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) April 21, 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 April 21, 2005, the Board of Directors of Enova Systems, Inc. (the
"Registrant") approved an Employment Agreement between the Registrant and Edwin
Riddell, the President and Chief Executive Officer of the Registrant. The
agreement is effective as of May 1, 2005. Mr. Riddell is also a director of the
Registrant. Pursuant to the agreement, Mr. Riddell will receive a yearly salary
of at least $208,000, subject to increase upon annual reviews of his
compensation and performance. In addition, Mr. Riddell will be eligible for
performance bonuses to be mutually agreed upon by both parties. Mr. Riddell will
also receive options to purchase 1,000,000 shares of the Registrant's common
stock at an original exercise price of $0.11 per share, representing at least
the fair market value of the Registrants' common stock as of April 21, 2005 as
determined in accordance with the Registrant's equity plan. The stock options
will vest over three years in equal monthly installments and will expire five
years from the date of issuance. Mr. Riddell shall be entitled to all other
fringe benefits to which all executives and employees of the Enova are entitled
as well as a company automobile and company apartment while employed by the
Company. Mr. Riddell's employment is at-will and may be terminated by the
Registrant for any reason and at any time. In the event that Mr. Riddell's
employment is terminated by the Company without cause, as defined in the
Agreement, Mr. Riddell is entitled to receive one year's salary and health
benefits as severance. If the Board should change Mr. Riddell's duties or
authority so that it may reasonably be found that Mr. Riddell is no longer
performing as the Chief Executive Officer of the Registrant or if the Registrant
is sold, merged, or closed, then, in either instance, Mr. Riddell shall have the
right to terminate the Agreement and receive the same severance payment as if
his employment had been terminated without cause. Mr. Riddell may otherwise
terminate his employment at any time but will not be entitled to any severance
benefits. In the event of a single period of prolonged inability to work due to
the result of a sickness or an injury, Mr. Riddell will be compensated at his
full rate pay for at least 6 (six) months from the date of the sickness or
injury.
On April 21, 2005, the Company also entered into a Release Agreement
with Carl Perry relating to his transition from the position of Chief Executive
Officer of the Company. The agreement is effective as of April 21, 2005. Mr.
Perry is also a director of the Registrant. Pursuant to the release agreement,
(a) Mr. Perry will receive a lump sum payment of $75,924.18, and (b) the
Registrant will pay him an amount for health insurance coverage and will
continue to pay the premiums of a life insurance policy, in each case for the
period January through December 2005. Under the release agreement, Mr. Perry
also received his salary of Ten Thousand Dollars ($10,000.00) per month from
August 18, 2004 through the end of December 2004. The foregoing amounts and
benefits, among other things, are being provided to Mr. Perry in exchange for a
general release of all claims, an express release of claims for age
discrimination and a covenant not to pursue complaints with the Company. The
release agreement sets forth certain restrictions on the sale of Enova common
stock which Mr. Perry holds through the earlier of (a) January 1, 2006 or (b)
six months after ENOVA receives additional capital funding of at least Five
Million Dollars ($5,000,000.00).
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: April 26, 2005 /s/ Larry Lombard
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By: Larry B. Lombard
Title: Chief Financial Officer