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) December 26, 1996
U. S. ELECTRICAR, INC.
(exact name of registrant as specified in its charter
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)
Registrants's telephone number, including area code: 415-656-2400
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Item 9. Sales of Equity Securities pursuant to Regulation S
On December 26, l996, U.S. Electricar, Inc. ("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 an
aggregate principal sum of Nine Hundred Thousand Dollars ($900,000). The loan
was evidenced by a secured Promissory Note ("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, and
anti-dilution protection. The 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 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
Note is therefore 3,000,000 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: January 10, 1997 By: / s / Roy Y. Kusumoto
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Roy Y. Kusumoto
President and Chief Executive Officer
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