s2_424b3.htm
 
Filed Pursuant to Rule 424(b)(3) 
 
Registration No. 333-144325 



Prospectus Supplement No. 2 dated December 14, 2007
(To Prospectus dated October 3, 2007 and filed on October 3, 2007 and Prospectus Supplement
dated November 21, 2007 and filed on November 21, 2007 - File No. 333-144325)

ZAP

PROSPECTUS

11,007,442 shares of Common Stock

This Prospectus Supplement, together with the Prospectus and Prospectus Supplement listed above, is required to be delivered by certain holders of the above-referenced shares or by their transferees, pledges, donees or their successors in connection with the offer and sale of the above-referenced shares.

This Prospectus Supplement supplements our prospectus dated October 3, 2007 and our prospectus supplement dated November 21, 2007 with the following additions and changes:

1)  
Updates the table under the heading “Selling Security Holders” and related footnotes to reflect the purchase by Gemini Master Fund, Ltd. of all of the warrants held by Grey K Offshore Fund, Ltd., Grey K Fund LP and Grey K Offshore Leveraged Fund, Ltd.

The attached information modifies and supersedes, in part, the information in the prospectus. Any information that is modified or superseded in the prospectus shall not be deemed to constitute a part of the prospectus except as modified or superseded by this Prospectus Supplement.

 


 
 
 

The information in the table appearing in the prospectus under the heading “Selling Security Holders” and related footnotes are superseded in part by the information appearing in the following table and related footnotes:
 
Name of Selling Security Holders
 
Number of
Shares Owned
Before
Offering
 
 
Number of
Shares Being
Offered
 
 
Number of
Shares Owned
After Offering
(1)
 
 
Percentage
Owned After
Offering
(2)
 
Gemini Master Fund, Ltd. (3)
 
 
4,589,940
 
 
 
4,308,007
 
 
 
281,933
 
 
 
*
 
Grey K Offshore Fund, Ltd. (4)
 
 
1,458,452
 
 
 
1,372,956
 
 
 
85,496
 
 
 
*
 
Grey K Fund, LP (5)
 
 
586,783
 
 
 
552,385
 
 
 
34,398
 
 
 
*
 
Grey K Offshore Leveraged Fund, Ltd. (6)
 
 
301,115
 
 
 
283,463
 
 
 
17,651
 
 
 
*
 
Diversified Equity Funding, L.P. (7)
 
 
2,383,820
 
 
 
198,000
 
 
 
2,185,820
 
 
 
4.3
%
Diversified Strategies Fund, LLC (8)
 
 
309,320
 
 
 
66,000
 
 
 
243,320
 
 
 
*
 
HES Gift Trust (9)
 
 
3,744,486
 
 
 
1,166,000
 
 
 
2,578,486
 
 
 
5.0
%
Wendy Spatz (10)
 
 
172,310
 
 
 
49,500
 
 
 
122,810
 
 
 
*
 
Joseph S. Gottlieb
 
 
121,000
 
 
 
121,000
 
 
 
0
 
 
 
*
 
Marleen Mulder (11)
 
 
185,000
 
 
 
143,000
 
 
 
42,000
 
 
 
*
 
Randal Ames Churchill (12)
 
 
263,000
 
 
 
143,000
 
 
 
120,000
 
 
 
*
 
Raymond J. Markman (13)
 
 
110,000
 
 
 
110,000
 
 
 
0
 
 
 
*
 
The Banks Group LLC (14)
 
 
3,781,297
 
 
 
1,339,130
 
 
 
2,442,167
 
 
 
4.8
%
Thomas Heidemann (15)
 
 
1,125,000
 
 
 
1,100,000
 
 
 
25,000
 
 
 
*
 
William Courtright (16)
 
 
640,000
 
 
 
55,000
 
 
 
585,000
 
 
 
1.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL
 
 
19,771,523
 
 
 
11,007,442
 
 
 
8,764,081
 
 
 
 
 
 
* Indicates less than one percent.

(1)
Assumes that all shares will be resold by the selling stockholders after this offering.
 
 
(2)
Percentage based upon 49,427,424 shares of common stock outstanding as of September 19, 2007.

 
 
(3)
Includes 2,682,256 shares representing 130% of the shares of common stock underlying the Convertible Notes, 772,201 shares representing 130% of the shares of common stock underlying the Warrants exercisable at $0.80 per share, 514,800 shares representing 130% of the shares of common stock underlying the Warrants exercisable at $1.20 per share, 110,000 shares of common stock underlying warrants exercisable at $1.36 per share, and 260,000 shares representing 130% of the shares of common stock underlying warrants exercisable at $1.10 per share.  The Investment Manager of Gemini Master Fund, Ltd. is Gemini Strategies, LLC.  The Managing Member of Gemini Strategies, LLC is Mr. Steven W. Winters.  As such, Mr. Winters may be deemed beneficial owner of the shares; however, Mr. Winters disclaims beneficial ownership of such shares.
 
 
(4)
Includes 1,333,796 shares representing 130% of the shares of common stock underlying the Convertible Notes. The natural person with voting and investment decision power for the selling stockholder is Robert Koltun.
 
 
(5)
Includes 536,630 shares representing 130% of the shares of common stock underlying the Convertible Notes. The natural person with voting and investment decision power for the selling stockholder is Robert Koltun.
 
 
(6)
Includes 275,378 shares representing 130% of the shares of common stock underlying the Convertible Notes. The natural person with voting and investment decision power for the selling stockholder is Robert Koltun.
 
 


 
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(7)
Includes 198,000 shares of common stock underlying warrants exercisable at $1.20 per share which are being offered for sale and 1,243,000 shares of common stock underlying warrants exercisable at $1.20 per share which are not being offered for sale.  The natural person with voting and investment decision power for the selling stockholder is Sonya Stay.
 
 
(8)
Includes 66,000 shares of common stock underlying warrants exercisable at $1.20 per share which are being offered for sale.  The natural person with voting and investment decision power for the selling stockholder is Sonya Stay.
 
 
(9)
Includes 3,562,000 shares of common stock underlying warrants exercisable at $1.20 per share, of which 1,166,000 shares are being offered for sale.  The natural person with voting and investment decision power for the selling stockholder is Sonya Stay.
 
 
(10)
Includes 49,500 shares of common stock underlying warrants exercisable at $1.20 per share which are being offered for sale.
 
 
(11)
Includes 33,000 shares of common stock underlying warrants exercisable at $1.20 per share which are being offered for sale.
 
 
(12)
Includes 33,000 shares of common stock underlying warrants exercisable at $1.20 per share which are being offered for sale.
 
 
(13)
Includes 110,000 shares of common stock underlying warrants exercisable at $1.20 per share which are being offered for sale.
 
 
(14)
Includes 2,200,000 shares of common stock underlying warrants exercisable at $1.20 per share, of which 1,100,000 shares are being offered for sale.  The natural person with voting and investment decision power for the selling stockholder is Jeffrey G. Banks.
 
 
(15)
Includes 1,100,000 shares of common stock underlying warrants exercisable at $1.75 per share which are being offered for sale.
 
 
(16)
Includes 55,000 shares of common stock underlying warrants exercisable at $1.20 per share which are being offered for sale.
 
 
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