ZAP Form 8-K dated August 30, 2006
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):  August 30, 2006
                                
                                       
ZAP
(Exact name of Registrant as specified in its charter)
 

California
            
001-32534
                      
94-3210624
(State or other jurisdiction of
incorporation or organization)
           
Commission File Number
                       
IRS Employer
Identification Number
          
501 Fourth Street
Santa Rosa, CA
                                        
95401
(Address of principal executive offices)
                                        
(Zip Code)

(707) 525-8658
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Section 1. Registrant’s Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement

On August 30, 2006, ZAP and Smart Automobile LLC entered into an amendment agreement (the “Amendment”) canceling the license provided for in an Exclusive Purchase, License and Supply Agreement dated April 19, 2004 (the “Agreement”) and amending the consideration to be paid pursuant to the Agreement. The Agreement provided ZAP with the exclusive distribution rights and license to manufacture in the United States Smart Cars imported by Smart Automobile LLC. The parties agreed to amend the Agreement due to Daimler Chrysler’s announcement that they will be distributing Smart Cars in the United States, depleting the value of the license to ZAP. The parties agreed that the Amendment does not affect: (i) ZAP’s ability to purchase Smart Cars from Smart Automobile, (ii) the exclusive distribution relationship between Smart Automobile and ZAP provided for in the Agreement and certain other agreements entered into subsequent to the Agreement, or (iii) the transfer of DOT rights provided for in a July 14, 2006 agreement entered into between the parties. In connection with the Amendment, ZAP has agreed that should Smart Automobile be successful in obtaining more Smart Cars for ZAP, ZAP will grant Smart Automobile a warrant for the purchase of 50,000 shares of common stock at $1.75 per share for every 100 Smart Cars delivered.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 99.1 hereto, and is incorporated into this report by reference.

Section 9.  Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits

     
(d)   Exhibits
 
 
 
 
 
Exhibit
Number
    
Exhibit Title or Description 
 
99.1
 
Amendment Agreement dated August 30, 2006 between ZAP and Smart Automobile LLC



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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
   
                
  
   
                
  
Date: September 6, 2006
                
By:  /s/ Steven M. Schneider
                   
  
Steven M. Schneider
                   
  
Chief Executive Officer
 
          
  


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ZAP
EXHIBIT INDEX

   
Exhibit
Number
    
Exhibit Title or Description
 
99.1
 
Amendment Agreement dated August 30, 2006 between ZAP and Smart Automobile LLC
 
 
 
 
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