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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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o (Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Title of Securities
To Be Registered
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Amount
To Be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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||||
Common Stock, no par value (2)
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30,000,000 (2)
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$0.42 (3)
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$12,600,000 (3)
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$1,419.63 (3)(4)
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of ZAP (the “Registrant”) that become issuable under the Registrant’s Amended and Restated 2008 Equity Compensation Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
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(2)
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Represents shares of common stock which have become available for issuance under the Plan as a result of an amendment approved by the Board of Directors of the Registrant on April 26, 2011 and by the shareholders at the Registrant’s Annual Meeting of Shareholders held on June 20, 2011, increasing the number of shares authorized for issuance thereunder to an aggregate of 40,000,000 shares.
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(3)
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Calculated solely for the purposes of this offering under Rule 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the OTC Bulletin Board on September 6, 2011.
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(4)
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Pursuant to Rule 429 and Rule 457(p) under the Securities Act, this Registration Statement includes 10,000,000 shares of common stock issuable under the 2008 Equity Compensation Plan, previously registered by the Registrant on its Registration Statement on Form S-8 (File No. 333-157954) filed with the Securities and Exchange Commission (the “Commission”) on March 13, 2009. In connection with such previously registered shares, the Registrant paid a registration fee of $43.23, which has been offset from the registration fee of this Registration Statement.
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Incorporated by Reference
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||||||||||||
Exhibit
Number
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Exhibit Description
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Form |
File No.
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Attachment |
Filing Date
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Filed
Herewith
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||||||
5.1
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Opinion and Consent of Hogan Lovells US LLP.
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X
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10.1
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Amended and Restated 2008 Equity Compensation Plan.
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DEF 14A
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001-32534
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Appendix C
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May 6, 2011
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23.1
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Consent of Friedman LLP, Independent Registered Public Accounting Firm.
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X
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23.2
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
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X
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24.1
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Power of Attorney (see signature page hereto).
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X
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ZAP
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By:
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/s/ Steven Schneider | ||
Steven Schneider
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Co-Chief Executive Officer and Secretary
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Signature
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Title
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Date
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/s/ Steven Schneider
Steven Schneider |
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Co-Chief Executive Officer, Secretary and Director
(Co-Principal Executive Officer)
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September 8, 2011
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/s/ Alex Wang
Alex Wang |
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Co-Chief Executive Officer and Director
(Co-Principal Financial Officer)
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September 8, 2011
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/s/ Benjamin Zhu
Benjamin Zhu |
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Chief Financial Officer
(Principal Financial Officer)
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September 8, 2011
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/s/ Pricilla M. Lu
Priscilla M. Lu |
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Chairman and Director
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September 8, 2011
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/s/ Mark Abdou
Mark Abdou |
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Director
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September 8, 2011
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/s/ Goman Chong
Goman Chong |
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Director
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September 8, 2011
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/s/ Georges Penalver
Georges Penalver |
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Director
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September 8, 2011
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/s/ Patrick Sevian
Patrick Sevian |
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Director
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September 8, 2011
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Incorporated by Reference
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||||||||||||
Exhibit
Number
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Exhibit Description
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Form |
File No.
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Attachment |
Filing Date
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Filed
Herewith
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||||||
5.1
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Opinion and Consent of Hogan Lovells US LLP.
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|
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X
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||||
10.1
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Amended and Restated 2008 Equity Compensation Plan.
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DEF 14A
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001-32534
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Appendix C
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May 6, 2011
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|||||||
23.1
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Consent of Friedman LLP, Independent Registered Public Accounting Firm.
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X
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23.2
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
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X
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24.1
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Power of Attorney (see signature page hereto).
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X
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