US ELECTRICAR INC
8-K, 1997-01-30
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)  JANUARY 15, 1997


                              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 9.  Sales of Equity Securities Pursuant to Regulation S.

         On January 15, 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 an aggregate  principal sum of
Sixty Thousand Dollars  ($60,000).  On January 24, 1997,  Fontal extended to the
Company an additional Two Hundred  Thousand  Dollars  ($200,000)  under the same
terms and  conditions  (together  referred to herein as the "Loans").  The Loans
were  evidenced by a secured  Promissory  Note (the "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.  The Note and
shares  issuable  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 amount of the Loans and any  accrued  interest is equal to the
quotient  obtained by dividing (x) the amount of the Loans to be  converted,  by
(y) the  conversion  price of $0.30  per  share.  The  total  number  of  shares
currently  issuable  pursuant to such conversion of the Loans is therefore Eight
Hundred Sixty Six Thousand (866,666) shares.



                            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.


Date:  JANUARY 30, 1997


                                   U.S. ELECTRICAR, INC.
                                   (Registrant)




                                   By:   /s/ Roy Y. Kusumoto
                                         ---------------------------------------
                                         Roy Y. Kusumoto
                                         President and Chief Executive Officer



No exhibits are attached.


                            Page 3 of 3 Pages



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