Attached files
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| EX-99.1 - AUDITED FINANCIAL STATEMENTS AND REPORT THEREON LISTED IN ITEM 9.01(A) - ZAP | exh99-1_17086.htm |
| EX-23.1 - AUDITORS CONSENT - ZAP | exh23-1_17086.htm |
| EX-99.2 - UNAUDITED PRO FORMA FINANCIAL INFORMATION LISTED IN ITEM 9.01(B) - ZAP | exh99-2_17086.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 8, 2011 (January 25, 2011)
ZAP
(Exact name of Registrant as specified in its charter)
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California
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0-303000
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94-3210624
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(State or other jurisdiction of
incorporation or organization)
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Commission File Number
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IRS Employer
Identification Number
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501 Fourth Street
Santa Rosa, CA
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95401
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 2 Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
The Company finalized the acquisition of 51% of Zhejiang Jonway Automobile Co. Ltd. of Sanmen, Zhejiang China (“Jonway”) pursuant to the Equity Transfer Agreement entered into between the Company and Jonway Group Co., Ltd., dated July 2, 2010 (the “Transfer Agreement”), with the payment by the Company of US$19 million in cash on January 21, 2011, which in addition to the US$11 million the Company paid under the Transfer Agreement in October of 2010, amounted to a total payment of US$30 million (the “Transaction”). In April 2011, the Company paid additional consideration of $2.0 million in the form of shares to finalize the currency exchange for the Transaction, resulting in a final purchase price of US$32.0 million. The Company funded the purchase price of the Transaction through a Senior Secured Convertible Note and Warrant Purchase Agreement (the “Agreement”) with China Electric Vehicle Corporation (“CEVC”), a British Virgin Island company whose sole shareholder is Cathaya Capital, L.P.
Pursuant to the Agreement, (i) CEVC purchased from the Company a Senior Secured Convertible Note (the “Note”) in the principal amount of US$19 million, (ii) the Company issued to CEVC a warrant (the “Warrant”) exercisable for two years for the purchase up to 20,000,000 shares of the Company’s Common Stock at $0.50 per share, subject to adjustments as set forth therein, (iii) the Company, certain investors and CEVC entered into an Amended and Restated Voting Agreement that amended and restated that certain Voting Agreement, dated as of August 6, 2009, (iv) the Company, certain investors and CEVC entered into an Amended and Restated Registration Rights Agreement that amended and restated that certain Registration Rights Agreement, dated as of August 6, 2009, which grants certain registration rights relating to the Note and the Warrant, and (v) the Company and CEVC entered into a Security Agreement that secures the Note with all of the Company’s assets other than those assets specifically excluded from the lien created by the Security Agreement.
The purpose of this Amendment No. 1 to the Current Report on Form 8-K is to file the financial statements and the pro forma financial information required by Item 9.01 hereunder
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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The following financial statements of Jonway are attached as Exhibit 99.1 of this Report and are incorporated by reference herein:
Audited financial statements:
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Report of Independent Registered Public Accounting Firm
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Balance Sheets as of December 31, 2010 and 2009
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Statements of Operations and Comprehensive Income for the years ended December 31, 2010 and 2009
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Statements of Changes in Shareholder’s Equity for the years ended December 31, 2010 and 2009
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Statements of Cash Flows for the years ended December 31, 2010 and 2009
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Notes to Financial Statements
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(b) Pro Forma Financial Information.
The following unaudited pro forma financial information is attached as Exhibit 99.2 of this Report and is incorporated by reference herein:
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Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2010
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Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2010
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Notes to Pro Forma Condensed Combined Financial Statements
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(d)Exhibits
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| 23.1 | Consent of Independent Auditors, Grant Thornton | |
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99.1
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Audited Financial Statements and Report Thereon listed in Item 9.01(a)
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99.2
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Unaudited Pro Forma Financial Information listed in Item 9.01(b)
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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.
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ZAP
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Dated: April 8, 2011
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By:
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/s/ Steven M. Schneider | |
| Steven M. Schneider | |||
| Chief Executive Officer | |||
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