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EX-3.1 - ARTICLES OF INCORPORATION - ZAPexh3-1_17147.htm
EX-10.1 - SETTLEMENT AGREEMENT - ZAPexh10-1_17147.htm


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):  June 20, 2011




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)
 
 
(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:

o
 
Written communications pursuant to Rule 425 under 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-14(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

ZAP and its Co-Chief Executive Officer Steven Schneider entered into an Amended and Restated Settlement Agreement and Release with Peter Scholl, a former member of ZAP’s board of directors, on June 20, 2011 (the “Agreement”) pursuant to which ZAP and Mr. Scholl resolved any and all disagreements related to compensation owed to Mr. Scholl in connection with his service as a member of ZAP’s board of directors.  Pursuant to the Agreement, ZAP agreed to accelerate the vesting of Mr. Scholl’s option to purchase 114,000 shares of ZAP common stock and extend its term for a year from the date of the Agreement.  Pursuant to the Agreement, ZAP also agreed to pay Mr. Scholl an aggregate of $56,500, payable in installments, with the final payment to be paid on August 15, 2011.  Pursuant to the Agreement, Mr. Schneider also agreed to transfer warrants to purchase 300,000 shares of ZAP common stock at an exercise price of $0.91 per share to Mr. Scholl within 14 days of the date of the Agreement.  In exchange, Mr. Scholl agreed to a general release of claims against ZAP.  A copy of the Agreement is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

 
Section 5 
Corporate Governance and Management
 
Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
ZAP amended its Amended and Restated Articles of Corporation on June 23, 2011 to increase the authorized shares of Common Stock to 800,000,000.   A copy of the amendment is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

Item 5.07   Submission of Matters to a Vote of Security Holders.
 
 
The Annual Meeting of Shareholders (the “Meeting”) of ZAP was held on June 20, 2011. At the Meeting, the shareholders voted on the following five proposals and cast their votes as follows, approving all proposals:
 
Proposal 1:
To elect seven members of ZAP’s Board of Directors:
 
Nominee  
For
   
Withheld
 
Broker Non-Votes
Priscilla Marilyn Lu
  
118,443,885
   
321,704
  
67,816,716
Alex Wang
  
118,375,825
  
 
389,764
  
67,816,716
Steven Schneider
  
118,258,896
  
 
506,693
  
67,816,716
Georges Penalver
  
118,397,322
  
 
368,267
  
67,816,716
Goman Chong
  
118,026,417
  
 
739,172
  
67,816,716
Patrick Sevian
  
118,091,534
  
 
674,055
  
67,816,716
Mark Abdou
  
118,243,556
  
 
522,033
  
67,816,716
 
 
Proposal 2:
To ratify the appointment of Friedman LLP as ZAP’s independent registered public accounting firm for the fiscal year ending December 31, 2011:
 
 
For
 
 
Against
 
 
Abstained
 
 
Broker Non-Votes
185,423,954
 
510,826
 
657,525
 
0
 
 
Proposal 3:
To authorize the amendment of ZAP’s Articles of Incorporation to effect a reverse stock split within a range of between four to one and eight to one shares, with the ultimate ratio to be selected by our Board of Directors:
 
 
For
 
 
Against
 
 
Abstained
 
 
Broker Non-Votes
178,531,735
 
7,614,815
 
435,755
 
0
 
 
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Proposal 4:
To authorize the amendment of ZAP’s Articles of Incorporation to increase the authorized shares of Common Stock from 400,000,000 to 800,000,000 shares:
 
 
For
 
 
Against
 
 
Abstained
 
 
Broker Non-Votes
178,606,208
 
7,544,097
 
432,000
 
0
 
 
Proposal 5:
To approve the amended and restated 2008 Equity Compensation Plan which, among other things, increases the shares of Common Stock available for issuance pursuant to such Plan to a total of 40,000,000 shares of Common Stock:
 
 
For
 
 
Against
 
 
Abstained
 
 
Broker Non-Votes
117,155,262
 
1,432,258
 
178,069
 
67,816,716

 

 
Section 9 
Financial Statements and Exhibits
 
Item 9.01  Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit                  Description
 
3.1 
Amendment to ZAP’s Amended and Restated Articles of Incorporation, filed June 23, 2011.
 
10.1
Amended and Restated Settlement Agreement and Release entered into between ZAP and Steven Schneider, and Peter Scholl, dated as of June 20, 2011.
 
 
 
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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
 
     
     
     
     
       
Dated:    June 23, 2011
By:
/s/ Steven M. Schneider  
    Steven M. Schneider  
   
Co-Chief Executive Officer and Secretary
 
       
 
 
 
 
 
 
 
 
 
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