WWW.EXFILE.COM, INC. -- 888-775-4789 -- ZAP -- FORM 8-K

 
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 4, 2008 (December 19, 2007)
                                   
                                  
    
ZAP
(Exact name of Registrant as specified in its charter)
 
 
California
            
0-303000
                      
94-3210624
(State or other jurisdiction of
incorporation or organization)
           
Commission File Number
                       
IRS Employer
Identification Number
          
501 Fourth Street
Santa Rosa, CA
                                        
95401
(Address of principal executive offices)
                                        
(Zip Code)

(707) 525-8658
(Registrant’s telephone number, including area code)

Not Applicable
(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))
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director
 
On December 19, 2007, Eqbal Al Yousuf was elected to our Board of Directors.

Mr. Al Yousuf is the President of Dubai's Al-Yousuf Group and Al Yousuf LLC.  He has held this position since 2005. Prior to this Mr. Al Yousuf has held the senior management positions of Vice Chairman and CEO of Dubai's Al-Yousuf Group and Al Yousuf LLC from 2001 to 2005.

All directors of ZAP receive $500 and a grant of $500 of common stock for attendance at each Board meeting and each committee meeting. Directors are also reimbursed for reasonable out-of-pocket travel and other expenses incurred in attending Board and/or committee meetings.

On November 5, 2007, Al Yousuf LLC, of which Mr. Al Yousuf is the president, purchased 5,813,954 shares of our common stock and a three-year warrant to purchase 1,744,186 shares of our common stock at an exercise price of $1.25 per share from us for US $5,000,000 in a private placement.  We reported that transaction in a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13,2007.

Mr. Al Yousuf was elected to our Board pursuant to the side letter agreement dated November 5, 2007 made in connection with the November 5, 2007 stock purchase by Al Yousuf LLC among Al Yousuf LLC, ourselves and Steven Schneider, our Chief Executive Officer.  The side letter agreement provides, among other things, that Al Yousuf LLC has the right to designate one member for ZAP’s Board, that we shall take or cause to be taken all action permissible in accordance with applicable law and within our power to elect that designee to our Board and that Mr. Schneider shall vote his shares of our common stock to elect that designee to our Board.

Item 9.01.  Financial Statements and Exhibits

     
(d)   Exhibits
   
Exhibit
Number
    
Exhibit Title or Description
     
 
10.1
  
Regulation S Securities Purchase Agreement, dated November 5, 2007*
     
 
10.2
  
Common Stock Purchase Warrant, dated November 5, 2007*
     
 
10.3
  
Side Letter Agreement, dated November 5, 2007*

* - incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2007 as Exhibits 10.1, 10.2 and 10.3, respectively.

SIGNATURES

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
   
                
   
   
                
   
Date: January 4, 2008
                
By:   /s/ Steven M. Schneider
Steven M. Schneider
                   
  
Chief Executive Officer