[
]
|
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 to Rule 14a-11(c) or Rule 14a-12
|
[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 0-11 (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:
|
Sincerely,
|
|
|
|
Renay
Cude
|
Corporate
Secretary
|
1.
|
Election
of seven directors.
|
|
|
2.
|
Approval
of amendment to the Company’s Amended and Restated Articles of
Incorporation to effect a reverse stock split.
|
3.
|
Approval
of amendment to the Company’s Amended and Restated Articles of
Incorporation to increase authorized shares of common
stock.
|
4.
|
Approval
of prior equity compensation issuances.
|
5.
|
Approval
of the 2006 Incentive Stock Plan.
|
6.
|
Ratification
of Odenberg, Ullakko, Muranishi & Co. LLP as our independent
accountants for the year ending December 31, 2006.
|
7.
|
Such
other business as may properly be brought before the meeting and
any
postponements, continuations, or adjournments
thereof.
|
Renay Cude
|
Corporate Secretary
|
PROPOSAL
|
VOTE
REQUIRED
|
DISCRETIONARY
VOTING ALLOWED?
|
||
|
|
|||
Election
of Directors
|
Plurality
|
*
|
||
Approval
of Amendment to the Articles of Incorporation to Effect a Reverse
Stock
Split
|
Majority
of Shares Outstanding
|
*
|
||
Approval
of Amendment to the Articles of Incorporation to Increase Authorized
Common Stock
|
Majority
of Shares Outstanding
|
*
|
||
Approval
of Prior Equity Compensation Issuances
|
Majority
of votes cast at Annual Meeting
|
No
|
||
Approval
of 2006 Incentive Stock Plan
|
Majority
of votes cast at Annual Meeting
|
No
|
||
Ratification
of Independent Accountant
|
Majority
of votes cast at Annual Meeting
|
*
|
*
|
Please
see “Discretionary Broker Voting” for the circumstances where a holder of
record, such as a broker, would have
discretion.
|
Name
and Age
|
Principal
Occupation or Employment During the Past
Five
Years; Other Directorships
|
Director
Since
|
||
Gary
Starr (50)
|
|
Mr.
Starr co-founded ZAP in 1994, has been a director since the Company’s
inception and served as Chief Executive Officer from 2000 to 2002.
He
became chairman of the Board of Directors in October 2002. Mr. Starr
founded US Electricar’s electric vehicle operation in 1983. 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 shows including
Larry King Live, The Today Show, Inside Edition, CNN Headline News,
Prime
Time Live, the CBS Evening News and the McNeil Lehrer News Hour as
an
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.
|
|
1994
|
Name
and Age
|
|
Principal
Occupation or Employment During the Past
Five
Years; Other Directorships
|
Director
Since
|
|
Steven
Schneider (45)
|
Mr.
Schneider has been director and Chief Executive Officer of ZAP since
October 26, 2002. In 2001, Mr. Schneider founded Voltage Vehicles, a
fuel vehicle distributor specializing in electric vehicles and
full-performance alternative fuel vehicles such as automobiles,
motorcycles, and bicycles. He also founded Auto Distributors, Inc.,
which
is the promotion and distribution division of Voltage Vehicles. In
1996,
Mr. Schneider founded the RAP Group, an automotive liquidator and
reseller. Both Voltage Vehicles and the Rap Group were acquired by
ZAP in
2002. He presently serves on the Advisory Board of Directors to Apollo
Energy Systems, Inc. and serves as a director of Rotoblock Corporation,
a
public company focused on the continued development of the oscillating
piston engine. Mr. Schneider served as interim President of Rotoblock
from
August to November 2005.
|
2002
|
||
|
|
|
||
Renay
Cude (29)
|
Ms.
Cude was appointed Corporate Secretary in August 2002, and has been
a
director of the Company since October 26, 2002. Ms. Cude is the
President of our subsidiary, Voltage Vehicles, where she works closely
with corporate counsel in obtaining all the required licensing in
the 50
states for the proper distribution of advanced technology vehicles.
Ms.
Cude is also the President of ZAP Manufacturing and ZAP Rentals.
Prior to
joining ZAP, from 1997 to 2002, Ms. Cude worked as a legal secretary
for
various law firms. Ms. Cude has over five years experience working
in the
bankruptcy field where she helped companies through the reorganization
process. Ms. Cude also currently serves as Secretary and a director
of
Rotoblock Corporation, a public company focused on the continued
development of the oscillating piston engine. Ms. Cude holds an Associates
Degree in General Education from Santa Rosa Junior
College.
|
2002
|
||
|
||||
Louis
Auletta (55)
|
Mr.
Auletta has served as a director since 2002 and has been an independent
real estate investor for the past 5 years. Mr. Auletta has also served
as
the executive director of the Earth Options Institute. Mr. Auletta
holds a
Bachelors degree in Business from Wagner College in New
York.
|
2002
|
||
|
||||
Guy
Fieri (38 )
|
Mr.
Fieri has been a director since 2004 and is an entrepreneur and
restaurateur, having founded and operated three restaurants in the
North
Bay Area of San Francisco over the past seven years. He previously
held
various management positions in large food development companies.
Mr.
Fieri has been a three term President of the Restaurant Association
of the
Redwood Empire and currently serves on the board of directors for
the
Educational Foundation of the California Restaurant
Association.
|
2004
|
||
|
||||
Matthias
Heinze (51)
|
Mr.
Heinze has been a director since 2005, is the Director of Technology
for
TUV, a U.S.-German corporation specializing in independent testing
and
assessment services, and serves as the President of Rotoblock Corporation,
a public company focused on the continued development of the oscillating
piston engine. He is also Chief Executive Officer of Scibase Intl.,
LLC, a
technology development company. For the past twenty years, Mr. Heinze
has
worked in the Industrial Machinery and Pressure Equipment divisions
at
TUV. Mr. Heinze holds engineering degrees from FH Hamburg and FH
Jena in
Germany.
|
2005
|
Name
and Age
|
|
Principal
Occupation or Employment During the Past
Five
Years; Other Directorships
|
Director
Since
|
||
Mark
Haywood (44)
|
Mr.
Haywood has served as a director since 2006 and has been a real estate
developer in Northern California for the past thirteen years. From
1993 to
1997, Mr. Haywood and two partners purchased over 100 properties
in the
Sacramento area equaling over 1,000 rental units. In 1996, Mr. Haywood
helped establish a privately-owned waste removal company in the Sacramento
area.
|
2006
|
Name (Age)
|
Present
Executive Officers
|
Executive
Officer
Since
|
||
Gary Starr (50)
|
|
Mr.
Starr co-founded ZAP in 1994 and has served as Chairman of the Board
of
Directors since October 2002. More detailed information regarding
Mr.
Starr’s business experience is set forth under
“Directors.”
|
|
1994
|
|
||||
Steven
Schneider (45)
|
Mr.
Schneider has served as Chief Executive Officer since October 2002.
More
detailed information regarding Mr. Schneider’s business experience is set
forth under “Directors.”
|
2002
|
||
Renay
Cude (29)
|
Ms.
Cude serves as Corporate Secretary of ZAP and President of Voltage
Vehicles, ZAP manufacturing and ZAP Rentals. More detailed information
regarding Ms. Cude’s business experience is set for under
“Directors.”
|
2002
|
||
William
Hartman (58)
|
Mr.
Hartman was appointed Chief Financial Officer in March 2001. He was
engaged with the Company as a financial consultant starting in January
2001. Prior to his engagement at ZAP, Mr. Hartman provided financial
and
accounting consulting services to various Internet start up companies
in
the San Francisco Bay Area from 1999 to 2001. Mr. Hartman is a Certified
Public Accountant in the State of California with a Masters in Accounting
Degree from the State University of New York.
|
2001
|
||
Max
Scheder-Bieschin (44)
|
Max
Scheder-Bieschin was appointed President of ZAP on December 1, 2005
and
served as Executive Vice President from October 14, 2005 until his
appointment as President. Prior to joining ZAP, Mr. Scheder-Bieschin
served as Managing Director of Corporate Finance for Deutsche Bank
in
Frankfurt, Germany from 2001 to 2004. From 1995 to 2001, Mr.
Scheder-Bieschin led the mergers and acquisitions practice group
at ING
BHF Bank in Frankfurt and New York as Managing Director of Corporate
Finance. Earlier in his career, he was a Principal with Fredericks
Michael
& Co., a New York-based mergers and acquisitions boutique investment
banking firm, Associate Director in the Real Estate Investment Banking
Group with Bear Stearns & Co. in New York, and a Staff Accountant with
Peat, Marwick, Mitchell & Co. in New York. Mr. Scheder-Bieschin
received a Bachelors degree in Economics from Stanford University
and
attended the Masters in Accounting program at New York University.
He is
also a graduate of the Executive Program in Strategy and Organization
from
the Stanford Graduate School of Business.
|
2005
|
|
|
|
|
ANNUAL
COMPENSATION
|
|
LONG TERM COMPENSATION
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
Awards
|
|
Payouts
|
|
|
||
Name
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Other
annual
compensation
($)
|
|
Restricted
stock
awards
($)
|
|
Securities
Underlying
Options
(#)
|
|
LTIP
Payouts
($)
|
|
All
Other
Compensation
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
Schneider(1)
|
|
2005
|
|
120,000
|
|
-
|
|
-
|
|
-
|
|
633,796
|
|
-
|
|
-
|
Chief Executive Officer
|
|
2004
|
|
108,300
|
|
-
|
|
-
|
|
28,750
|
|
1,528,652
|
|
-
|
|
-
|
|
|
2003
|
|
74,100
|
|
-
|
|
-
|
|
-
|
|
150,000
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary
Starr(2)
|
|
2005
|
|
120,000
|
|
-
|
|
-
|
|
-
|
|
633,796
|
|
-
|
|
-
|
Chairman
of the Board
|
|
2004
|
|
108,300
|
|
-
|
|
-
|
|
28,750
|
|
1,528,652
|
|
-
|
|
-
|
|
|
2003
|
|
74,100
|
|
-
|
|
-
|
|
-
|
|
150,000
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
Hartman(3)
|
|
2005
|
|
115,000
|
|
-
|
|
-
|
|
-
|
|
500,000
|
|
-
|
|
-
|
Chief Financial Officer
|
|
2004
|
|
115,000
|
|
-
|
|
-
|
|
28,750
|
|
175,000
|
|
-
|
|
-
|
|
|
2003
|
|
115,000
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renay
Cude(4)
|
|
2005
|
|
40,000
|
|
30,000
|
|
17,000
|
|
-
|
|
633,796
|
|
-
|
|
-
|
Corporate Secretary
|
|
2004
|
|
40,000
|
|
-
|
|
23,000
|
|
58,000
|
|
1,279,408
|
|
-
|
|
-
|
|
|
2003
|
|
40,000
|
|
-
|
|
-
|
|
-
|
|
161,700
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Max
Scheder-Bieschin(5)
|
|
2005
|
|
24,600
|
|
-
|
|
-
|
|
15,600
|
|
550,000
|
|
-
|
|
-
|
President
|
|
2004
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
2003
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
(1)
|
As
of December 31, 2005, the value of Mr. Schneider’s restricted stock
award was $6,500 based on the closing price of ZAP common stock on
December 30, 2005.
|
(2)
|
As
of December 31, 2005, the value of Mr. Starr’s restricted stock award
was $6,500 based on the closing price of ZAP common stock on
December 30, 2005.
|
(3)
|
As
of December 31, 2005, the value of Mr. Hartman’s restricted stock award
was $6,500 based on the closing price of ZAP common stock on December
30,
2005.
|
(4)
|
Ms.
Cude received a housing allowance of $12,000 and $18,000 in 2005
and 2004,
respectively and a car allowance of $5,000 in 2005 and 2004. As of
December 31, 2005, the value of Ms. Cude’s restricted stock award was
$14,400 based on the closing price of ZAP common stock on
December 30, 2005.
|
(5)
|
Mr.
Scheder-Bieschin began providing consulting services in September
2005,
was hired as Executive Vice President on October 14, 2005, and became
President on December 1, 2005. He receives an annual salary of
$120,000. He was granted 15,000 shares of restricted stock, valued
at
$15,600, based on the closing price of ZAP common stock on
September 14, 2005, the date of grant. As of December 31, 2005,
the value of Mr. Scheder-Bieschin’s restricted stock award was $3,900
based on the closing price of ZAP common stock on December 30, 2005.
|
Name
|
|
Number
of
securities
underlying
Options/
SARs
granted
(#)
|
|
Percent
of
total
options/
SARs
granted
to
employees
in
fiscal year
|
|
Exercise
or
base
price
($/sh)
|
|
Expiration
Date
|
|
|
|
|
|
|
|
|
|
Steven
Schneider
|
|
316,898(1)
|
|
9.41%
|
|
$1.00
|
|
July
1, 2007
|
|
|
316,898(2)
|
|
9.41%
|
|
$0.93
|
|
June
7, 2015
|
|
|
|
|
|
|
|
|
|
Gary
Starr
|
|
316,898(3)
|
|
9.41%
|
|
$1.00
|
|
July
1, 2007
|
|
|
316,898(4)
|
|
9.41%
|
|
$0.93
|
|
June
7, 2015
|
|
|
|
|
|
|
|
|
|
William
Hartman
|
|
500,000(5)
|
|
14.84%
|
|
$1.00
|
|
July
1, 2007
|
|
|
|
|
|
|
|
|
|
Renay
Cude
|
|
316,898(6)
|
|
9.41%
|
|
$1.00
|
|
July
1, 2007
|
|
|
316,898(7)
|
|
9.41%
|
|
$0.93
|
|
June
7, 2015
|
|
|
|
|
|
|
|
|
|
Max
Scheder-Bieschin
|
|
250,000(8)
|
|
7.42%
|
|
$1.04
|
|
September 14, 2015
|
|
|
250,000(9)
|
|
7.42%
|
|
$1.20
|
|
July
1, 2007
|
|
|
50,000(10)
|
|
1.48%
|
|
$0.65
|
|
December
1, 2015
|
(1)
|
Mr.
Schneider was granted 316,989 K-2 warrants on June 7,
2005.
|
(2)
|
Mr.
Schneider was granted 316,989 options from the 2002 Employee Stock
Option
Plan on June 7, 2005.
|
(3)
|
Mr.
Starr was granted 316,989 K-2 warrants on June 7,
2005.
|
(4)
|
Mr.
Starr was granted 316,989 options from the 2002 Employee Stock Option
Plan
on June 7, 2005.
|
(5)
|
Mr.
Hartman was granted 500,000 K-2 warrants on June 7,
2005.
|
(6)
|
Ms.
Cude was granted 316,989 K-2 warrants on June 7, 2005.
|
(7)
|
Ms.
Cude was granted 316,989 options from the 2002 Employee Stock Option
Plan
on June 7, 2005.
|
(8)
|
Mr.
Scheder-Bieschin was granted 250,000 options from the 2002 Employee
Stock
Option Plan on September 14, 2005.
|
(9)
|
Mr.
Scheder-Bieschin was granted 250,000 B-2 warrants on September 14,
2005.
|
(10)
|
Mr.
Scheder-Bieschin was granted 50,000 options from the 2002 Employee
Stock
Option Plan on December 1,
2005.
|
Name
|
|
Shares
Acquired
on Exercise (#)
|
|
Value
Realized
($)
|
|
Number
of
Unexercised
Options
at
12/31/05
(Exercisable
/
Unexercisable)
|
|
Value of Unexercised
In-the-Money
Options
at
12/31/05
(Exercisable
/
Unexercisable)(1)
|
|
|
|
|
|
|
|
|
|
Steven
Schneider
|
|
0
|
|
0
|
|
12,333,970(2)/834,084
|
|
$2,000/0
|
|
|
|
|
|
|
|
|
|
Gary
Starr
|
|
0
|
|
0
|
|
5,405,218(3)/834,084
|
|
$2,000/0
|
|
|
|
|
|
|
|
|
|
William
Hartman
|
|
0
|
|
0
|
|
901,949(4)/69,444
|
|
$1,250/0
|
|
|
|
|
|
|
|
|
|
Renay
Cude
|
|
0
|
|
0
|
|
1,491,411(5)/658,493
|
|
$750/0
|
|
|
|
|
|
|
|
|
|
Max
Scheder-Bieschin
|
|
0
|
|
0
|
|
279,167(6)/270,833
|
|
0/0
|
|
|
|
|
|
|
|
|
|
(1)
|
Value
represents the difference between the closing price of the common
stock on
December 30, 2005 ($0.26) and the option exercise price.
|
(2)
|
Includes
11,636,454 warrants held by Mr. Schneider.
|
(3)
|
Includes
4,591,085 warrants held by Mr. Starr.
|
(4)
|
Includes
570,000 warrants held by Mr. Hartman.
|
(5)
|
Includes
1,031,654 warrants held by Ms. Cude.
|
(6)
|
Includes
250,000 warrants held by Mr.
Scheder-Bieschin.
|
Plan
Category
|
|
Number
of Securities
to
be issued upon
exercise of outstanding
options
and other
rights
|
|
Weighted-average
exercise
price of
outstanding options and
other
rights
|
|
Number
of securities
remaining available for
future
issuance under
equity compensation
plans,
(excluding
securities
reflected in
column
(a))
|
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity
compensation plans approved by security holders
|
|
6,371,350
|
|
$1.04
|
|
5,083,650
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders(1)
|
|
11,309,358
|
|
$1.65
|
|
232,873
|
|
|
|
|
|
|
|
Total
|
|
17,680,708
|
|
$1.43
|
|
5,316,523
|
(1)
|
As
of December 31, 2005, there are 11,309,358 warrants outstanding that
were issued pursuant to individual compensation arrangements not
approved
by shareholders and 232,873 shares reserved for future
issuance
|
|
pursuant
to the 2004 Consultant Stock Plan, which was previously adopted by
the
Board to assist the Company in engaging individuals to provide consulting
services. The specific issuances are described below under “Individual
Equity Compensation Arrangements.” Pursuant to the rules of NYSE Arca, the
Company must obtain shareholder approval for all future issuances
of
equity compensation and will not issue any of the 232,873 remaining
shares
reserved for issuance under the 2004 Consultant Stock Plan without
obtaining prior shareholder
approval.
|
|
•
|
On
October 9, 2002, Den Demers received 25,000 B-2 warrants for consulting
services.
|
|
•
|
On
November 8, 2002, Lee Bodmer received 100,000 B-2 warrants for
construction services.
|
|
•
|
On
November 12, 2002, Jeff Clay received 25,000 B-2 warrants for consulting
services.
|
|
•
|
On
March 5, 2003, International Broadcasting Corp. received 25,000 warrants
for consulting services.
|
|
•
|
On
March 12, 2003, Joe Mercier received 25,000 B-2 warrants for consulting
services.
|
|
•
|
On
March 13, 2003, Stan Elbaum received 5,000 B-2 warrants for marketing
services.
|
|
•
|
On
June 6, 2003, J. Brooks received 5,000 B-2 warrants for consulting
services.
|
|
•
|
On
September 15, 2003, John Wong received 10,000 B-2 warrants for consulting
services.
|
|
•
|
On
September 17, 2003, Wolfgang Hans Zieber received 7,000 B-2 warrants
for
contracting services.
|
|
•
|
On
September 17, 2003, Robert Lee Zieber II received 7,000 B-2 warrants
for
contracting services.
|
|
•
|
On
December 12, 2003, Jeff Banks received 50,000 B-2 warrants for consulting
services.
|
|
•
|
On
December 30, 2003, Kevin Schneider received 25,000 B-2 warrants for
web
design services.
|
|
•
|
On
January 8, 2004, Evan Rapoport received 895,500 B-2 warrants for
consulting services.
|
|
•
|
On
January 23, 2004, Kevin Schneider received 25,000 B-2 warrants for
web
design services.
|
|
•
|
On
March 24, 2004, Mark Levin received 650,000 B-2 warrants for consulting
services.
|
|
•
|
On
May 11, 2004, Marlin Financial Group received 50,000 B-2 warrants
for
consulting services.
|
|
•
|
On
November 16, 2004, Matthias Heinze received 100,000 B-2 warrants
for
consulting services.
|
|
•
|
On
September 14, 2005, Ricardo Silva Machado received 500,000 B-2 warrants
for consulting services.
|
|
•
|
On
September 14, 2005, Max Scheder-Bieschin received 250,000 B-2 warrants
pursuant to his employment.
|
|
•
|
On
September 15, 2005, Marketing Productions received 150,000 B-2 warrants
for consulting services.
|
|
•
|
On
September 15, 2005, Ran Furman received 80,000 B-2 warrants as commission
payment.
|
|
•
|
On
September 15, 2005, Legend Merchant received 20,000 B-2 warrants
as
commission payment.
|
|
•
|
On
November 7, 2005, Jose Martin received 50,000 B-2 warrants for consulting
services.
|
|
•
|
On
December 2, 2003, Gary Starr received 150,000 K-2 warrants pursuant
to his
employment.
|
|
|
•
|
On
December 3, 2003, Steve Schneider received 150,000 K-2 warrants pursuant
to his employment.
|
|
|
•
|
On
April 12, 2004, Alex Campbell received 25,000 K-2 warrants pursuant
to his
employment.
|
|
|
•
|
On
April 12, 2004, Fernando Cancela received 25,000 K-2 warrants pursuant
to
his employment.
|
|
|
•
|
On
April 21, 2004, Sunshine 511 Holdings received 1,000,000 K-2 warrants
for
consulting services.
|
|
|
•
|
On
June 23, 2004, Peter Richard received 100,000 K-2 warrants pursuant
to his
employment.
|
|
|
•
|
On
August 30, 2004, Renay Cude received 200,104 K-2 warrants pursuant
to her
employment.
|
|
|
•
|
On
August 30, 2004, Steve Schneider received 200,104 K-2 warrants pursuant
to
his employment.
|
|
|
•
|
On
August 30, 2004, Peter Richard received 50,000 K-2 warrants pursuant
to
his employment.
|
|
|
•
|
On
August 30, 2004, William Hartman received 50,000 K-2 warrants pursuant
to
his employment.
|
|
|
•
|
On
October 1, 2004, Christina Diaz received 50,000 K-2 warrants pursuant
to
her employment.
|
|
|
•
|
On
November 8, 2004, William Mitchell received 50,000 K-2 warrants pursuant
to his employment.
|
|
|
•
|
On
November 16, 2004, Steve Schneider received 514,652 K-2 warrants
pursuant
to his employment.
|
•
|
On
November 16, 2004, Gary Starr received 514,652 K-2 warrants pursuant
to
his employment.
|
|
|
•
|
On
November 16, 2004, Renay Cude received 514,652 K-2 warrants pursuant
to
her employment.
|
|
•
|
On
June 7, 2005, Steve Schneider received 316,898 K-2 warrants pursuant
to
his employment.
|
|
•
|
On
June 7, 2005, Gary Starr received 316,898 K-2 warrants pursuant to
his
employment.
|
|
•
|
On
June 7, 2005, Renay Cude received 316,898 K-2 warrants pursuant to
her
employment.
|
|
•
|
On
June 7, 2005, William Hartman received 500,000 K-2 warrants pursuant
to
his employment.
|
|
•
|
On
September 20, 2005, Allan Browne received 165,000 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Edward A. Woods received 165,000 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Benjamin D. Scheibe received 60,000 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Peter W. Ross received 105,000 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Robert B. Broadbelt received 37,500 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Sylvia P. Lardiere received 37,500 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Miles Feldman received 30,000 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Eric George received 127,500 $1.50 warrants as
attorneys’ fees.
|
|
•
|
On
September 20, 2005, Michael A. Bowse received 22,500 $1.50 warrants
as
attorneys’ fees.
|
|
•
|
On
October 21, 2005, Thomas Graver received 75,000 $1.50 warrants for
consulting services.
|
|
•
|
On
October 26, 2004, Virginia Medeiros received 50,000 $2.50 warrants
for
public relations services.
|
|
•
|
On
February 15, 2005, Mark Groussman received 30,000 $2.50 warrants
as
commission payment.
|
Name
and Address
|
|
Shares Beneficially Owned
|
|
Percentage of Class
|
|
|
|
|
|
Beneficial
Owners of More than 5%:
|
|
|
|
|
Sunshine
511 Holdings (1)
|
|
3,000,000
|
|
8.0%
|
101
N. Clematis Street, Suite 511
West
Palm Beach, Florida 33401
|
|
|
|
|
|
|
|
|
|
Daka
Development Ltd. (2)
|
|
3,007,055
|
|
8.2%
|
8/F
Leroy Plaza, Unit C
15
Cheung Shun Street
Chung
Sha Wan Kin, Hong Kong
|
|
|
|
|
|
|
|
|
|
Fusion
Capital Fund II, LLC (3)
|
|
2,500,750
|
|
6.8%
|
222
Merchandise Mart Plaza, Suite 9-112
Chicago,
IL 60654
|
|
|
|
|
|
|
|
|
|
Jeffrey
G. Banks (4)
|
|
4,522,993
|
|
12.2%
|
1314
Sunny Hills Road
Oakland,
CA 94610
|
|
|
|
|
|
|
|
|
|
Phi-Nest
Fund, LP (5)
|
|
2,593,162
|
|
7.5%
|
2385
Executive Drive, Suite 100
Boca
Raton, Florida 33431
|
|
|
|
|
|
|
|
|
|
Current
Directors, Nominees and Named
Executive
Officers:
|
|
|
|
|
Steven
Schneider (6)
|
|
15,480,845
|
|
32.9%
|
|
|
|
|
|
Gary
Starr (7)
|
|
6,540,472
|
|
16.3%
|
|
|
|
|
|
William
Hartman (8)
|
|
696,389
|
|
2.0%
|
|
|
|
|
|
Renay
Cude (9)
|
|
1,645,651
|
|
4.6%
|
|
|
|
|
|
Max
Scheder-Bieschin (10)
|
|
344,167
|
|
1.0%
|
|
|
|
|
|
Guy
Fieri (11)
|
|
93,482
|
|
*
|
|
|
|
|
|
Mark
Haywood
|
|
200,500
|
|
*
|
|
|
|
|
|
Matthias
Heinze (12)
|
|
250,000
|
|
*
|
|
|
|
|
|
Louis
Auletta (13)
|
|
50,004
|
|
*
|
|
|
|
|
|
All
Directors and Executive Officers as a group (9 persons)
|
|
25,301,338
|
|
45.6%
|
*
|
Less
than 1%.
|
(1)
|
Represents
3,000,000 warrants to purchase common stock. The managing partner
is
Andrew Schneider, a cousin of ZAP’s CEO. The address for Sunshine 511
Holdings is 101 N. Clematis Street, Suite 511, West Palm Beach, FL
33401.
|
(2)
|
Includes
2,352,056 warrants to purchase common stock. The managing partner
is
Raymond Chow. The address for Daka Development is Unit C 8/F Leroy
Plaza,
15 Cheung Shun Street, Chung Sha Wan Kin, Hong Kong.
|
(3)
|
Represents
2,500,750 warrants to purchase common stock. Pursuant to the terms
of the
warrant, Fusion Capital is not entitled to exercise the warrants
to the
extent such exercise would cause the aggregate number of shares of
common
stock beneficially owned by Fusion Capital to exceed 9.9% of the
outstanding shares of the common stock following such exercise. Steve
Martin is the managing partner. The address for Fusion Capital is
222
Merchandise Mart Plaza, Suite 9-112, Chicago, IL 60654.
|
(4)
|
Includes
2,550,000 warrants to purchase common stock.
|
(5)
|
In
December 2004, the Company issued 2.9 million shares of common stock
as
collateral for a $1 million loan. The loan agreement was subsequently
amended allowing Phi-Nest to purchase and sell 500,000 shares of
common
stock for $1.16 per share. On March 30, 2006, the Company received
$500,000 as partial payment from the sale. The collateral was reduced
to
2.4 million shares and the loan is still pending. The address for
Phi-Nest
Fund, L.P. is 2385 Executive Drive, Suite 100, Boca Raton, FL 33431.
Mr.
Howard Deverett is the Fund Manager.
|
(6)
|
Includes
11,636,454 shares of common stock issuable upon the exercise of various
warrants and 919,391 shares of stock issuable upon the exercise of
stock
options.
|
(7)
|
Includes
4,601,085 shares of common stock issuable upon the exercise of various
warrants and 1,036,058 shares of stock issuable upon the exercise
of stock
options.
|
(8)
|
Includes
570,000 shares of common stock issuable upon the exercise of various
warrants and 101,389 shares of stock issuable upon the exercise of
stock
options.
|
(9)
|
Includes
1,031,654 shares of common stock issuable upon the exercise of various
warrants and 558,632 shares of stock issuable upon the exercise of
stock
options.
|
(10)
|
Includes
250,000 shares of common stock issuable upon the exercise of various
warrants and 79,167 shares of stock issuable upon the exercise of
stock
options.
|
(11)
|
Includes
56,944 shares of common stock issuable upon the exercise of stock
options.
|
(12)
|
Includes
100,000 shares of common stock issuable upon the exercise of warrants
and
150,000 shares of stock issuable upon the exercise of stock
options.
|
(13)
|
Includes
25,000 shares of common stock issuable upon the exercise of stock
options.
|
|
•
|
Guy
Fieri failed to timely file. The Form 3 was filed on March 15,
2006.
|
|
•
|
Louis
Auletta failed to timely file. The Form 3 was filed on March 24,
2006.
|
|
•
|
Matthias
Heinze failed to timely file. The Form 3 was filed on January 30,
2006.
|
|
•
|
Renay
Cude failed to timely file. The Form 3 was filed on November 29,
2005.
|
|
•
|
Bill
Hartman failed to timely file. The Form 3 was filed on January 27,
2006.
|
|
•
|
Max
Scheder-Bieschin failed to timely file. The Form 3 was filed on October
26, 2005.
|
|
•
|
Mark
Haywood failed to timely file. The Form 3 was filed on March 7,
2006.
|
•
|
Guy
Fieri failed to file a Form 4 for three transactions with a net increase
of 25,000 shares and 100,000 options. These transactions were filed
on a
Form 3 on March 15, 2006.
|
|
•
|
Louis
Auletta failed to file a Form 4 for two transactions with a net increase
of 25,000 shares of common stock and 25,000 options. These transactions
were filed on a Form 3 on March 24, 2006.
|
|
•
|
Gary
Starr failed to file a Form 4 for six transactions with a net increase
of
301,898 warrants and 316,898 options and a net decrease of 110,000
shares
of common stock. These transactions were filed on a Form 4 on
March 14, 2006.
|
|
•
|
Steve
Schneider failed to file a Form 4 for nine transactions with a net
decrease of 153,302 warrants and a net increase of 316,898 options.
These
transactions were filed on a Form 4 on March 24,
2006.
|
|
•
|
Renay
Cude failed to file a Form 4 for ten transactions with a net increase
of
1,118,250 options, 55,365 shares of common stock and 1,031,654 warrants.
The earliest of these transactions date back to 2002. These
transactions were filed on a Form 3, a Form 4 and two Form 5s on
November 29, 2005.
|
|
•
|
Bill
Hartman failed to file a Form 4 for thirteen transactions with a
net
increase of 57,666 shares of common stock, 300,000 options and 580,000
warrants. The earliest of these transactions date back to 2001. These
transactions were filed on a Form 3 on January 27,
2006.
|
|
1.
The Corporation shall be authorized to issue 100,000,000 shares of
Common Stock. Each share of Common Stock shall entitle the holder
thereof
to one (1) vote on each matter submitted to a vote of the stockholders.
|
|
|
|
Upon
the filing of this Certificate of Amendment to the Amended and Restated
Certificate of Incorporation with the Office of the Secretary of
State,
shares of Common Stock held by each holder of record on such date
shall be
automatically combined at the rate of [one-for-four or one-for-six]
without any further action on the part of the holders thereof or
this
Corporation. No fractional shares shall be issued. All fractional
shares
owned by each holder of record will be aggregated and to the extent,
after
aggregating all fractional shares, any registered holder is entitled
to a
fraction of a share, he shall be entitled to receive one whole share
in
respect of such fraction of a
share.
|
Reverse
Stock Split Ratio for Issued and Reserved Common
Stock
|
|
1:4
|
|
|
1:6
|
|
|||
Number
of Shares of Common Stock Issued and Outstanding After Reverse Stock
Split
|
|
8,613,654
|
5,742,436
|
|
|||||
Total
Number of Shares of Common Stock Issued and Outstanding A Percent
of
Authorized Shares After Reverse Stock Split
|
|
8.61
|
%
|
5.74
|
%
|
|
•
|
every
4 or 6 shares of our common stock owned by a shareholder, depending
on the
ratio adopted by the Board of Directors, will automatically be changed
into and become one new share of our common stock;
|
|
||
|
•
|
increase
the proportion of unissued authorized shares to issued
shares;
|
|
•
|
proportionate
adjustments will be made to the conversion rate of any outstanding
preferred stock;
|
|
||
|
•
|
proportionate
adjustments will be made to the per share exercise price and the
number of
shares issuable upon the exercise of all outstanding options and
warrants
entitling the holders thereof to purchase shares of our common stock,
which will result in approximately the same aggregate price being
required
to be paid for such options or warrants upon exercise of such options
or
warrants immediately preceding the reverse stock split;
and
|
|
||
|
•
|
the
number of shares reserved for issuance under our existing stock option
plans and employee stock purchase plans will be reduced proportionately
based on the reverse stock split
ratio.
|
•
|
On
June 27, 2005, David Swope received 1,166 shares of common stock
for
consulting services.
|
•
|
On
June 30, 2005 Nimish Patel received 27,105 shares of common stock
for
legal fees.
|
•
|
On
June 30, 2005, Videobrite received 941 shares of common stock for
corporate videos.
|
•
|
On
June 30, 2005, Damien Peters received 1,481 shares of common stock
for
advertising.
|
•
|
On
July 8, 2005, James Brennan received 5,000 shares of common stock
as a
finder’s fee for rental property.
|
•
|
On
July 8, 2005, Lee Zieber received 38,361 shares of common stock for
janitorial services.
|
•
|
On
July 19, 2005, Nimish Patel received 28,720 shares of common stock
for
legal fees.
|
•
|
On
August 5, 2005, Jay Henrickson received 9,259 shares of common stock
for
legal fees.
|
•
|
On
August 5, 2005, Steve Hale received 1,389 shares of common stock
as
compensation for employment.
|
•
|
On
August 17, 2005, 3rd
Millenium Energy received 6,637 shares of common stock for contracting
services.
|
•
|
On
August 19, 2005, Balwinder Samra received 18,018 shares of common
stock
for consulting services.
|
•
|
On
August 19, 2005, Jackson Long received 4,505 shares of common stock
for
legal fees.
|
•
|
On
August 23, 2005, Schellinger Construction received 11,429 shares
of common
stock as payment for an apartment
lease.
|
•
|
On
August 30, 2005, X Test, Inc. received 4,464 shares of common stock
for
contracting services.
|
•
|
On
September 14, 2005, Max Scheder-Bieschin received 15,000 shares of
common
stock as compensation for
employment.
|
•
|
On
September 15, 2005, Ran Furman received 16,171 shares of common stock
as
commission payment.
|
•
|
On
September 15, 2005, Legend Merchant received 4,043 shares of common
stock
as commission payment.
|
•
|
On
September 15, 2005, SKY Properties received 35,000 shares of common
stock
for consulting services.
|
•
|
On
September 27, 2005, Glenn Martinez received 8,772 shares of common
stock
for design services.
|
•
|
On
October 13, 2005, Brian Hall received 1,075 shares of common stock
as
payment for work performed on ZAP
cars.
|
•
|
On
October 13, 2005, Shangdong Jindalu received 26,881 shares of common
stock
for development work.
|
•
|
On
October 21, 2005, Closed Circuit System received 31,875 shares of
common
stock for maintenance services.
|
•
|
On
October 27, 2005, Schellinger Construction received 31,230 shares
of
common stock as a delinquency payment on a
lease.
|
•
|
On
October 27, 2005, Gary Howard received 61,728 shares of common stock
for
repair and design work on ZAP cars.
|
•
|
On
October 28, 2005, Alan Weiner received 61,728 shares of common stock
for
marketing services.
|
•
|
On
November 3, 2005, Robert Roseman received 14,321 shares of common
stock as
consideration for the purchase of office
equipment.
|
•
|
On
November 3, 2005, Lee Zieber received 4,938 shares of common stock
for
construction services.
|
•
|
On
November 9, 2005, Mark Beck received 5,625 shares of common stock
as
consideration for the purchase of a Ford
Think.
|
•
|
On
November 14, 2005, John Morgan received 6,667 shares of common stock
for
marketing services.
|
•
|
On
November 14, 2005, Shawn Dawson received 3,333 shares of common stock
for
landscaping services.
|
•
|
On
November 15, 2005, Daka Development received 192,613 shares of common
stock in consideration for the purchase of
inventory.
|
•
|
On
November 28, 2005, Denise Kilker received 100,000 shares of common
stock
for printing services.
|
•
|
On
November 28, 2005, Frank Schellinger received 66,579 shares of common
stock for consulting services.
|
•
|
On
September 14, 2005, Ricardo Silva Machado received 500,000 B-2 warrants
pursuant to a consulting agreement whereby Mr. Machado will design,
facilitate, source and manufacture high efficient automobiles for
the
Company through September 15th
2009.
|
•
|
On
September 14, 2005, Max Scheder-Bieschin received 250,000 B-2 warrants
pursuant to his engagement as Executive Vice President of ZAP, which
commenced October 14, 2005.
|
•
|
On
September 15, 2005, Marketing Productions received 150,000 B-2 warrants
for consulting services.
|
•
|
On
September 15, 2005, Ran Furman received 80,000 B-2 warrants as commission
payment.
|
•
|
On
September 15, 2005, Legend Merchant received 20,000 B-2 warrants
as
commission payment.
|
•
|
On
November 7, 2005, Jose Martin received 50,000 B-2 warrants for consulting
services.
|
•
|
On
September 20, 2005, 750,000 $1.50 warrants were issued to various
attorneys at the law firm of Browne Woods & George LLP as compensation
for their representation of the Company in its suit against Daimler
Chrysler AG alleging that Daimler-Chrysler has engaged in a series
of
anti-competitive tactics aimed at defaming the Company.
|
•
|
On
October 21, 2005, 75,000 $1.50 warrants were issued to Thomas Graver
for
consulting services.
|
PROPOSAL
NO. 6
|
|
RATIFICATION
OF INDEPENDENT PUBLIC ACCOUNTING
FIRM
|
|
|
2005
|
|
2004
|
Audit
fees:1
|
|
$230,000
|
|
$225,000
|
|
|
|
|
|
Audit-related
fees:
2
|
|
-
|
|
-
|
|
|
|
|
|
Tax
fees:3
|
|
-
|
|
-
|
|
|
|
|
|
All
other fees:4
|
|
-
|
|
-
|
Total
|
|
$230,000
|
|
$225,000
|
(1)
|
Audit
fees include fees invoiced for the audit of the Company's annual
financial
statements and the quarterly reviews of these statements, as well
as fees
for consultation regarding accounting issues and their impact on
or
presentation in the Company's financial statements.
|
(2)
|
This
category includes fees billed for assurance and related services
that are
reasonably related to the performance of the audits or reviews of
the
financial statements and are not reported under “Audit Fees,” and
generally consist of fees for due diligence in connection with
acquisitions, accounting consultation and audits of employee benefit
plans.
|
(3)
|
This
category includes fees billed for professional services rendered
by the
independent auditors for tax compliance, tax planning and tax
advice.
|
(4)
|
The
Company generally does not engage Odenberg, Ullakko, Muranishi & Co.
LLP for “other” services.
|
By Order of the Board of Directors
|
|
|
|
|
|
Renay Cude
|
|
Corporate Secretary
|
|
|
|
Santa Rosa, California
|
1.
|
Discuss
as appropriate with senior financial management and independent
accountants the significant assumptions, estimates, and judgments
used in
the preparation of the consolidated financial statements.
|
2.
|
Review
and discuss with management, ZAP’s quarterly financial statement
submission on form 10-Q, prior to release to the SEC. Review the
financial
section of the ZAP’s Annual Report on form 10-K, prior to release to
shareholders and filing with the SEC. Anticipated recommendation
to the
Board that the audited financial statements be included in the Company’s
Annual Report on form 10-K. Review with senior management and independent
accountants the accounting principles as applied, their quality,
and
significant assumptions, estimates, and judgments used in preparation
of
the consolidated financial statements, including reviewing the company’s
specific
|
disclosures under “Management Discussion and Analysis of Financial Condition and Results of Operations.” |
3.
|
Discuss
with management earnings press releases, as well as financial information
and earnings guidance provided to analysts and rating agencies.
|
4.
|
Review
any significant changes in accounting principles or developments
in
accounting practices and the effects of these changes upon the Company’s
financial reporting.
|
5.
|
Review
the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures (if any exists), on the financial statements
of the Company.
|
6.
|
Review
analyses prepared by management and/or the independent auditor setting
forth significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods on the financial
statements.
|
7.
|
Select
the independent accountants and approve all related fees and compensation.
Review selection with the Board. Oversee the work of the independent
accountant, including resolution of any disagreements between the
Company
and the independent accountant regarding financial reporting.
|
8.
|
On
an annual basis, review the audit and non-audit fees and services
provided
by the independent accountant. Approve the Company’s proxy disclosure with
respect to such fees and approve for the coming year the fees to
be paid
to the independent accounting including non-audit
services.
|
9.
|
Verification
of the independent accountant’s actual independence and annual review of
the independent accountant’s report of the relationships between the
independent accountant and the company. Discuss any relationships
or
services that may impact their objectivity and independence. Review
the
firm’s internal quality control procedures and any material issues that
spring there from. In addition, review any inquiry by regulatory
authorities regarding independent accounting by the firm. Recommend
to the
Board any appropriate actions in response to these reports.
|
10.
|
Review
with the independent accountant any audit problems or difficulties
and
management’s response. Conduct private reassessment sessions at least
annually with the independent accountant.
|
11.
|
Assess
the effectiveness of the independent accountant audit. Review the
scope of
the independent accountant’s proposed audit for the current year and
review the annual audit report which is subsequently produced.
|
12.
|
Assess
the effectiveness of the internal audit effort through regular meetings
conducted separately with the independent accountant and internal
auditors
(or other personnel responsible for the internal audit function).
|
13.
|
Review
with the internal auditors (or other personnel responsible for the
internal audit function) the adequacy of the system of internal controls
and the responsiveness of management in correcting audit-related
deficiencies.
|
14.
|
Discuss
policies regarding risk assessment and risk
management.
|
15.
|
Review
the implementation of the Business Conduct Guidelines and management’s
system to monitor compliance with the
Guidelines.
|
16.
|
Ensure
compliance with the process of hiring employees of the independent
accountant into significant Company
positions.
|
17.
|
Oversee
the adequacy of internal controls and procedures related to Officers’
expense accounts.
|
18.
|
Review
litigation issues and any other risks or exposures as deemed appropriate
by the Committee.
|
19.
|
Following
each meeting, report on the proceedings of the Committee to the full
Board.
|
20.
|
Reassess
the performance of the Committee annually, including the adequacy
Committee’s charter.
|
21.
|
Conduct
an annual performance evaluation of the
Committee.
|
22.
|
Meet
periodically in executive session to discuss the Company’s financial
results as reported in the Quarterly and Annual Reports and hold
other
executive sessions as necessary, including a session for the annual
evaluation of the Committee’s own
performance.
|
23.
|
Obtain
advice and assistance from outside legal, accounting or other advisors
as
required to assist in the executive of Committee responsibilities.
As
necessary, conduct or authorize independent reviews.
|
24.
|
Maintain
procedures for the receipt, retention, and treatment of complaints
received by the Company regarding accounting, internal accounting
controls, or auditing matters; and for the confidential, anonymous
submission by employees of the Company of concerns regarding questionable
accounting or auditing matters.
|
25.
|
The
Committee shall have the sole authority to review and approve all
related
party transactions.
|
EXHIBIT
B
|
|
ZAP
|
2006
INCENTIVE STOCK PLAN
|
PROXY
|
ZAP
|
501
Fourth Street, Santa Rosa, California 95401
|
|
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
|
FOR
|
AGAINST
|
ABSTAIN
|
|||||
1.
|
ELECTION
OF NOMINEES LISTED BELOW:
|
|
|
|
|||
A.
|
LOUIS
AULETTA
|
o
|
o
|
o
|
|||
|
|||||||
B.
|
RENAY
CUDE
|
o
|
o
|
o
|
|||
|
|||||||
C.
|
STEVEN
SCHNEIDER
|
o
|
o
|
o
|
|||
|
|||||||
D.
|
GARY
STARR
|
o
|
o
|
o
|
|||
|
|||||||
E.
|
GUY
FIERI
|
o
|
o
|
o
|
|||
|
|||||||
F.
|
MATTHIAS
HEINZE
|
o
|
o
|
o
|
|||
|
|||||||
G.
|
MARK
HAYWOOD
|
o
|
o
|
o
|
|||
|
|||||||
2.
|
AUTHORIZATION
FOR THE BOARD TO
EFFECT
A REVERSE STOCK SPLIT
|
o
|
o
|
o
|
|||
|
|||||||
3.
|
AUTHORIZATION
FOR THE BOARD TO INCREASE THE AUTHORIZED SHARES OF COMMON
STOCK
|
o
|
o
|
o
|
|||
|
|||||||
4.
|
APPROVAL
OF PRIOR EQUITY COMPENSATION ISSUANCES
|
o
|
o
|
o
|
|||
5.
|
APPROVAL
OF THE COMPANY’S 2006
INCENTIVE
STOCK PLAN
|
o
|
o
|
o
|
|||
6.
|
RATIFICATION
OF SELECTION OF
ODENBERG,
ULLAKKO, MURANISHI & CO. LLP
AS
OUR INDEPENDENT ACCOUNTANTS
|
o
|
o
|
o
|