003 and incorporated herein by reference).
32.1* Certification Pursuant to 18 U.S.C. Section 1350.
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment to Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.
ENOVA SYSTEMS, INC.
By: /s/ Carl D. Perry
--------------------------------
Carl D. Perry, Chief Executive Officer
Dated: June 25, 2004
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