WWW.EXFILE.COM, INC. -- 15066 -- ZAP -- FORM S-8
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
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ZAP
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(Exact
name of registrant as specified in its
charter)
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California
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94-3210624
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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501
Fourth Street
Santa
Rosa, California
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95401
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(Address
of principal executive offices)
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(Zip
Code)
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Amended
and Restated 2006 Incentive Stock Plan
2007
Consultant Stock Plan
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(Full
title of the plan)
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Steven
M.
Schneider, Chief Executive Officer
501
Fourth Street
Santa
Rosa, California 95401
(707)
525-8658
copies
to:
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Mark
Y. Abdou, Esq.
Richardson
& Patel LLP
10900
Wilshire Boulevard, Suite 500
Los
Angeles, California 90024
(310)
208-1182
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(Name
and address and telephone of agent for service)
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities to be registered
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Amount
to be registered
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Proposed
maximum offering price per share (1)
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Proposed
maximum aggregate offering price(1)
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Amount
of registration fee
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Common
Stock
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30,000,000
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$
1.11
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$
33,300,000
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$
1,022.31
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(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.
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
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4.1 |
Amended
and Restated 2006 Incentive Stock
Plan
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4.2 |
2007
Consultant Stock Plan
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5.1 |
Opinion
and Consent from Richardson & Patel
LLP
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23.1 |
Consent
of Odenberg, Ullakko, Muranishi & Co.
LLP
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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.
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.
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ZAP |
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By: |
/s/ Steven
M.
Schneider |
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Steven
M. Schneider |
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Chief
Executive Officer
April
11, 2007
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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.
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| /s/ William
Hartman |
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/s/ Steven
M.
Scheider |
William
Hartman |
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Steven
M. Scheider |
Chief
Financial Officer
(Principal Accounting and Financial
Officer)
April 11, 2007 |
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Chief
Executive
Officer (Principal
Executive Officer) and Director
April 11,
2007 |
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| /s/ Gary
Starr |
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Gary
Starr |
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Chairman
of the
Board
April 11, 2007
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| /s/ Renay
Cude |
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Renay
Cude |
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Secretary
and
Director
April
11, 2007
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