ZAP – ‘DEF 14C’ for 11/15/04

On:  Monday, 11/15/04, at 9:34am ET   ·   Effective:  11/15/04   ·   For:  11/15/04   ·   Accession #:  1072613-4-2110   ·   File #:  0-30300

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Information Statement                       8     41K 

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DEF 14C
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================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the
 Securities Exchange Act of 1934

Check the appropriate box:                                                      

[_]  Preliminary Information Statement                                          

[_]  Confidential, for Use of the Commission Only (as permitted by Rule         
14c-5(d)(2))                                                          

[X]  Definitive Information Statement                                           

 ZAP
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(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee  (Check the appropriate box)                              

[X]  No fee required.                                                           

[_]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.      

1)   Title of each class of securities to which transaction applies:            

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2)   Aggregate number of securities to which transaction applies:               

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3)   Per unit price or other underlying value of transaction computed pursuant  
    to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):                          

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4)   Proposed maximum aggregate value of transaction:                           

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5)   Total fee paid:                                                            

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[_]  Fee paid previously with preliminary materials.                            

[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously. Identify the previous filing by registration statement number, or   
the Form or Schedule and the date of its filing.                                

1)   Amount Previously Paid:                                                    

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2)   Form, Schedule or Registration Statement No.:                              

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3)   Filing Party:                                                              

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4)   Date Filed:                                                                

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DEF 14C
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 INFORMATION STATEMENT
OF
 ZAP
 501 FOURTH STREET
SANTA ROSA, CALIFORNIA 95401

 WE ARE NOT ASKING YOU FOR A PROXY AND
 YOU ARE REQUESTED NOT TO SEND US A PROXY.

  This Information Statement is first being furnished on or about November
15, 2004 to the holders of record as of the close of business on September 30,  
2004 (referred to in this Information Statement as the "Record Date") of the    
common stock of ZAP (referred to in this Information Statement as "we", "us",   
"our" or "ZAP").                                                                

Our Board of Directors has approved, and a total of nine shareholders 
owning in the aggregate 13,068,474 shares of common stock outstanding as of the 
Record Date have consented in writing to, the action described below. Such      
approval and consent constitute the approval and consent of a majority of the   
total number of shares of outstanding common stock and are sufficient under the 
California General Corporations Laws (the "California Corporations Code") and   
our Bylaws to approve the action. Accordingly, the action will not be submitted 
to the other shareholders of ZAP for a vote. This Information Statement is being
furnished to shareholders to provide you with certain information concerning the
actions in accordance with the requirements of the Securities Exchange Act of   
1934 and the regulations promulgated thereunder, including Regulation 14C.      

The date of this Information Statement is November 15, 2004.          

 GENERAL

    We will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. We will reimburse       
brokerage firms and other custodians, nominees and fiduciaries for reasonable   
expenses incurred by them in sending this Information Statement to the          
beneficial owners of our common stock.                                          

 We will only deliver one Information Statement to multiple shareholders
sharing an address unless we have received contrary instructions from one or    
more of the shareholders. We will promptly deliver a separate copy of this      
Information Statement to a shareholder at a shared address to which a single    
copy of the document was delivered upon oral or written request to:             

 ZAP
 Attn: Secretary
501 Fourth Street Santa Rosa, California 95401
 Telephone No.: 707-525-8658

Shareholders may also address future requests for separate delivery of
Information Statements and/or annual reports by contacting us at the address    
listed above.                                                                   

INFORMATION ON CONSENTING SHAREHOLDERS

    Pursuant to our Bylaws and the California Corporations Code, a vote by the
holders of at least a majority of our outstanding common shares is required to  
effect the action described in this Information Statement. Each share of common 
stock is entitled to one vote. As of the Record Date, we had 25,251,430 voting  
shares of common stock issued and outstanding of which a majority of such shares
voting in favor of the action are required to pass the shareholder resolution   
for this action.                                                                

  Of the common stock outstanding and entitled to vote on the Record Date,
51.75% of such shares were voted in favor of the action.                        

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The following shareholders voted in favor of the action, pursuant to  
California Corporations Code Section 902, as follows:                           

--------------------------------------------------------------------------------
NAME OF COMMON              NUMBER OF COMMON SHARES            DATE OF WRITTEN  
--------------              -----------------------            ---------------  
SHAREHOLDER                 VOTED IN FAVOR OF THE ACTION       CONSENT          
-----------                 ----------------------------       -------          
Mercatus & Partners, Ltd.            2,941,176                 October 13, 2004 
Steven M. Schneider                  2,900,000                 October 8, 2004  
Jeff Banks                           2,700,000                 October 9, 2004  
Daka Development Ltd.                1,176,028                 October 14, 2004 
Gary Starr                           1,034,739                 October 8, 2004  
Ridgewood ZAP LLC                      705,136                 October 12, 2004 
Atocha Land LLC                        611,395                 October 22, 2004 
Fusion Capital Fund II, LP             500,000                 October 12, 2004 
Jeff Schneider                         500,000                 October 14, 2004 
------------------      
Total:  13,068,474      
--------------------------------------------------------------------------------

NOTICE TO SHAREHOLDERS OF ACTION
 APPROVED BY CONSENTING SHAREHOLDERS
THE ACTION                                                                      

   The Board of Directors of the company has determined to amend and restate
the company's Articles of Incorporation to vest in the Board of Directors the   
right to designate and determine the rights and preferences of any series of    
preferred stock the company may undertake to issue and sell in the future,      
without the necessity of obtaining shareholder approval. The Amended and        
Restated Articles of Incorporation (the "Amendment and Restatement"), which is  
the subject of this shareholder action, does not increase the number of shares  
of common stock or preferred stock available for issuance under the Articles of 
Incorporation as currently in effect. A copy of the Amendment and Restatement is
attached hereto for your reference.                                             

REASON FOR AMENDMENT AND RESTATEMENT                                            

    Our Board of Directors believes it is in the best interests of the company
to provide the Board the right from time to time to create, designate and       
determine the rights and privileges of one or more new series of preferred stock
of the company without the need to obtain further shareholder approvals. One or 
more new series of preferred stock may be created in connection with fund       
raising activities or contractual obligations of the company, or for issuances  
in any circumstance where our Board determines that the issuance of preferred   
shares benefits the company. Under the Articles of Incorporation as presently in
effect, the creation of any new series of preferred stock would require the     
approval of a majority of the outstanding shares of common stock of the company.
The necessity of a shareholder vote at an annual or special meeting in          
connection with the determination of a new series of preferred stock would, in  
the view of the Board of Directors, create unnecessary delays and costs, and    
inhibit the company's ability to act quickly in negotiating and closing on      
transactions involving a newly authorized series of preferred stock. Under the  
Amendment and Restatement, the Board of Directors can from time to time create, 
issue and sell one or more new series of preferred stock of the company without 
further shareholder action.                                                     

EFFECT OF THE PROPOSAL/ADVANTAGES AND DISADVANTAGES                             

    The Amendment and Restatement will permit our Board of Directors from time
to time to authorize and create the rights and preferences of one or more series
of preferred stock without the necessity and related costs and delays of either 
calling a special shareholders' meeting or waiting for the regularly scheduled  
annual meeting of shareholders in order to authorize and create such new series 
of preferred stock. Our Board believes that eliminating such costs and delays   
benefits the company in its ability to proceed quickly with opportunities       
connected with the issuance of preferred stock.                                 

     The Board of Directors may authorize, issue and sell one or more new series
of preferred stock that has rights and preferences superior to that of the      
common stock, or which could dilute the holdings of the common shareholders if  
the preferred stock is convertible into common stock. The Board would not       
require shareholder approval to create such superior rights and preferences.    

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SECTION 903 OF THE CALIFORNIA CORPORATIONS CODE                                 

    Section 903 of the California Corporations Code permits the amendment of a
corporation's articles of incorporation to allow for an amendment or restatement
of the articles of incorporation so long as the holders of at least a majority  
of the issued and outstanding shares entitled to vote on the action, approve the
action. In this instance, the shareholders entitled to vote are the common      
shareholders. A majority of such shareholders voted in favor of the action.     

EFFECTIVE DATE                                                                  

  The Amended and Restated Articles of Incorporation will become effective
upon the filing of the Amended and Restated Articles of Incorporation with the  
California Secretary of State. Under federal securities laws, we cannot file the
Restated Articles of Incorporation until at least 20 days after mailing this    
Information Statement.                                                          

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth selected information regarding the     
beneficial ownership of the company's common stock computed as of September 30, 
2004, by: each of our "Named Executive Officers"; each of our directors; each   
person known to us to own beneficially more than 5% of any class of our         
securities; and the group comprised of our current directors and executive      
officers. The term "named executive officer" includes the Chief Executive       
Officer and the Chief Financial Officer. We believe that each individual or     
entity named has sole investment and voting power with respect to shares of     
common stock indicated as beneficially owned by them, subject to community      
property laws where applicable, and except where otherwise noted. Unless        
otherwise indicated, the address of each shareholder is 501 Fourth Street, Santa
Rosa, California 95401. Beneficial ownership including the number and percentage
of shares owned is determined in accordance with Rule 13d-3 and 13d-5 under the 
Securities Exchange Act of 1934 (the "Exchange Act") and is generally determined
by voting power and/or investment power with respect to securities.             

                                              COMMON STOCK
                                              (VOTING)
   NAME AND ADDRESS OF BENEFICIAL OWNERS,       --------------------------------
DIRECTORS AND NAMED EXECUTIVE OFFICERS          AMOUNT             %      
--------------------------------------------------------------------------------
Steven M. Schneider (1)                          14,781,214         39.8%       
Chief Executive Officer and Director                                            

Gary Starr (2)                                    5,185,081         17.6%       
Chairman of the Board                                                           

Renay Cude                                          343,758             *       
Secretary and Director                                                          

William R. Hartman                                  232,669             *       
Chief Financial Officer                                                         

Louis Auletta                                        27,950             *       
Director                                                                        

Guy Fieri                                            15,730             *       
Director                                                                        

Daka Development Ltd. (3)                         4,970,470         17.3%       

Fusion Capital Fund II, LLC (4)                   3,000,000         11.9%       

Jeff Banks (5)                                    3,200,000         12.6%       

Ridgewood ZAP LLC (6)                             2,704,287          9.9%       

Mercatus & Partners, Ltd (7)                      2,941,176         11.6%       

Directors and Executive Officers,                                               
as a group (6 members)                         20,586,402         57.6%     
_______________                                                                 
(1)  Includes 11,670,104 shares of common stock issuable upon the exercise of   
 various warrants and 211,110 shares of stock upon the exercise of stock
options.                                                              
(2)  Includes 3,817,535 shares of common stock issuable upon the exercise of    
 various warrants and 327,778 shares of stock upon the exercise of stock
options.                                                              
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(3)  The address for Daka Development is Unit C 8/F Leroy Plaza, 15 Cheung Shun 
Street, Chung Sha Wan Kin, Hong Kong.                                 
(4)  Includes 2,500,000 warrants to purchase common stock at an average exercise
    of $3.70 per share, expiring on or about November 1, 2009. Pursuant to the
terms of the warrant, Fusion Capital is not entitled to exercise the  
  warrants to the extent such exercise would cause the aggregate number of
   shares of common stock beneficially owned by the Fusion Capital to exceed
     9.9% of the outstanding shares of the common stock following such exercise.
    The address for Fusion Capital is 222 Merchandise Mart Plaza, Suite 9-112,
Chicago, IL 60654.                                                    
(5)  Jeffrey and Karen Banks are Trustees of the Banks Living Trust, and        
exercise voting and disposition power over these shares.              
(6)  Includes 1,989,000 shares of common stock issuable upon the exercise of    
  certain warrants. Robert Swanson exercises voting and investment control
   over Ridgewood ZAP LLC. The address for Ridgewood ZAP LLC, is 947 Linwood
Avenue, Ridgewood, New Jersey, 07450.                                 
(7)  Stock was provided as collateral for a working capital loan, which did not 
  fund. In December 2003, the shareholder reported to the Company that the
     stock certificates were lost which has been reported to the transfer agent.
  The stock certificates have not been cancelled as of September 30, 2004.
    Dwight Parscale exercises voting and investment control over these shares.
The address for Mercatus & Partners is 188 Green Lane, Northwood,     
Middlesex, United Kingdom.                                            

INTERESTS OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE MATTERS TO BE ACTED UPON

No director, executive officer, or any associate thereof, or any other
person has any interest, direct or indirect, by security holdings or otherwise, 
in the Amended and Restated Certificate of Incorporation referenced herein which
is not shared by the majority of the shareholders of the company.               

 AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act and must file reports, proxy statements and other information with the      
Securities and Exchange Commission. The reports, information statements and     
other information we file with the Commission can be inspected and copied at the
Commission Public Reference Room, 450 Fifth Street, N.W. Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by     
calling the SEC at (800) SEC-0330. The Commission also maintains a Web site     
(http://www.sec.gov) that contains reports, proxy, and information statements   
and other information regarding registrants, like us, which file electronically 
with the Commission.                                                            

 SIGNATURE

   Pursuant to the requirements of the Exchange Act of 1934, as amended, the
Registrant has duly caused this Information Statement to be signed on its behalf
by the undersigned hereunto authorized.                                         

By Order of the Board of Directors                                              

/s/  Steven M. Schneider                                                        
------------------------                                                        
Steven M. Schneider,                                                            
Chief Executive Officer                                                         

November 15, 2004                                                               
Santa Rosa, California                                                          

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ATTACHMENT 1

RESOLUTIONS APPROVED ON SEPTEMBER 28, 2004

BOARD OF DIRECTORS

  RESOLVED, that the Corporation be and hereby is authorized to create two
 classes of Stock as follows: Common Stock and Preferred Stock; that the
    Corporation shall have authority to authorize and issue 100,000,000 shares
    of Common Stock, entitling the holder of such stock to one vote per share;
    and the Corporation shall have authority to authorize and issue 50,000,000
     shares of Preferred Stock which may be divided and issued from time to time
    in one or more series pursuant to a resolution or resolutions of the Board
of Directors providing for such issue (authority to do so being hereby
     expressly vested in the Board of Directors); that the Board of Directors is
  further authorized, subject to limitations prescribed by law, to fix the
designations, determinations, powers, preferences and rights, and the 
     qualifications, limitations or restrictions thereof, of any wholly unissued
     series of Preferred Stock, including without limitation authority to fix by
  resolution or resolutions the dividend rights, dividend rate, conversion
    rights, voting rights, rights and terms of redemption, redemption price or
   prices, and liquidation preferences of any such series, and the number of
   shares constituting any such series and the designation and determination
  thereof, or any of the foregoing; that the Board of Directors is further
     authorized to increase (but not above the total number of authorized shares
   of the class) or decrease (but not below the number of shares of any such
series then outstanding) the number of shares of any series previously
     designated, the number of which was fixed by it, subsequent to the issuance
of shares of such series then outstanding, subject to the powers,     
preferences and rights, and the qualifications, limitations and       
    restrictions thereof stated in the Articles of Incorporation as amended or
  the resolution of the Board of Directors originally fixing the number of
shares of such series.                                                

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ATTACHMENT 2

 VOTE OF THE SHAREHOLDERS BY WRITTEN CONSENT

  WHEREAS, it is deemed to be in the best interests of the Corporation and
     its Shareholders that the Articles of Incorporation be amended and restated
follows:                                                              
"ARTICLE I: NAME

The name of the corporation is ZAP.                                   

 ARTICLE II: PURPOSE

   The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the California Corporations Code 
other than, the banking business, the trust company business, or the practice of
a profession permitted to be incorporated by the California Corporations Code.  

ARTICLE III: AUTHORIZATION OF SHARES

The Corporation shall have authority to issue shares as follows:      

   1.   Common Stock. The Corporation may issue 100,000,000 shares of Common
Stock. Each share of Common Stock shall entitle the holder thereof to one (1)   
vote on each matter submitted to a vote of the shareholders.                    

2.   Preferred Stock. The Corporation may issue 50,000,000 shares of  
Preferred Stock, which may be divided and issued from time to time in one or    
more series pursuant to a resolution or resolutions of the Board of Directors   
providing for such issue (authority to do so being hereby expressly vested in   
the Board of Directors). The Board of Directors is further authorized, subject  
to limitations prescribed by law, to fix the designations, determinations,      
powers, preferences and rights, and the qualifications, limitations or          
restrictions thereof, of any wholly unissued series of Preferred Stock,         
including without limitation authority to fix by resolution or resolutions the  
dividend rights, dividend rate, conversion rights, voting rights, rights and    
terms of redemption, redemption price or prices, and liquidation preferences of 
any such series, and the number of shares constituting any such series and the  
designation thereof, or any of the foregoing.                                   

     The Board of Directors is further authorized to increase (but not above the
total number of authorized shares of the class) or decrease (but not below the  
number of shares of any such series then outstanding) the number of shares of   
any series previously designated, the number of which was fixed by it,          
subsequent to the issuance of shares of such series then outstanding, subject to
the powers, preferences and rights, and the qualifications, limitations and     
restrictions thereof stated in the Articles of Incorporation or the resolution  
of the Board of Directors originally fixing the number of shares of such series.

ARTICLE IV: BYLAWS

  The Board of Directors of the corporation shall have the power to adopt,
amend or repeal Bylaws of the corporation.                                      

ARTICLE V: ELECTION OF DIRECTORS

     Election of directors need not be by written ballot unless required by law.

ARTICLE VI: LIABILITY OF DIRECTORS

    (A)  Limitation of Directors' Liability. The liability of the directors of
the Corporation for monetary damages shall be eliminated to the fullest extent  
permissible under California law.                                               

    (B)  Indemnification of Corporate Agents. The Corporation is authorized to
provide indemnification of agents (as defined in Section 317 of the California  
Corporations Code) to the fullest extent permissible under California law.      

     (C)  Repeal or Modification. Any amendment or repeal or modification of the
foregoing provisions of this Article VI by the shareholders of the Corporation  
shall not adversely affect any right or protection of a director of the         
Corporation existing at the time of such repeal or modification."               

  NOW, THEREFORE BE IT VOTED, that the foregoing amendment and restatement
text is hereby approved, adopted and ratified in its entirety.        

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ATTACHMENT 3

 The Articles of Incorporation, as amended, of this corporation shall be
amended and restated in full as follows:                                        

 ARTICLE I: NAME

The name of the corporation is ZAP.                                   

 ARTICLE II: PURPOSE

   The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of   
California other than, the banking business, the trust company business, or the 
practice of a profession permitted to be incorporated by the California         
Corporations Code.                                                              

ARTICLE III: AUTHORIZATION OF SHARES

The Corporation shall have authority to issue shares as follows:      

   1.   Common Stock. The Corporation may issue 100,000,000 shares of Common
Stock. Each share of Common Stock shall entitle the holder thereof to one (1)   
vote on each matter submitted to a vote of the stockholders.                    

2.   Preferred Stock. The Corporation may issue 50,000,000 shares of  
Preferred Stock, which may be divided and issued from time to time in one or    
more series pursuant to a resolution or resolutions of the Board of Directors   
providing for such issue (authority to do so being hereby expressly vested in   
the Board of Directors). The Board of Directors is further authorized, subject  
to limitations prescribed by law, to fix the designations, determinations,      
powers, preferences and rights, and the qualifications, limitations or          
restrictions thereof, of any wholly unissued series of Preferred Stock,         
including without limitation authority to fix by resolution or resolutions the  
dividend rights, dividend rate, conversion rights, voting rights, rights and    
terms of redemption, redemption price or prices, and liquidation preferences of 
any such series, and the number of shares constituting any such series and the  
designation thereof, or any of the foregoing.                                   

     The Board of Directors is further authorized to increase (but not above the
total number of authorized shares of the class) or decrease (but not below the  
number of shares of any such series then outstanding) the number of shares of   
any series previously designated, the number of which was fixed by it,          
subsequent to the issuance of shares of such series then outstanding, subject to
the powers, preferences and rights, and the qualifications, limitations and     
restrictions thereof stated in the Articles of Incorporation or the resolution  
of the Board of Directors originally fixing the number of shares of such series.

ARTICLE IV: BYLAWS

  The Board of Directors of the corporation shall have the power to adopt,
amend or repeal Bylaws of the corporation.                                      

ARTICLE V: ELECTION OF DIRECTORS

     Election of directors need not be by written ballot unless required by law.

ARTICLE VI: LIABILITY OF DIRECTORS

    (A)  Limitation of Directors' Liability. The liability of the directors of
the Corporation for monetary damages shall be eliminated to the fullest extent  
permissible under California law.                                               

    (B)  Indemnification of Corporate Agents. The Corporation is authorized to
provide indemnification of agents (as defined in Section 317 of the California  
Corporations Code) to the fullest extent permissible under California law.      

     (C)  Repeal or Modification. Any amendment or repeal or modification of the
foregoing provisions of this Article VI by the shareholders of the Corporation  
shall not adversely affect any right or protection of a director of the         
Corporation existing at the time of such repeal or modification."               

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
		11/1/09		5
Filed on / Effective on / For Period End:		11/15/04		2		5			10QSB
		10/22/04		3
		10/14/04		3
		10/13/04		3
		10/12/04		3
		10/9/04		3
		10/8/04		3
		9/30/04		2		5			10QSB
		9/28/04		6
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