8-K

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 17, 2009

ZAP

(Exact name of Registrant as specified in its charter)

California	0-303000	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:

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 Material Definitive Agreement

On August 17, 2009, the Company entered into a Memorandum of Understanding (MOU) with ETI Tech Corporation Berhad to utilize their ETI Tech Battery together with the Battery Management System in ZAP’s current and future electric vehicles. If no definitive agreement is signed with 90 days, the MOU will be considered to lapse and expire.

It is also the intention of ZAP and ETI Tech to embark on a Joint Cooperation whereby ZAP will distribute ZAP Electric vehicles produced by ETI Tech or ETI Tech identified partner(s) in Malaysia and will be the manufacturing partner, supplier, and or distributor for the Middle East through Al Yousuf Group. This group is also a major investor in ZAP, whose President is also a director of ZAP.

Section 9.01 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits	Description
10.1	Memorandum of Understanding for Proposed Manufacturing and Distribution Agreement in Malaysia with ZAP, Dated August 17, 2009.
99.1	Press Release Dated August 19, 2009

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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:   August 20, 2009	By:	/s/ Steven M. Schneider
		Chief Executive Officer

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EX-10.1

EXHIBIT 10.1

Memorandum of Understanding for Proposed Manufacturing

and Distribution Agreement in Malaysia with ZAP

CONFIDENTIAL AND PROPRIETARY INFORMATION

Binding MEMORANDUM OF UNDERSTANDING for proposed Manufacturing

and Distribution Agreement in Malaysia with ZAP

August 17, 2009

The following is a Memorandum of Understanding with respect to a proposed transaction between ZAP (“ZAP”), a California incorporated company, with headquarters at Santa Rosa, California and ETI Tech Corporation Berhad (“ETI Tech” or “the Company”), headquartered in Kulim, Kedah Darul Aman, Malaysia.

This Memorandum of Understanding is intended to provide a framework for final contract agreement regarding ZAP’s proposed Manufacturing and Distribution Agreement with ETI Tech (“the Transaction”) and is meant to be binding while final contract agreement is being completed. Accordingly, all terms under “Fees and Expenses”, “Confidentiality” and “Governing Law”, are binding while the companies enter into definitive agreements regarding the subject matter of this Memorandum of Understanding.

Parties	ZAP (“ZAP”), headquartered at 501 4th Street Santa Rosa CA 95401 USA, was founded in 1994 and listed on NYSE in 2006. ZAP is a leading global distributor of alternative fuel technology vehicles with more than 50 dealers in the US and its vehicles distributed in over 75 countries. ETI Tech Corporation Berhad (“ETI Tech” or “the Company”), headquartered at Lot No. 12, Industrial Zone Phase II, Kulim Hi-Tech Park, 09000 Kulim, Kedah Darul Aman, Malaysia and listed on the ACE Market (formerly the MESDAQ Market of Bursa Malaysia), is principally involved in the research and development and commercialization of Polymer Lithium Ion (“PLI”) batteries. This Memorandum of Understanding represents the agreement and understanding between ZAP and ETI Tech.
Confidentiality	This Memorandum of Understanding, the contents hereof and the parties’ discussions related hereto shall be kept confidential unless otherwise agreed by both parties for press purposes.
Deal Consideration	1. Zap agreed to incorporate ETI Tech Battery together with the Battery Management System (“BMS”) for its current and future electric vehicle products in the following order: a.Zappy b.Zapino c.ATV d.Others to be defined 2. Zap will appoint ETI Tech or ETI Tech identified partner(s) to design and produce the above electric vehicle products and incorporate ETI Tech Battery together with the BMS into the said products. 3. It is the intention of ZAP and ETI Tech to embark on a Joint Cooperation whereby ZAP will distribute ZAP Electric vehicles produced by ETI Tech or ETI Tech identified partner(s) in Malaysia and will be the manufacturing partner, supplier, and or distributor for the Middle East through Al Yousuf Group. 4. Zap will license ETI Tech to develop the “Alias” model of the electric car and will appoint ETI Tech as its distributor for Malaysia and Middle East with the cooperation of Al Yousuf Group.
Fees and Expenses	Each party will separately bear its own expenses, in­cluding the fees and disbursements of counsel, investment bankers and accountants incurred in connection with the transaction contem­plated herein.
Representations and Warranties	Customary representations and warranties for a transaction of this kind with full disclosure of any contractual obligations Zap or the Company has, as well as all subsidiaries, joint ventures or other such agreements that are signed, pending or outstanding, that would require Zap or the Company to deliver products, designs or perform services in the past, present or in the future.
Covenants	Customary pre-closing covenants to ensure that during the period between signing and closing the Company and ZAP will continue to operate its business in the ordinary course, maintaining full confidentiality of this until mutual parties agree to disclose the ready to execute contractual agreement for this Transaction.
Principal Conditions	Conditions to closing would include, among other things:
	·Any required ZAP and the Company’s shareholder approvals for the transaction.
	·Necessary legal regulatory approvals if any, applicable to the Company or ZAP
Timing	Time is of the essence.  Completion of the definitive agreement, if entered into, is anticipated to be no more than ninety (“90”) days from the date of this Memorandum of Understanding.
Expiration Date	If no definitive agreement is presented by ZAP to ETI Tech on or before 5:00pm, ninety (“90”) days from signing this Memorandum of Understanding, Pacific Standard Time, this Memorandum of Understanding shall be considered to lapse and expire without further action unless otherwise extended through mutual documented consent, save and except the provisions under “Fees and Expenses”, “Confidentiality” and “Governing Law”.
Governing Law	This Memorandum of Understanding shall be governed and construed in accordance with the laws of the California

This Memorandum of Understanding has been executed by the undersigned as of the date first written above.

ZAP
/s/ Steven Schneider	08/17/09
By: Steven Schneider	Date
Title:  CEO

ETI Tech Corporation Berhad
/s/ Dennis Chuah	08/17/09
By: Dennis Chuah	Date
Title:  Director

EX-99.1

EXHIBIT 99.1

Press Release dated August 19, 2009

FOR IMMEDIATE RELEASE

ZAP and ETI Tech of Malaysia Sign Binding MOU for Electric Vehicle Joint Venture

SANTA ROSA, California and KULIM, Malaysia (August 19, 2009) – U.S. electric vehicle pioneer ZAP (OTC BB: ZAAP) and Malaysia’s home grown green technology company, ETI Tech Corporation Berhad (listed on ACE Market of Bursa Malaysia: 0118.KL; ETITECH), jointly announced today their intention to form a manufacturing and distribution joint venture.

ZAP and ETI Tech have signed a binding Memorandum of Understanding (MOU) for the supply of ETI Tech batteries and battery management systems (BMS) for ZAP personal transportation electric vehicles. The two companies have also agreed to joint manufacturing and distribution and expect to execute a definitive agreement within ninety days from the date of signing the MOU.

Under the MOU, ZAP shall provide its personal transportation vehicle line to ETI Tech in Malaysia for the integration of its battery and BMS technology. Well known for its high standard of quality, ETI Tech is entrusted by ZAP to be responsible for the manufacturing and quality assurance of the completed electric vehicles before distribution. ZAP has further agreed to appoint ETI Tech as the distributor of ZAP electric vehicles in Malaysia and other international markets to be determined by the two companies.  ETI Tech retains the rights to assign another distributor on behalf of ZAP in Malaysia, but will remain the supplier to the venture.

“ETI Tech is a maker of high quality electronics that are complimentary to the strategy ZAP is taking in the market. Not only will this help expand and improve our manufacturing capacity, it opens new markets for ZAP,” said CEO Steve Schneider. “We look forward to scaling up production over time to include larger, conventional electric cars and trucks.”

Schneider intends to travel to China later this week for discussions with a manufacturer of high quality lithium batteries to secure for the new venture with ETI Tech.

“It is a marvelous occasion and a great opportunity for ETI Tech to be able to work hand-in-glove with a prestigious alternative fuel technology vehicle company such as ZAP,” said ETI Tech Executive Director Dennis Chuah.  “This joint venture with ZAP marks a new era for ETI Tech and puts ETI Tech on the Green Technology World Map. We are honoured and proud to say that ETI Tech’s undying effort is finally recognized after one and a half years of commitment in the R&D of electric vehicles. With a concerted effort from both ETI Tech and ZAP, we will be able to expedite the commercialization of our new range of electric vehicles as planned.”

For more news and information on ZAP, visit www.IRGnews.com/coi/ZAAP where you can find the CEO's video, a fact sheet on the company, investor presentation, and more.

About ZAP:

Headquartered in Santa Rosa, California, ZAP is a leading global distributor of alternative fuel technology vehicles with more than 50 U.S. dealers in the U.S. and vehicles shipped to over 75 countries. ZAP has been a leader in electric transportation since 1994, delivering over one hundred thousand vehicles. ZAP manufactures a line of electric vehicles, including electric city-cars and trucks, motorcycles, scooters, and ATVs. ZAP sells some of the only electric city-speed cars, trucks and vans in production today and is developing a freeway capable electric vehicle called the ZAP Alias. For further information, visit http://www.zapworld.com.

About ETI Tech:

ETI Tech of Kulim, Kedah Darul Aman, Malaysia is principally involved in the research & development (R&D), design and marketing of BMS for rechargeable energy storage solutions. The company focuses on the software and circuitry design which combined the Polymer Lithium-ion (“PLi”) cells in series / parallel form to produce higher power output to be drawn from the battery pack. The battery pack is suitable for mobile heavy electronic product application such as electric vehicles. ETI Tech, being the pioneer, leader and believer in green energy in Malaysia, has embarked and ventured into the emerging growth market in green technologies. To date, ETI Tech’s BMS R&D team has successfully developed and tested a PLi-based battery system that could economically replace lead acid-based batteries currently used in a number of commercially available electric vehicles, while meeting or exceeding industry benchmarks for speed, range, reliability and recharging efficiency. For further information, visit http://www.etitech.com.my/

Forward-Looking Statement

This press release contains forward-looking statements. 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.

Contact:

ZAP

Investor Relations Group

212-825-3210

Investor Relations

Rachel Olson or Michael Crawford

Media Relations

Laura Colontrelle

ETI Tech

Ms CH Tan

Tel No.: +6012 470 1151

E-mail: info@etitech.com.my