-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gm62Zi/BLqSaJa3LRMFx+T+Z+wlHG/SgCTzbEDwIxnVQs/KDZZXZIXMToAwg8Ugq ++9l5382MUg8UHmcsvCb5A== 0001072613-04-002020.txt : 20041105 0001072613-04-002020.hdr.sgml : 20041105 20041105143353 ACCESSION NUMBER: 0001072613-04-002020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041105 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041105 DATE AS OF CHANGE: 20041105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZAP CENTRAL INDEX KEY: 0001024628 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 943210624 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30300 FILM NUMBER: 041122323 BUSINESS ADDRESS: STREET 1: 501 FOURTH STREET CITY: SANTA ROSA STATE: CA ZIP: 95401 BUSINESS PHONE: 7075258658 MAIL ADDRESS: STREET 1: 501 FOURTH STREET CITY: SANTA ROSA STATE: CA ZIP: 95401 FORMER COMPANY: FORMER CONFORMED NAME: ZAPWORLD COM DATE OF NAME CHANGE: 19990715 FORMER COMPANY: FORMER CONFORMED NAME: ZAP POWER SYSTEMS INC DATE OF NAME CHANGE: 19970319 8-K 1 form8-k_13046.txt ZAP FORM 8-K DATED NOVEMBER 5, 2004 ================================================================================ 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) November 5, 2004 ZAP ------------------------------------------------------ (Exact name of Registrant as specified in its charter) CALIFORNIA 0-303000 94-3210624 - ---------------------------- ----------- ---------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 501 FOURTH STREET SANTA ROSA, CA, 95401 ---------------------------------------- (Address of principal executive offices) (707) 525-8658 Registrant's telephone number, including area code - -------------------------------------------------------------------------------- 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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 7.01 Regulation FD Disclosure The Board of Directors extended the expiration date of the Company's Series C warrants and Series C-2 restricted warrants by one year to July 1, 2005 at an exercise price of $5.00 per warrant. In October, 2004 the Company filed with the Secretary of State of California to Amend and Restate the Articles of Incorporation to fix rights and conditions of the Preferred Stock. The Company filed a Schedule 14C Information with the Securities and Exchange Commission which details the specific amendments. Item 8.01 Other Events. On October 25, 2004 , ZAP signed a Definitive Stock Agreement with Smart-Automobile, LLC. The conversion agreement outlines the formula for converting the $8 million of ZAP Preferred Stock into Common Stock based upon certain performance objectives. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. -------- Exhibit No. Description ------------------------------------ 99.1 Press Release dated November 5, 2004 99.2 Conversion Agreement dated October 25, 2004 with Smart-Automobile,LLC 2 SIGNATURE 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, thereunto duly authorized. November 5, 2004 ZAP BY: /s/ Steven Schneider ------------------------------ Steven M. Schneider, Chief Executive Officer 3 EX-99.1 2 exh99-1_13046.txt PRESS RELEASE DATED NOVEMBER 5, 2004 EXHIBIT 99.1 ------------ ZAP SIGNS DEFINITIVE STOCK AGREEMENT FOR SMART CAR SANTA ROSA, California (November 5, 2004) - Advanced automotive technology Company ZAP (OTC BB:ZAPZ) announced today that it has signed a stock conversion agreement with Smart-Automobile, LLC for the $8 million in preferred stock that were issued in conjunction with the April 2004 $10 million distribution agreement. This agreement outlines the formula for converting the $8 million of ZAP Preferred Shares into ZAP Common Stock by Smart-Automobile based upon certain performance objectives. The Company has also filed with the Secretary of State of California to Amend and Restate its Articles of Incorporation to fix the rights and conditions of Preferred Stock. ZAP and Smart-Automobile are preparing to launch marketing and distribution for the car in the U.S. pending federal approval. ZAP has a near-term goal of 150 dealer outlets by early 2005 and is planning its first public display for the cars at the San Francisco International Auto Show, open to consumers November 21-28 at The Moscone Center in downtown San Francisco. Smart-Automobiles LLC is an independent, privately-held company that oversees the direct importation and modification of automobiles to meet U.S. standards. ABOUT ZAP ZAP has been a world leader in cleaner transportation technologies since 1994, celebrating its tenth year in business. The Company has delivered more than 85,000 vehicles to customers in more than 60 countries. A public company, ZAP is traded on the Over-the-Counter stock exchange under the symbol ZAPZ. The company offers a variety of advanced technology vehicles, including cars, bicycles, scooters, motorbikes, underwater scooters and more. For more information, visit http://www.zapworld.com or call 707-525-8658. Forward-looking statements in this release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including, without limitation, continued acceptance of the Company's products, increased levels of competition for the Company, new products and technological changes, the Company's dependence upon third-party suppliers, intellectual property rights, and other risks detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission. # # # Media Contact: Alex Campbell, (707) 525-8658 x 241, acampbell@zapworld.com ----------------------- Investor Relations: Steven Kim, (707) 525-8658 x 298, skim@zapworld.com ----------------- EX-99.2 3 exh99-2_13046.txt CONVERSION AGREEMENT EXHIBIT 99.2 ------------ Conversion Agreement October 25, 2004 It was agreed in the Exclusive Purchase, License and Supply Agreement of April 19, 2004, that the terms of a more detailed common agreement would be completed by the parties, ZAP and Smart Automobile, LLC. It is agreed that the Smart Automobile, LLC will turn in their original Preferred shares and receive $8 million of new Preferred Shares with the designation of SA. Each preferred share has a value of $1,000. These preferred shares will convert to ZAP Common Shares under the following formula: For every 1,000 Smart vehicles delivered to ZAP in the years, 2004,2005 and 2006 which are fully compliant to sell in the United States as new cars, will allow the holder of 500 shares of preferred stock SA to convert to $500,000 of common stock, and allow the holder to receive 505,000 warrants with an exercise price of $2.50 per share exercisable through 2006, or when all the preferred have been converted. Upon EPA compliance, and the legal right to sell the first 98 vehicles currently in inventory, the holder can convert 500 preferred shares to $500,000 of common stock immediately. It is also agreed to appoint Thomas Heidemann and Matthias Heinze to the ZAP Advisory Board. Agreed, /s/ Steven Schneider /s/ Thomas Heidmann - -------------------------- -------------------------- ZAP Smart-Automobile, LLC CEO President Steven Schneider Thomas Heidemann -----END PRIVACY-ENHANCED MESSAGE-----