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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.__)NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant toss.240.14a-12
ZAP
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-1 1 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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ZAP
NOTICE OF 20022003 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 26, 2002SUNDAY, SEPTEMBER 28, 2003
The 20022003 Annual Meeting of Shareholders of ZAP (the "Company") will be held at
10:30 a.m.1:00 PM Pacific Standard Time on Saturday, October 26, 2002Sunday, September 28, 2003 at the Kendall
Jackson WineThe Vineyard
Creek Hotel, Spa and Conference Center, 5007 Fulton Road,170 Railroad Street, Santa Rosa, Sonoma
County, California 95401 for the following purposes:
1. To elect five members to the Board of Directors, with the following persons
to be nominated for election by the present Board of Directors: Louis Auletta,
Michael Coder, Lawrence McLaughlin,Renay Cude, Steven Schneider and Gary Starr.
2. To ratify the appointment of Odenberg, Ullakko, Muranishi & Co. LLP as the
Company's independent public accountant for the fiscal year ending December 31,
2002;2003; and
3. To consider and act upon such other matters that may properly come before
the meeting.
The Board of Directors has fixed August 30, 2002July 24, 2003 as the record date for
determining shareholders entitled to receive notice of, and to vote at, the
Annual Meeting or any adjournment thereof. Only shareholders of record at the
close of business on the record date will be entitled to notice of and to vote
at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors,
Renay Cude
Corporate Secretary
September 20, 2002August 8, 2003
ZAP
117 MORRIS ST.
SEBASTOPOL,501 Fourth Street
SANTA ROSA, CALIFORNIA 9547295401 USA
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SATURDAY, OCTOBER 26, 2002SUNDAY, SEPTEMBER 28, 2003
This proxy statement is being furnished to the shareholders of ZAP in connection
with the solicitation of proxies by the Board of Directors for use at the 20022003
Annual Meeting of Shareholders (the "Annual Meeting"). The Annual Meeting will
be held on Saturday, October 26, 2002,Sunday, September 28, 2003, beginning at 10:30
a.m.,1:00 PM Pacific Standard
Time, Kendall Jackson Wineat The Vineyard Creek Hotel, Spa and Conference Center, 5007 Fulton Road,170 Railroad
Street, Santa Rosa, California.Sonoma County, California 95401.
We are mailing this proxy statement and the enclosed proxy to our shareholders
on or about September 20, 2002.August 8, 2003. The enclosed proxy is solicited by the Board of
Directors of ZAP.
ZAP will bear the entire cost of preparing, assembling and mailing the Notice of
Annual Meeting and this proxy statement to shareholders. ZAP has made
arrangements to forward copies of proxy materials to brokerage houses,
fiduciaries and custodians, nominees and fiduciaries for forwarding of proxy
soliciting material to the beneficial owners of the Common Stock of ZapZAP at ZAP's
expense. In addition to the solicitation of proxies by mail, some of the
officers and directors and regular employees of ZAP may without additional
compensation solicit proxies by telephone or personal interview. ZAP will bear
the costs of these solicitations.
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
OUTSTANDING SECURITIES AND VOTING RIGHTS
The record date for determining the shareholders entitled to vote at the meeting
is August 30, 2002.July 24, 2003. All holders of our Common Stock at the close of business on
August 30, 2002July 24, 2003 will be eligible to vote at the Annual Meeting. On that date there
were 7,246,128were14,496,458 shares of Common Stock .Stock. Each share is entitled to one vote.
PROXY VOTING
Shares for which proxies are properly executed and returned, or properly voted
telephonically or by Internet, will be voted at the Annual Meeting in accordance
with the directions noted thereon or, in the absence of directions, will be
voted "FOR" the election of each of the nominees to the Board of Directors named
under Proposal Number 1 below, "FOR" and "FOR" the ratification of
Odenberg,Ullakko, Muranishi & Co. LLP as our independent public accountant for
2002.2003. Should any other business properly come before the meeting, the person or
persons named as the proxy shall be allowed to vote on such a matter as that
person or those persons determine in his, her or their sole discretion.
The manner in which your shares may be voted by proxy depends on how your shares
are held. If you own shares of record, meaning that your shares of Common Stock
are represented by certificates or book entries in your name so that you appear
as a shareholder on the records of our stock transfer agent, Computershare
Trust, a proxy for voting those shares will be included with this proxy
statement. You may vote those shares by completing, signing and returning the
proxy in the enclosed envelope.
If you own shares through a bank or brokerage firm account, you may instead
receive a voting instruction form with this proxy statement, which you may use
to instruct how your shares should be voted. Just as with a proxy, you may vote
those shares by completing, signing and returning the voting instruction form in
the enclosed envelope. Many banks and brokerage firms have arranged for Internet
or telephonic voting of shares and provide instructions for using those services
on the voting instruction form.
ATTENDANCE AND VOTING AT THE ANNUAL MEETING
If you own shares of record, you may attend the Annual Meeting and vote in
person, regardless of whether you have previously voted on a proxy or
telephonically. If you own shares through a bank or brokerage firm account, you
may attend the Annual Meeting, but in order to vote your shares at the meeting,
you must obtain a "legal proxy" from the bank or brokerage firm that holds your
shares. You should contact your account representative to learn how to obtain a
"legal proxy." We encourage you to vote your shares in advance of the Annual
Meeting date by one of the methods described above, even if you plan on
attending the Annual Meeting.
VOTES REQUIRED
Nominees for election as directors at the Annual Meeting will be elected by a
plurality of the votes cast at the Annual Meeting. The approval of
Odenberg,Ullakko,Muranishi & Co. LLP as our independent auditors and any other
proposal which may be brought before the meeting will require the approval of a
majority of the shares present and represented at the Annual Meeting.
QUORUM AND COUNTING THE VOTE
A majority of the shares entitled to vote, represented in person or by proxy,
constitutes a quorum for the transaction of business at the Annual Meeting.
Abstention votes will be counted as present and represented at the Annual
Meeting for purposes of determining whether a quorum exists. Broker non-votes
will not be counted as present and represented at the Annual Meeting for the
purpose of determining whether a quorum exists. In the election of directors, an
abstention will have no effect on the outcome. Abstention from voting will have
the same effect as voting against any other proposal submitted for consideration
by the shareholders at the Annual Meeting.
REVOCATION OF PROXIES
You may revoke a proxy at any time prior to the time it is voted by delivering a
written notice of revocation to the Secretary of ZAP, by submitting a
later-dated proxy or by attending the Annual Meeting and voting in person. Any
shareholder holding shares through a bank or brokerage firm may revoke a
previously granted proxy or change previously given voting instructions by
contacting the bank or brokerage firm, or by obtaining a "legal proxy" from the
bank or brokerage firm and voting at the Annual Meeting.
GOVERNANCE OF THE COMPANY
2001 BOARD MEETINGS
The Board of Directors met fourteen times in 2001.Committees and Meetings
During the fiscal year 2001, eachended December 31,2002, the Board of Directors held
twenty meetings. Each director attended at least 75% of the aggregate of the
total number of Board of Directors and committee meetings held during the period
in which he served as a director. BOARD COMMITTEES
The Board of Directors intends to formalso formed an Audit
Committee in early 2003.
The Audit Committee is primarily responsible for, among other things, approving
the services performed by the Company's independent auditors, reviewing
financial statements of the Company, determining the adequacy of the Company's
accounting practices and a
Compensation Committee followingdetermining the Annual Meeting.effectiveness of the Company's system
of internal accounting controls.
The full Board of Directors makes recommendations concerning the submission of
candidates at shareholders' meetings for election to the Board of Directors. Until theIn
lieu of a Compensation Committee, is formed, the Board of Directors reviews and approves
all major issues concerning salaries. The Board of Directors may establish
committees if it deems it advisable to do so or if the size of the Board of
Directors expands to the extent that the Board of Directors deems it appropriate
to create additional committees.
DIRECTORS' COMPENSATION
Members of our Board of Directors do not receive any cash compensation for their
service on the Board of Directors, but directors may be reimbursed for certain
expenses in connection with their attendance at Board of Directors meetings.
CERTAIN RELATIONSHIPS
There are no certain relationships among our directors and executive
officers.The Company has a consulting arrangement with Mr. Coder to provide legal
services. During the fiscal year ended December 31, 2002 approximately $23,000
was paid to Mr. Coder.
RELATIONSHIPS AMONG DIRECTORS AND EXECUTIVE OFFICERS
There are no familial relationships among our directorsThe Company leases office space and executive
officers.
REPORTS UNDER SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a)land from its CEO and major shareholder.
This property is used to operate the car outlet. Rental expense under this lease
was approximately $49,000 for the year ended December 31, 2002.
The Company has an advance of the Securities Exchange Act of 1934 requires our directorsapproximately $15,000 from its CEO. The advance
bears interest at 6% and officers to file reports of ownership and changes in ownership with respect
to the securities of ZAP and its affiliates with the Securities and Exchange
Commission and to furnish copies of these reports to us. Basedis due on a review of
these reports and written representations from our directors and officers
regarding the necessity of filing a report, we believe that during fiscal year
2001, all filing requirements were met on a timely basis.
demand.
PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP
CERTAIN BENEFICIAL OWNERS
ToThe following table sets forth certain information as of July 24, 2003 as to the
bestshares of our knowledge, the following are those who own beneficially five
percent or more of our Common Stock outstandingbeneficially owned by: (i) each person who is known
by the Company to own more than 5% of its Common Stock, (ii) each of the
Company's directors, (iii) each of the Company's executive officers named under
" Executive Compensation -Summary Compensation Table," and (iv) all directors
and executive officers of the company as a group. Ownership information is based
upon information furnished by the respective individuals or entities, as the
case may be. Unless otherwise noted below, the address of August 30, 2002:each beneficial owner
is c/o ZAP, 501 Fourth Street, Santa Rosa, California, 95401.Included in the
calculation of ownership are warrants and stock options issued by the Company.
The shares pursuant to stock options include those which may be exercised within
60 Days of July 24, 2003.
SHARES BENEFICIALLY OWNED
SHARES HELD
NAME AND ADDRESS AND NATURE OF OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENTAGE
- ------------------- -------------------- ----------
Steve Schneider 2,822,222 (1) 38.9%
117 Morris Street
Sebastopol, California 95472NUMBER PERCENT
Directors and Named Executive Officer:
Steven Schneider(1) 14,278,450 28.3
Gary Starr 1,189,734 (2) 16.4%
117 Morris5,098,497 10.1
Louis Auletta (3) 6,250 *
Michael G.Coder (4) 31,250 *
5% Stockholders:
Daka Development Ltd (5) 4,970,470 9.8
Leroy Plaza
15 Cheung Shun Street
Sebastopol, California 95472Kowloon, Hong Kong
Ridgewood ZAP LLC (6) 3,978,000 7.9
Ridgewood Power
LLP 994,500 (3) 13.7%
947 Linwood Ave.Avenue
Ridgewood NJ
07450
Jeff Schneider 611,111 8.4%
117 Morris Street
Sebastopol, California 95472
The Endeavour Capital Fund, S.A. 463,680 6.4%
P.O.B. 57116
Jerusalem 91570 IsraelMercatus & Partners (7) 2,941,176 5.8
188 Green Lane
Northwood
Middlesex
United Kingdom
All Executive Officers and
directors as a group (4 persons) 19,414,447 38.4
- --------------------------------
o Represents less than 1%
(1) Includes 22,22211.3 million shares of Common Stock issuable upon the exercise of
various warrants and 89,000 shares of stock upon the exercise of stock
options.
(2) Includes 3.8 million shares of common stock issuable upon the exercise of
various warrants and 205,000 shares of stock upon the exercise of stock
options.
(3) Represents stock options within 60 daysissued by the Company.
(4) Includes 6,250 stock options issued by the Company.
(5) Includes 3.5 million shares of August 30, 2002.
(2)Common Stock issuable upon the exercise of
various warrants.
(6) Includes 138,8892.9 million shares of common stock issuable upon the exercise of
stock
options within 60 days of August 30, 2002.
(3) Includes 11,111certain warrants.
(7) These shares of common stock issuable upon the exercise of stock
options within 60 days of August 30, 2002.
OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows,may be cancelled. They were provided as collateral for a
working capital loan, which has not been funded as of August 30, 2002, the number of shares of our
Common Stock beneficially owned by our directors and nominees, executive
officers named in the Summary Compensation Table, and our directors and
executive officers as a group.
SHARES HELD
NAME AND AGE OF AND NATURE OF
BENEFICIAL OWNER POSITION BENEFICIAL OWNERSHIP
- ---------------- -------- --------------------
Michael Coder, 54 Director 25,000 *
Steven Schneider, 42 Director 2,822,222 (1)
Gary Starr, 46 Chief Executive Officer 1,189,737 (2)
Director
Directors and executive
officers as a group 4,036,959
* Represents beneficial ownership of less than 1%.
(1) Includes 22,222 shares of common stock issuable upon the exercise of stock
options within 60 days of August 30, 2002.
(2) Includes 138,889 shares of common stock issuable upon the exercise of stock
options within 60 days of August 30, 2002.
July 24, 2003.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
Our Bylaws state that the Board of Directors shall consist of between five and
nine members, with the exact number of directors between this range to be
determined by the Board of Directors. The Board of Directors has set the number
of directors at from five to nine, currently we are seeking to add threeone new
members to our Board of Directors which will bring the total to five.
At the Annual Meeting , five directors will be elected to serve until the 20032004
Annual Meeting of Shareholders or until their respective successors are duly
elected and qualified. Persons may be nominated for election to the Board of
Directors by the shareholders upon the making of a proper motion at the Annual
Meeting. The Board of Directors will present for election by the shareholders
and recommends a vote "FOR" the following nominees: Louis Auletta, Michael
Coder, Lawrence McLaughlin,Renay Cude, Steven Schneider Andand Gary Starr.
Each nominee was recommended unanimously by the Board of Directors for
presentation to the shareholders for election at the Annual Meeting. Each
nominee isFour of the
nominees are currently a membermembers of the Board of Directors.
All proxies will be voted "FOR" the election of each of these nominees unless
authority to vote for the election for any nominee or nominee is withheld by the
shareholder giving the proxy. If any nominee should unexpectedly decline or be
unable to act as a director, the proxies may be voted for a substitute nominee
to be designated by the Board of Directors. The Board of Directors does not
believe that any nominee will decline to serve.
Shareholders will have the right to vote their shares cumulatively. However,
shareholders shall not be entitled to cumulate votes unless the candidates'
names have been placed in nomination before the commencement of the voting and a
shareholder has given notice at the Annual Meeting, and before the voting has
begun, of his or her intention to cumulate votes. If any shareholder has given
such notice, then all shareholders entitled to vote may cumulate their votes by
giving one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of his or her shares or by distributing such
votes on the same principle among any number of candidates. If no shareholder
elects to use cumulative voting then the shareholders shall be allowed to cast
one vote per share owned for each of the sixfive positions on the Board of
Directors. Votes cast against a candidate or which are withheld shall have no
effect.
Background information with respect to the five nominees for election to the
Board of Directors is set forth below.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
LOUIS AULETTA is currently a Director of ZAP and has been involved in various
entrepreneurial business ventures for the past 35 years. Currently, he is
engaged in real estate development. An avid environmentalist all his life, he
has also served as the executive director of the Earth Options Institute. Mr.
Auletta holds a Bachelors degree in Business from Wagner College, New York.
MICHAEL G. CODER is presently a Director of ZAP and was educated at the
University of California , Davis and received a Bachelors Degree in Psychology
in 1970. He also received his law degree from the University of the Pacific-Mc
George School of Law in 1974. Mr. Coder was employed by the District Attorneys
of Yolo and Sacramento Counties from 1973 to 1974.He also served as a
Supervising Staff Counsel for the California Department of Motor Vehicles from
1974 to 1976. Additionally, Mr. Coder was an Administrative Law Judge for the
Educational (now Public) Employment Relations Board from 1976 to 1977. For the
past 25 years, Mr. Coder has been a senior partner or sole law practitioner
representing the members of the automotive industry. Mr. Coder has also
functioned as a part-time consultant to ZAP. See Note in Certain Relationship.
RENAY CUDE is a nominee for Director and was appointed Corporate Secretary in
August 2002. Prior to joining ZAP, Ms. Cude was working as a legal secretary for
a law firm. Ms. Cude has over five years experience working in the President of Auto Distributors,bankruptcy
field with helping companies through the reorganization process. Ms. Cude holds
an Associates Degree in General Education from Santa Rosa Junior College.
STEVEN SCHNEIDER became a licensed distributor of alternative fuel powered motor vehicles.
LAWRENCE W. MC LAUGHLIN has practiced law in Sonoma County, California since
1978, specializing in municipalDirector on June 20, 2002 and civil matters.became the Chief
Executive Officer on October 26, 2002. He is presently legal counsel
to the boards of several corporations, primarily in the medical field, and also
represents several local Fire Districts as well as the City of Sebastopol. In
addition, Mr. Mc Laughlin's law firm (Dermott, Cutler & Mc Laughlin) represents
other business, collection, and family law clients. Mr. Mc Laughlin is a
graduate of the University of California, Berkeley, and received his law degree
from Empire College in Santa Rosa, California.
STEVEN SCHNEIDER is the founder of Voltage
Vehicles, a full-service alternative fuel vehicle distributor specializing in
the full spectrum of electric vehicles (EV) and full-performance alternative
fuel vehicles (AFV) including automobiles, motorcycles, bicycles, scooters,
hovercraft, neighborhood electric vehicles (NEV), commercial vehicles and
accessories. He also founded Auto Distributors, Inc., which is the promotion and
distribution arm of Voltage Vehicles dealership He has also been appointed to
the Advisory Board of Directors to Apollo Energy Systems where he works closely
with Apollo's management. He is involved in planning marketing strategies and
tactics for Apollo Energy. Apollo is in the business of developing and
manufacturing fuel cell technology and propulsion systems.
HeMr. Schneider is also active in legislative issues regarding alternative fuel
vehicles, Mr.
Schneiderhe recently lobbied at the nation's capitol on behalf of the Clear Act
(S.760/H.R. 1864: "Clean Efficient Automobiles Resulting From Advanced Car
Technologies"). He also supported Representative Sherwood Boehlert (R-NY)
efforts to introduce new legislation called the "Alternative Fueled Acceleration
Act of 2001" along with actively supporting numerous other related state and
federal initiatives. He is an active member on the LSV subcommittee in
Washington D.C. where his ideas have spawned new innovative markets for low
speed vehicles. Mr. Schneider's automotive career spans more than 17 years
experience in varying roles including that of owner, partner, sales
representative, business manager, creditor and adjustor. His successes also
include the formation of two Northern California automobile sales companies, as
well as stints in the financial, real estate and electronics industries. He has
also received extensive education and training in sales and marketing, banking,
insurance and automotive training.
GARY STARR became the Chairman of the Board of ZAP on October 26, 2002 . He had
been the Chief Executive Officer of ZAP since September 1999. Mr. Starr has been
a director and executive officer of ZAP since its inception in 1994. He has been the Chief Executive Officer of ZAP since September 1999. He has been
building, designing, and driving electric cars for more than 25 years. In
addition to overseeing the marketing of more than 75,00080,000 electric bicycles and
other electric vehicles, Mr. Starr has invented several solar electric products
and conservation devices. Mr. Starr founded U.S. Electricar's electric vehicle
operation in 1983. In 1993, Mr. Starr earned a Private Industry Council
Recognition Award for creating job opportunities in the EV industry and was
named as one of the ten most influential electric car authorities by Automotive
News. He has also received recognition awards for his contributions toward clean
air from the American Lung Association of San Francisco, CALSTART and U.S.
Senator Barbara Boxer. Mr. Starr has several publications: Electric Cars: Your
Guide to Clean Motoring, The Shocking Truth of Electric Cars, and The True Cost
of Oil. In addition, he has appeared on more than 300 radio and television talk
and news shows (including Larry King Live, The Today Show, Inside Edition, CNN
Headline News, Prime Time Live, and the CBS Evening News and the McNeil Lehrer
News Hour) as a recognized authority in the field of electric vehicles. Mr. Starr has a Bachelor of Science Degree from the University of
California, Davis in Environmental Consulting and Advocacy.
PROPOSAL NUMBER 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANT
Odenberg, Ullakko,Muranishi & Co. LLP has been appointed by the Board of
Directors as our independent public accountant for the fiscal year ending
December 31, 2002.2003. In the event that ratification of this selection of
independent public accountant is not approved by a majority of the shares of
Common Stock voting at the Annual Meeting, the Board of Directors will
reconsider its selection of independent public accountant.
A representative of Odenberg,Ullakko,Muranishi & Co. LLP is not expected to be
present at the Annual Meeting.
Audit Fees
The aggregate audit fees billed by Odenburg, Ullakko, Muranshi & Co. for
professional services rendered for the audit of the Company's Annual Report on
Form 10-KSB and the reviews of the financial statements included in the
Company's Quarterly Reports on Form 10-QSB were $65,000. No other fees were paid
to Odenburg,Ullakko, Muranshi & Co.
RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF UDENBERG,ULLAKKO,MURANISHI & CO. LLP AS OUR
INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.2003.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation earned by Steve Schneider and
Gary Starr, our present and former Chief Executive Officer respectively , for
the years indicated below.
No other employee
received compensation in excess of $100,000 for the fiscal years ended December
31, 1999, 2000, and 2001.
Annual Compensation Long -Term Compensation
Awards PayoutsANNUAL COMPENSATION LONG-TERM COMPENSATION
AWARDS PAYOUTS
---------------------------------------------
Stock
Other Restricted Underlying All Other
Annual Stock OptionsSTOCK
OTHER RESTRICTED UNDERLYING ALL OTHER
ANNUAL STOCK OPTIONS LTIP Compen-
Salary Bonus Compensation Award /SARs Payouts sation
Name and Principal Position YearCOMPEN-
SALARY BONUS COMPENSATION AWARD /SARS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- --------------------------- ---- ------ ----- ------------ ---------- ---------- ------- ---------
Gary Starr 1999 39,500 200Steve Schneider
Chief Executive officerOfficer
effective October 26, 2002 2002 31,300 200,000
Gary Starr 2000 59,600 700
former Chief 2001 60,800 116,667(1)116,667
Executive officer 2002 69,100 200,000
(1) See note below under optionsSTOCK OPTIONS
The following table provides information regarding stock options granted to
Steve Schneider and Gary Starr for the fiscal year ended December 31, 2001.2002. The
options have a term of 10 years, subject to earlier termination in certain
events related to termination of employment and vest monthly over 3 years. The
exercise price is equal to 100% of the fair market value of our Common Stock on
the date of grant.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
Year Number ofYEAR NUMBER OF % of Total Exercise or
Options Securities Underlying Options/SARs Granted to Base Price Expiration
Name Granted Options/SARs Granted Employees in Fiscal YearOF TOTAL EXERCISE OR
OPTIONS SECURITIES UNDERLYING OPTIONS/SARS GRANTED TO BASE PRICE EXPIRATION
NAME GRANTED OPTIONS/SARS GRANTED EMPLOYEES IN FISCAL YEAR ($/Sh) DateSH) DATE
- -----------------------------------------------------------------------------------------------------------------
Steve Schneider 2002 200,000 14% $0.30 7/05/12
Gary Starr 2001(1) 116,667 48.4% $1.20 12/31/042002 200,000 14% $0.30 7/05/12
ADDITIONAL INFORMATION AVAILABLE
The BoardCompany files an Annual Report on Form-10KSB with the SEC. Shareholders may
obtain a separate copy of Directors issued new optionsthis Report, without charge, by writing to Renay Cude,
Secretary of the Company at the December 19, 2001 meeting and
rescinded all previous options that were outstanding to employees. Also the
options have been restated to reflect the reverse stock split which was done on
July 1, 2002.
501 Fourth Street, Santa Rosa, California 95401.
PROPOSALS OF SHAREHOLDERS
Proposals which shareholders wish to be considered for inclusion in the proxy
materials solicited by the Board of Directors for the 20032004 Annual Meeting must
be received by the Secretary by February 14, 2003March 1, 2004 and must comply with the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as
amended.
REPORTS UNDER SECTION 16(A) OF THE EXCHANGE ACT
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16 (a) of the Securities Exchange Act of 1934, as amended, requires the
Company's Directors and Executive Officers, and persons who own more than ten
percent of the Company's Common Stock are required to report their initial
ownership of the Company's Common Stock and any subsequent changes to that
ownership to the Securities and Exchange Commission. Specific due dates for
these reports have been established and the Company is required to identify in
this proxy statement those persons who failed to timely file these reports. To
the Company's knowledge, based solely on a review of such reports furnished to
the Company and representations that no other reports were required during the
fiscal year ended December 31, 2002, all Section 16 (a) filing requirements
applicable to its officers, directors and 10% stockholders were complied with,
except that Mr. Schneider and Mr. Starr filed Forms 3 and 5 late.
OTHER BUSINESS
It is not intended that any business other than that set forth in the notice of
Annual Meeting and more specifically described in this proxy statement will be
brought before this meeting. If any other business should properly come before
the Annual Meeting, it is the intention of the persons named in the enclosed
proxy to vote in accordance with their best judgment on that business or any
matters dealing with the conduct of the Annual Meeting pursuant to the
discretionary authority granted in the proxy.
By Order of the Board of Directors
Corporate Secretary
Sebastopol,Santa Rosa, California
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned holder(s) of the stock of ZAP acknowledges(s) receipt of the
Notice of Annual Meeting of Shareholders of ZAP, dated September 20, 2002August 8, 2003 a Proxy
Statement of the Board of Directors of the same date. The undersigned hereby
appoint(s) Renay Cude, attorney and proxy, with full power of substitution and
revocation, to vote, as designated below all shares of Common Stock that the
undersigned is entitled to vote, with all powers that the undersigned would
possess IF personally present at the 20022003 Annual Meeting of Shareholders of ZAP,
to be held at the Kendall Jackson WineThe Vineyard Creek Hotel, Spa and Conference Center, located170 Railroad
Street, Santa Rosa, Sonoma County, California 95401, on Sunday September 28,
2003 at 5007 Fulton Road, CA 95439, on Saturday October 26, 2002 at 10:30 a.m.1:00 p.m. Pacific Standard Time, and at any adjournments thereof.
The holder of this proxy is granted discretionary authority to cumulate votes in
the election of directors among those nominees for whom the undersigned has
granted the authority to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PERSONS LISTED BELOW
FOR ELECTION TO THE BOARD OF DIRECTORS AND FOR EACH OF THE PROPOSALS LISTED IN
THE PROXY STATEMENT. THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S)
DULY EXECUTING THIS PROXY. IF NO DIRECTION IS MADE WITH RESPECT TO ANY OR ALL OF
THE BELOW PROPOSALS, THIS PROXY WILL BE VOTED FOR EACH OF THE PERSONS LISTED
BELOW AND FOR ALL OF THE PROPOSALS LISTED in theIN THE STATEMENT.
THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE
PLEASE COMPLETE, DATE AND SIGN PROXY ON REVERSE SIDE AND
RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE
ZAP
PLEASE MARK VOTE IN CIRCLE IN THE FOLLOWING MANNER USING DARK INK ONLY: 0
The 20022003 Annual Meeting of SbareholdersShareholders of ZAP (the "Company") will be held at
10:30 am.1:00 PM Pacific Standard Time on Saturday, October 26, 2002Sunday, September 28, 2003 at the Kendall
Jackson WineThe Vineyard
Creek Hotel, Spa and Conference Center, 5007 Fulton Road,170 Railroad Street, Santa Rosa, Sonoma
County, California 95401 for the following purposes:
1. To elect five members to the Board of Directors, with the following persons
to be nominated for election by the present Board of Directors: Louis Auletta,
Michael Coder, Larry McLaughlin,Renay Cude, Steven Schneider and Gary Starr.
FOR WITHHELD FOR ALL
ALL ALL EXCEPT
O O O[_] [_] [_]
2. To ratify the appointment of Odenberg Ullakko Muranishi & Co. LLP as the
Company's independent public accountant for the fiscal year ending December 31,
2002:2003:
FOR AGAINST ABSTAIN
O O O[_] [_] [_]
INSTRUCTIONS:
Please date and sign exactly as your name(s) appear(s) above. When signing as
attorney, executor, administrator, trustee or guardian or as an officer of a
corporation, partnership or other business entity, please give your full title.
Joint shareholders EACH must sign his or her name.
By executing this proxy, I (we) hereby revoke all previous proxies with any
matter to be voted upon at the Annual Meeting.
Number of shares: _______________________________________
Date: _____________________________________________, 20022003
Signature of Shareholder ________________________________
Printed Name of Shareholder______________________________Shareholder _____________________________
Signature of Joint Shareholder___________________________Shareholder __________________________
Printed Name of Joint Shareholder________________________Shareholder _______________________