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United States SEC File Number
Securities and Exchange Commission Q-25184
Washington, D.C. 20549 ---------------
FORM 12b-25
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NOTIFICATION OF LATE FILING CUSIP Number
903 28P 10 0
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(Check One): [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: July 31, 1996
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[ ] Transition Report of Form 10-K
[ ] Transition Report of Form 20-F
[ ] Transition Report of Form 11-K
[ ] Transition Report of Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
U.S. ELECTRICAR, INC.
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Full Name of Registrant
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Former Name If Applicable
5 Thomas Mellon Circle, Suite 305
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Address of Principal Executive Office (Street and Number)
San Francisco, CA 94134
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense:
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
[ x ] filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the presribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART II - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof could not be filed within the
prescribed period.
Subsequent to its 1996 fiscal year end, on September 5, 1996, the Registrant
sold substantially all of the assets of its wholly-owned subsidiary, Industrial
Electric Vehicles, Inc. Additionally, on August 20, 1996, Registrant executed a
Memorandum of Understanding with Systronix Corporation for the purchase by the
Registrant of the assets of Systronix. The Systronix transaction closed as of
October 25 1996. Unreasonable effort and expense would be required to include
adequate reporting information regarding these material transactions in the
subject report on a timely basis.
PART IV - OTHER INFORMATION
Name and telephone number of person to contact in regard to this notification.
Roy Y. Kusumoto (415) 656-2400
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(Name) (Area Code) (Telephone Number)
Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[ x ] Yes [ ] No
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Is it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
[ x ] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. SEE ATTACHED EXHIBIT A
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U.S. ELECTRICAR, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date October 25, 1996 By /s/ Roy Y. Kusumoto
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Roy Y. Kusumoto, President, CEO and CFO
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule O-S of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notification must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulations S-T (Section 232.12(b) of this chapter).
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Exhibit A to Form 12b-25 for
U.S. ELECTRICAR, INC. (Registrant)
for the period ended July 31, 1996
Registrant reported on Form 10-K for the fiscal year ended July 31, 1995,
$11,625,000, revenues and a net loss of $37,565,000. Registrant expects to
report on Form 10-K for the fiscal year ended July 31, 1996, $4,200,000 revenues
and a net loss of $9,400,000. The significant factor causing the change in
results in operations was the substantial restructuring and downsizing of the
Registrant's operations, including the closing and consolidation of numerous
sales, marketing and manufacturing facilities.
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MOSS-ADAMS LLP
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CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
U.S. Electricar, Inc.
As independent accountants for U.S. Electricar, Inc., we have not yet formed our
opinion on the financial statements of the Company for the year ended July 31,
1996. It is our understanding that the Company has recently entered into a
transaction resulting in the sale of substantially all of the assets of its
wholly-owned subsidiary, and closed a transaction for the purchase of the assets
of another company. Our opinion, to be rendered in connection with the July 31,
1996 financial statements, will be partially based on these transactions and our
assessment of the Company's ability to sustain business operations after these
transactions. We remain in the process of our assessment of these matters.
/s/ MOSS ADAMS LLP
Santa Rosa, California
October 28, 1996
a member of
Moores
Rowland
International
An association of independent
accounting firms throughout the world
