form8-k_16860.htm
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):  July 9, 2010

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)
 
Former name or former address, if changed since last report:
None
 
 
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:

o
  
Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
     
o
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
  
Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Section 1 
Registrant’s Business and Operations

 
Section 1.01 
Entry into Material Definitive Agreement.
 
Cathaya Investment
 
As previously disclosed in the Company’s Current Report on Form 8-K filed on August 10, 2009, on August 6, 2009, Cathaya Capital, L.P., a Cayman Islands exempted limited partnership (the “Cathaya”) purchased 20 million shares of the Company’s Common Stock. On August 6, 2009, the Company also entered into a Secured Convertible Promissory Note with Cathaya for aggregate principal advances of up to $10 million. In addition, the Company also issued two warrants to Cathaya exercisable for shares of the Company’s Common Stock.
 
On July 9, 2010, Cathaya agreed to make a further investment in the Company by entering into a securities purchase agreement (the “Cathaya Agreement”) with the Company. Pursuant to the Cathaya Agreement, Cathaya will purchase 44 million shares of the Company’s Common Stock at a price of $0.25 per share (the “Cathaya Shares”) for an aggregate purchase price of $11 million. The closing of this investment is conditioned upon the receipt of Governmental Approvals in connection with the Acquisition Transaction and is expected to close simultaneously with the Acquisition Transaction. A copy of the Cathaya Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
 
Pursuant to the terms of the Cathaya Agreement, upon the closing of the additional investment, the Company will also enter into an amended and restated registration rights agreement with Cathaya.
 
Press Release
 
On July 12, 2010, the Company issued a press release describing the above transactions. The full text of this press release is furnished herewith as Exhibit 99.1.
 
The disclosures under Item 1.01 are incorporated into this Item 2.03 by reference.
 
Section 3 
Securities and Trading Markets
 
 
Item 3.02 
Unregistered Sales of Equity Securities.
 
The disclosures under Item 1.01 are incorporated in this Item 3.02 by reference.
 
The Cathaya Shares, were issued in reliance on an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
 
 
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Section 9 
Financial Statements and Exhibits
 
 
Item 9.01 
Financial Statements and Exhibits
 
 (d) Exhibits
 
 
Exhibit 
Description
 
 
10.1 
Securities Purchase Agreement, dated July 9, 2010
 
 
99.1 
Press Release, dated July 12, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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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
  
     
     
       
Dated:       July 15, 2010
By:
/s/ Steven M. Schneider  
    Steven M. Schneider  
    Chief Executive Officer  
       

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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