SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ZAP |
(Exact name of registrant as specified in its charter) |
California | 94-3210624 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
501 Fourth Street Santa Rosa, California | 95401 | |
(Address of principal executive offices) | (Zip Code) |
Amended and Restated 2006 Incentive Stock Plan 2007 Consultant Stock Plan |
(Full title of the plan) |
Steven M. Schneider, Chief Executive Officer
501 Fourth Street
Santa Rosa, California 95401
(707) 525-8658
copies to:
Mark Y. Abdou, Esq. Richardson & Patel LLP 10900 Wilshire Boulevard, Suite 500 Los Angeles, California 90024 (310) 208-1182 |
(Name and address and telephone of agent for service) |
CALCULATION OF REGISTRATION FEE
Title of Securities to be registered | Amount to be registered | Proposed maximum offering price per share (1) | Proposed maximum aggregate offering price(1) | Amount of registration fee |
Common Stock | 30,000,000 | $ 1.11 | $ 33,300,000 | $ 1,022.31 |
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, the price per share and aggregate offering price are based upon the average closing bid and ask price of the Common Stock of the Registrant as listed on the OTC Bulletin Board on April 10, 2007.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not applicable.
Item 2. Registrant Information and Employee Plan Annual Information
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference into this Registration Statement:
(a) The Annual Report for the fiscal year ended December 31, 2006, filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on Form 10-KSB on April 2, 2007.
(b) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form SB-2 filed with the Commission on February 13, 2001, including all amendments filed for the purpose of updating such common stock description.
(c) In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
The class of securities to be offered is Common Stock.
Item 4. Description of Securities
Not applicable. The class of securities to be offered is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Richardson & Patel LLP, has given an opinion on the validity of the securities being registered hereunder. Erick Richardson and Nimish Patel, principals in the law firm, are eligible to receive shares of the Company’s common stock pursuant to this Form S-8 Registration Statement.
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Item 6. Indemnification of Directors and Officers
Section 317 of the California General Corporation Law permits the indemnification of a corporation’s agent (which includes officers and directors) if such agent is a party (or is threatened to be made a party) to any action or proceeding by reason of the fact that the person is or was an agent of the corporation or because he is a party (or is threatened to be made a party) to any action or proceeding brought by or on behalf of a corporation. If the agent is successful on the merits in defense of any action or proceeding, the corporation must indemnify the agent against expenses actually and reasonably incurred by the agent in such defense.
The Registrant’s Articles of Incorporation, as amended, provide that the liability of directors for monetary damages shall be eliminated to the fullest extent permissible under California law. The Registrant’s Bylaws permit the Registrant to indemnify its officers and directors, to the maximum extent permitted by the California General Corporation Law, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any person is or was an officer or director of the Registrant. In this regard, the Registrant has the power to advance to any officer or director expenses incurred in defending any such proceeding to the maximum extent permitted by law.
The Registrant has been advised, however, that it is the position of the Commission that, insofar as such provision in the Registrant's Bylaws may be invoked for liabilities arising under the Securities Act, such provision is against public policy and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 | Amended and Restated 2006 Incentive Stock Plan |
4.2 | 2007 Consultant Stock Plan |
5.1 | Opinion and Consent from Richardson & Patel LLP |
23.1 | Consent of Odenberg, Ullakko, Muranishi & Co. LLP |
23.2 | Consent of Richardson & Patel LLP (included in Exhibit 5.1) |
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Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to include any additional or changed material information on the plan of distribution;
(2) For determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering;
(3) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering; and
(4) For determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, to be a seller to the purchaser and to be considered to offer or sell such securities to such purchaser: a) any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424); b) any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant; c) the portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on its behalf; and d) any other communication that is an offer in the offering made by the Registrant to the purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Rosa, California, on April 11, 2007.
ZAP | ||
| | |
By: | /s/ Steven M. Schneider | |
Steven M. Schneider | ||
Chief Executive Officer April 11, 2007 |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ William Hartman | /s/ Steven M. Scheider | ||
William Hartman | Steven M. Scheider | ||
Chief Financial Officer (Principal Accounting and Financial Officer) April 11, 2007 | Chief Executive Officer (Principal Executive Officer) and Director April 11, 2007 |
/s/ Gary Starr | |||
Gary Starr | |||
Chairman of the Board April 11, 2007 |
/s/ Renay Cude | |||
Renay Cude | |||
Secretary and Director April 11, 2007 |
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