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): September 2, 2010

ZBB Energy Corporation

      (Exact name of registrant as specified in charter)

Wisconsin	001-33540	39-1987014
(State or other jurisdiction of incorporation)	(Commission   file number)	(IRS Employer Identification Number)

N93 W14475 Whittaker Way, Menomonee Falls, Wisconsin	53051
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:    (262) 253-9800   

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 the 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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item  2.03   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in “Item 8.01 – Other Events” is incorporated herein by reference.

Item  8.01.  Other Events.

On September 2, 2010, ZBB Energy Corporation (“we,” “us,” “our” or the “Company”) delivered the first tranche notice under its Amended and Restated Securities Purchase Agreement Socius CG II, Ltd. (the “Investor” or “Socius”) pursuant to which Socius will be required to purchase from the Company $517,168 of redeemable subordinated debentures.  The closing of the sale of debentures, which is subject to satisfaction of customary closing conditions, is anticipated to occur on September 20, 2010.  In connection with the tranche, (1) Socius will also be required to purchase 1,163,629 shares of common stock for a total purchase price of $698,177 and at a per share purchase price of $0.60 and (2) we will issue to Socius 490,196 shares of common stock in payment of the commitment fee payable by us to Socius in connection with the initial tranche under the securities purchase agreement. Socius may pay for the shares of common stock it purchases at its option, in cash or with a secured promissory note.

The shares of common stock being purchased by Socius are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was declared effective on May 13, 2009 (File No. 333-156941) (the “Registration Statement”).  Exhibits 5 and 23 are filed herewith in connection with the Registration Statement and are incorporated herein by reference.

Item  9.01.  Financial Statements and Exhibits.

Exhibits

The exhibits required to be filed as a part of this Current Report on Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.

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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.

	ZBB Energy Corporation
Date: September 2, 2010	By:	/s/ Eric C. Apfelbach
	Name: Eric C. Apfelbach
	Title:   President and CEO

EXHIBIT INDEX

Exhibit No.	Exhibit Description
5	Opinion of Godfrey & Kahn, S.C.

23 Consent of Godfrey & Kahn, S.C. (included as part of Exhibit 5)

EX-5

Exhibit 5

780 NORTH WATER STREET MILWAUKEE, WI 53202-3590 TEL 414-273-3500 FAX 414-273-5198 www.gklaw.com

September 2, 2010

ZBB Energy Corporation

N93 W14475 Whittaker Way

Menomonee Falls, WI 53051

RE: Registration Statement on Form S-3 Filed by ZBB Energy Corporation

Gentlemen:

We have acted as special counsel to ZBB Energy Corporation, a Wisconsin corporation (the “Company”), in connection with the issuance and sale by the Company of 1,653,825 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (“Common Stock”).  In accordance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, the Company has prepared and filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 (Registration No. 333-156941) (the “Registration Statement”), including a base prospectus (the “Base Prospectus”) and a prospectus supplement dated September 2, 2010 (the “Prospectus Supplement”) relating to the Shares.  The Shares will be issued and sold pursuant to the terms of an Amended and Restated Securities Purchase Agreement dated as of August 30, 2010 (the “Purchase Agreement”) between Socius CG II, Ltd. and the Company and a warrant which is subject to the terms of a Warrant to Purchase Common Stock (the “Common Stock Purchase Warrant”).

In our capacity as special counsel to the Company in connection with the registration of the Shares, we have examined: (i) the Registration Statement, the Base Prospectus and the Prospectus Supplement; (ii) the Company’s amended articles of incorporation and by-laws; (iii) certain resolutions of the Company’s board of directors; (iv) the Purchase Agreement; (v) the Common Stock Purchase Warrant; and (vi) such other proceedings, documents and records as we have deemed necessary or advisable for purposes of this opinion.

In our examination of such documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies.  As to all matters of fact, we have relied on the representations and warranties and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on.

OFFICES IN MILWAUKEE,MADISON,WAUKESHA,GREENBAY&APPLETON,WI; AND WASHINGTON,DC

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ZBB Energy Corporation

September 2, 2010

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Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized, and when issued and sold in accordance with the terms of the Purchase Agreement and the Common Stock Purchase Warrant, will be validly issued, fully paid and non-assessable.

The foregoing opinions are limited to the laws of the United States and the State of Wisconsin, including the statutory provisions, all applicable provisions of the Constitution of the State of Wisconsin and reported judicial decisions interpreting these laws, each as in effect as of the date of this opinion, and no opinion is expressed with respect to such laws as subsequently amended, or any other laws, or any effect that such amended or other laws may have on the opinion expressed herein.  The foregoing opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.  The foregoing opinion is given as of the date hereof, and we undertake no obligation to advise you of any changes in applicable laws after such date or of any facts that might change the opinion expressed herein that we may become aware of after such date.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Base Prospectus and the Prospectus  Supplement.  In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act, or within the category of persons whose consent is required to be given under Section 7 of the Securities Act.

Very truly yours,

/s/ Godfrey & Kahn, S.C.

GODFREY & KAHN, S.C.