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): December 1,
2009
ZAP
(Exact
name of Registrant as specified in its charter)
|
California
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0-303000
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94-3210624
|
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(State
or other jurisdiction of
incorporation
or organization)
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Commission
File Number
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IRS
Employer
Identification
Number
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501
Fourth Street
Santa
Rosa, CA
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95401
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
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o
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Written
communications pursuant to Rule 425 under Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-14(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Section
1.01
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Entry
into Material Definitive Agreement
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As
previously disclosed in the Company’s Current Report on Form 8-K filed on
February 2, 2010, on January 27, 2010, ZAP (the “Company”)
and Samyang Optics Co. Ltd. (“Samyang”)
entered into an Investment Agreement pursuant to which Samyang agreed to invest
$3 million in convertible notes of the Company (the “Samyang
Investment”) and the Company agreed to invest $2 million in Samyang (the
“ZAP
Investment”). Pursuant to the Investment Agreement, the
Samyang Investment was to be completed by February 15, 2010 and the ZAP
Investment was to be completed within one month following the Samyang
Investment.
On
February 11, 2010, the Samyang Investment was completed through the purchase of
a subordinated convertible promissory note of the Company in the principal
amount of $3 million dollars by Samyang (the “Note”)
pursuant to a note purchase agreement entered into with Samyang dated December
31, 2009. The unpaid principal balance of the Note accrues interest
at a rate of six percent (6%) per annum and all unpaid principal, together with
any then unpaid and accrued interest and other amounts payable thereunder,
become due and payable on December 31, 2011 (the “Maturity
Date”).
In the
event the Company consummates, prior to the Maturity Date, a public offering
pursuant to a registration statement (an “Offering”),
then all principal, together with all accrued and unpaid interest under the
Note, shall automatically convert into shares of Common Stock of the Company
simultaneously with the closing of the Offering at a price per share equal to
95% of the price at which shares are sold in the Offering. In the
event the Company has not consummated an Offering on or prior to May 30, 2010,
all principal, together with all accrued and unpaid interest under the Note,
shall automatically convert into shares of Common Stock of the Company at a
price per share equal to 90% of the closing price per share. The
shares of Common Stock that the Note shall be converted into shall be restricted
securities and shall be subject to resale restrictions under Rule
144.
In
connection with the completion of the Samyang Investment, on February 24, 2010
the Company purchased securities of Samyang for an aggregate purchase price of
$2 million.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
disclosures under Item 1.01 are incorporated into this Item 2.03 by
reference.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
disclosures under Item 1.01 are incorporated into this Item 3.02 by
reference.
The Note
was 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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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 15, 2010, the Company and each of Bill Hartman, Amos Kazzaz, the
Company’s Chief Financial Officer, Chief Operating Officer (each, an “Officer” and collectively,
the “Officers”),
and Gary Starr, co-founder agreed to terminate each such Officer’s and Gary
Starr's employment agreement with the Company. The Officers continue
to serve in the same positions with the Company, and the Company and the
Officers and Gary Starr intend to enter new employment agreements on terms to be
determined in the future.
On
December 1, 2009, the Compensation Committee of the Board of Directors approved
the award of a stock option to purchase one million shares of the Company’s
common stock (the “New Stock
Option”) to each Officer and Gary Starr in exchange for the
termination of a stock option to purchase one million shares of Common Stock
that had been previously granted to each Officer and Gary Starr. The
exercise price of the New Stock Options was set at $0.25 per share, which is
higher than the closing trading price of the Company’s common stock on the date
of grant. One third of the shares subject to the New Stock Options
vested as of the date of grant, and the remainder shall vest ratably each month
until vesting is completed on November 30, 2011.
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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 | |||
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Dated: March
12, 2010
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By:
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/s/ Steven M. Schneider | |
| Chief Executive Officer | |||
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