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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) February 17, 2005
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ZAP
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-303000 94-3210624
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
501 FOURTH STREET, SANTA ROSA, CA 95401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (707) 525-8658
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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This Form 8-K and other reports filed by the Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant's management as well as
estimates and assumptions made by the Registrant's management. When used in the
Filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant's management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant's industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.
ITEM 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On February 17, 2005, ZAP (the "Company") issued 600,000 shares of the Company's
common stock ("Common Stock") and three warrants to purchase up to an aggregate
of 900,000 shares of Common Stock, to Lazarus Investment Partners LLP
("Lazarus"), pursuant to the terms and conditions of the purchase agreement,
dated as of February 16, 2005, by and between the Company and Lazarus for an
aggregate purchase price of $1,260,000. Each of the warrants is exercisable for
a period of five years, and will be exercisable for 300,000 shares of Common
Stock at the initial per share exercise prices of $2.50, $3.25, and $4.00,
respectively.
On December 20, 2004, the Company issued 476,194 shares of Common Stock and a
warrant to purchase up to an aggregate of 476,164 shares of Common Stock, to
Platinum Partners Value Arbitrage Fund LP ("Platinum"), pursuant to the terms
and conditions of the purchase agreement, dated as of December 20, 2004, by and
between the Company and Platinum for an aggregate purchase price of $1,000,000.
The warrant is exercisable for a period of three years at the per share exercise
price of $5.00.
On December 10, 2004, the Company issued 240,279 shares of Common Stock and a
warrant to purchase up to an aggregate of 240,279 shares of Common Stock, to a
group of accredited investors (the "Accredited Investors"), pursuant to the
terms and conditions of the purchase agreement, dated as of December 10, 2004,
by and between the Company and each of the Accredited Investors for an aggregate
purchase price of $432,500. The warrant is exercisable for a period of three
years at the per share exercise price of $5.00.
The offer and sale of all securities pursuant to the foregoing transactions was
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), under Rule 506 insofar as: (1) each of the
investors was accredited within the meaning of Rule 501(a); (2) the transfer of
the securities were restricted by the Company in accordance with Rule 502(d);
(3) there were no more than 35 non-accredited investors in any transaction
within the meaning of Rule 506(b), after taking into consideration all prior
investors under Section 4(2) of the Securities Act within the twelve months
preceding the transaction; and (4) none of the offers and sales were effected
through any general solicitation or general advertising within the meaning of
Rule 502(c).
SIGNATURES
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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.
ZAP
By: /S/ STEVEN M. SCHNEIDER
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STEVEN M. SCHNEIDER,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: February 18, 2005