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) February 13, 1997
U. S. ELECTRICAR, INC.
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(exact name of registrant as specified in its charter
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California 0-25184 95-3056150
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
5 Thomas Mellon Circle, San Francisco, CA 94134
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 415-656-2400
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Item 9. Sales of Equity Securities pursuant to Regulation S
On February 13, 1997, U. S. Electricar, Inc. (the "Company" ) and
Fontal International Ltd., Geneva, Switzerland ("Fontal"), executed a Loan
Agreement whereby Fontal extended a loan to the Company in a principal sum of
One Hundred Forty Thousand Dollars ($140,000) ( the "Fontal Loan" ). The Fontal
Loan was evidenced by a Promissory Note (the "Fontal Note" ) which provides for
a term of six months, an interest rate of ten percent (10%) per annum, and the
right to convert at any time, in one or more installments, into shares of the
Company's common stock at the conversion rate described below.
On February 21, 1997, the Company and ITOCHU Corporation, a corporation
organized under the laws of Japan, executed a Supplemental Loan Agreement
whereby ITOCHU extended a loan to the Company in a principal sum of Four Hundred
Thousand Dollars ($400,000)(the "ITOCHU Loan"). The ITOCHU Loan was evidenced by
a secured Promissory Note ( the "ITOCHU Note") which provides for a term of one
year, an interest rate of ten percent (10%), a right to convert at any time, and
in one or more installments, into shares of the company's common stock at the
conversion rate described below, and anti-dilution protection.
The Fontal Note and the ITOCHU Note and any shares issued upon
conversion thereof have not been registered under the Securities Act of 1933 in
reliance upon Regulation S promulgated thereunder.
The number of shares to be issued pursuant to any election to convert
any or all of the Fontal Loan amount and the ITOCHU Loan amount shall equal the
quotient obtained by dividing (x) the amount of the loan to be converted, by (y)
the Conversion Price of $0.30 per share. The total number of shares issuable
pursuant to such conversion of the two Notes is therefore 1,800,000 shares.
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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: February 26, 1997
By: /s/ Roy Y. Kusumoto
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Roy Y. Kusumoto
President and Chief Executive Officer
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