AUTOCORP EQUITIES INC
8-K, 2000-11-28
AUTO DEALERS & GASOLINE STATIONS
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                        SECURITIES AND EXHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934

                                NOVEMBER 14, 2000
                        (Date of earliest event reported)

                             AUTOCORP EQUITIES, INC.
             (Exact name of registrant as specified in its charter)

           NEVADA                                          87-0522501
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporated organization)

                                    000-15216
                            (Commission File Number)

                          911 W. Parker Rd., Suite 306
                               Plano, Texas 75023
                    (Address of principal executive offices)

                                 (972) 378-5355
              (Registrant's telephone number, including area code)


<PAGE>

In this  report,  the words we, our,  ours,  us,  Company,  and us refer only to
AutoCorp  Equities,  Inc. They do not include any of our subsidiaries  unless we
specifically refer to them.

Headquartered in Plano,  Texas, we are a sub-prime  indirect consumer lender for
automobile finance and an investor/operator in new and used car dealerships.  At
November 14, we acquired  assets and  re-capitalized  our Company to allow us to
implement our business plans.

Item 2.  Acquisition or Disposition of Assets

         (a).     Acquisition of Assets

                  As a  part  of  the  re-capitalization  (Item  5) we  acquired
                  certain assets from our primary creditor. Those assets consist
                  of cash (on a  deferred  basis),  inventory,  a  portfolio  of
                  customer notes receivable  (secured by automobiles)  owned but
                  considered to be "inactive" by the seller,  and a portfolio of
                  customer  notes  considered to be "active" by the seller,  but
                  were  sold  to us  as  part  of  the  re-capitalization  plan.
                  Deferred cash proceeds  approximates  $228,000,  book value of
                  the  inventory,  based on  actual  cash  values,  approximates
                  $372,000  and the  combined  book  value  of  both  portfolios
                  approximates  $9,600,000 on the books of the seller.  However,
                  due to the age,  delinquency and other factors relating to the
                  portfolio(s),  the notes will be discounted significantly when
                  recorded  on our  books.  On  November  14,  the amount of the
                  discount had not been determined.

         (b)      Disposition of Assets

                  Not Applicable

Item 5.  Other Events

         (a)      Re-capitalization

                  As further described in the Exhibits, an agreement was reached
                  with our  primary  creditor,  AutoPrime,  Inc.  and its parent
                  company  to  re-capitalize  our  Company.  The  agreement  was
                  completed  on  November  14,  2000 with an  effective  date of
                  October 1,  2000.  We  believe,  without  assurance,  that the
                  capitalization  will  enable us to  implement  a new  business
                  model developed in anticipation of the re-capitalization.

                  After the re-capitalization, the largest single shareholder of
                  AutoCorp  remains Charles Norman in his capacity as Trustee of
                  the three trusts described in our previous reports. He holds a
                  total of  854,563  shares in this  capacity.  These  represent
                  19.6%  of  the   4,362,274   shares   outstanding   after  the
                  re-capitalization.

                  Of the 3,217,000 shares  originally placed in the three trusts
                  on December 30, 1998,  1,817,000  shares were  returned to our
                  treasury in the  re-capitalization,  545,437  shares have been
                  exchanged  since December 30, 1998, for  outstanding  notes of
                  Consumer  Investment  Corporation  (a  subsidiary  of  ours at
                  December 30,  1998),  and 154,563  shares will  continue to be
                  held in trust  until all aspects of that  exchange  offer have
                  been  concluded.  In addition,  700,000 shares remain in trust
                  for the benefit of our management and that of AutoPrime.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (a)      Financial Statement of Business Acquired

                  Not Applicable

<PAGE>

         (b)      Pro Forma Financial Information

                  Not Applicable

         (c)      Exhibits

                  5.1      Press Release dated October 6, 2000.

                  5.2      Press Release dated November 15, 2000 (as corrected).




                                   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 thereto duly authorized.

Date:  November 27, 2000                  AUTOCORP EQUITIES, INC.

                                          (Registrant)


                                           /s/ Charles Norman
                                           -------------------------------------
                                           Charles Norman
                                           President and Chief Executive Officer




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