US ELECTRICAR INC
8-K, 1996-08-21
MOTOR VEHICLES & PASSENGER CAR BODIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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) August 9, 1996



                              U.S. ELECTRICAR, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)




California                            0-25184                     95-3056150
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission                (IRS Employer
of incorporation)                   File Number)             Identification No.)


5 Thomas Mellon Circle, San Francisco, CA                                 94134
- --------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code:                415-656-2400





                                                               Page 1 of 3 Pages
<PAGE>

Item 5. Other Events



         Pursuant to a Memorandum of  Understanding  dated August 9, 1996 by and
between U.S. Electricar,  Inc. ("Buyer") and Systronix  Corporation  ("Seller"),
the parties have agreed to use best efforts to  consummate  the sale of Seller's
business properties and assets to Buyer.

         Consummation of the transaction is contingent upon the parties entering
into a mutually  acceptable  definitive  asset  purchase  agreement,  receipt of
additional  funding by U.S.  Electricar,  Inc.,  and attainment of all necessary
corporate consents.  The estimated total purchase price is approximately $3.3 M,
to be paid through a combination  of cash,  stock and a note, of which Buyer has
deposited approximately $1.1 M with Seller against the purchase price.

         Systronix   Corporation,   located  in  Torrance,   California,   is  a
development  stage company which was incorporated in September,  1994, and began
research and  development  operations in January,  1995. Its goal is to become a
leading developer of  technologically  advanced electric  propulsion systems for
electric  vehicles.  Systronix is in the process of designing its first product,
the Panther(TM), 60 three-phase alternating current (AC) drive train.












                                                               Page 2 of 3 Pages

<PAGE>


                                    SIGNATURE


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.



                                                 U.S. ELECTRICAR, INC.
                                                      (Registrant)




Date:  August 20, 1996                   By: 
                                             ---------------------------------
                                                    John J. Micek III
                                              Vice President & General Counsel














                                                               Page 3 of 3 Pages



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