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S-1 1 zbbs1.htm ZBB ENERGY CORPORATION S-1

As filed with the Securities and Exchange Commission on February 16, 2012 Registration No. 333UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________

Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________

ZBB Energy Corporation
(Exact name of registrant as specified in its charter)

Wisconsin (State or other jurisdiction of incorporation or organization)

4911 (Primary Standard Industrial Classification Code Number)

39-1987014 (I.R.S. Employer Identification Number)

N93 W14475 Whittaker Way Menomonee Falls, WI 53051 (262) 253-9800 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) ________________ Eric C. Apfelbach Chief Executive Officer ZBB Energy Corporation N93 W14475 Whittaker Way Menomonee Falls, WI 53051 (262) 253-9800 (Name, address, including zip code, and telephone number, including area code, of agent for service) ________________ Please send copies of all communications to: Mark R. Busch K&L Gates LLP 214 North Tryon Street, Suite 4700 Charlotte, NC 28202 (704) 331-7440 Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule

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415 under the Securities Act of 1933, check the following box. ! If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ! If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ! If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ! Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ! Accelerated filer ! Smaller reporting company " (Do not check if a smaller reporting company) Non-accelerated

filer !

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

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CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Common stock Underwriter Warrant Shares of common stock underlying Underwriter Warrant (2)(3)(4) Total Registration Fee Proposed Maximum Aggregate Amount of Registration Fee(1) Offering Price $ 11,500,000 $ 1,317.90 $ 100 $ 0.01 $ 1,150,000 $ 131.79 $ 12,650,100 $ 1,449.70

(1) Calculated pursuant to Rule 457(o) on the basis of the maximum aggregate offering price of all of the securities to be registered. (2) No registration fee required pursuant to Rule 457(g) under the Securities Act of 1933. (3) Registers a warrant to be granted to the underwriter for an amount equal to 8% of the number of the shares sold to the public. (4) Pursuant to Rule 416 under the Securities Act of 1933, this registration statement shall be deemed to cover the additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on, the registered securities.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

PROSPECTUS Subject to Completion, Dated , 2012

[•] Shares of Common Stock This is a firm commitment public offering of [•] shares of our common stock. For a more detailed description of our common stock, see the section entitled “Common Stock” beginning on page 5 of this prospectus. Our common stock is quoted on the NYSE Amex Market under the symbol “ZBB.” The last reported sale price of our common stock on February 14, 2012 was $0.77 per share. Investing in our securities involves a high degree of risk. We strongly recommend that you read carefully the risks we described in this prospectus. See “Risk Factors” beginning on page 5 of this prospectus for more information. Per Share Public offering price Underwriting discount Proceeds, before expenses, to us (1) $ $ $ - $ - $ - $ Total -

(1) Excludes an accountable expense allowance of up to $135,000 payable to the underwriter, of which $30,000 has been paid in advance. The underwriters may also purchase up to an additional [•] shares from us at the public offering price, less the underwriting discount, within 15 days from the date of this prospectus to cover over-allotments. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the shares on or about [•], 2012. MDB Capital Group LLC

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The date of this prospectus is [•], 2012.

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htm 6/53 . Federal Income and Estate Tax Considerations for Non-U.htm Table of Content About this Prospectus Cautionary Statement About Forward Looking Information Prospectus Summary Risk Factors Use of Proceeds Dilution Description of Capital Stock Underwriting Material U.2/16/12 zbbs1.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.S.sec.S. Holders Legal Matters Experts Disclosure of Commission Position on Indemnification for Securities Act Liabilities Where You Can Find More Information Documents Incorporated By Reference 2 2 2 5 5 5 6 7 12 15 15 16 17 17 www.

sec. statements about our plans. or by.” “Use of Proceeds.” “predict. You should read this entire prospectus carefully. energy efficiency. Together. you should not rely on it. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks.” “would. A developer and manufacturer of modular. before making an investment decision. We also offer advanced systems to directly connect wind and solar equipment to the grid and systems that can form various levels of micro-grids. the words “anticipate.” and similar expressions identify forward-looking statements.” “could. Except as required by applicable law. and will not necessarily be accurate indications of the times at.” “project.” “believe.” “plan. Tier Electronics. Neither we nor the underwriter have authorized any other person to provide information different from that contained in this prospectus and the documents incorporated by reference herein. If anyone provides you with different or inconsistent information. References to our “common stock” refer to the common stock of ZBB Energy Corporation.htm About this Prospectus In this prospectus supplement. these platforms solve a wide range of electrical system challenges in global markets for utility.” “Risk Factors.” “estimate. power quality. even if new information becomes available in the future. and grid modernization. the “Company.” “us. including the information incorporated by reference herein. governmental.” and “our” and similar terms refer to ZBB Energy Corporation.htm 7/53 .” “expect. regardless of time of delivery of the prospectus or any sale of securities. uncertainties and other factors that may cause actual outcomes and results to differ materially from what is expressed or forecasted in such forward-looking statements.” “potential.” If there is any inconsistency between the information in this prospectus and the documents incorporated by reference herein. Prospectus Summary This summary highlights information about our Company and this offering contained elsewhere in this prospectus or incorporated by reference herein and is qualified in its entirety by the more detailed information and financial statements included elsewhere or incorporated by reference in this prospectus. forecasts and projections regarding management’s beliefs and assumptions about the industry in which we operate. You should read this prospectus together with additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference. Tier Electronics participates in the energy efficiency markets through its hybrid vehicle control systems. estimates. Cautionary Statement About Forward Looking Information This prospectus. ZBB and its power electronics subsidiary. Our business. Forward-looking statements are not a guarantee of future performance or results. Such statements include. industrial and residential end customers. including “Risk Factors” as well as the information incorporated by reference in this prospectus.” “we. ZBB Energy www. in particular. you should rely on the information in this prospectus. we assume no obligation to update any forward-looking statements publicly or to update the reasons why actual results could differ materially from those anticipated in any forward-looking statements.” “will.” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business. scalable and environmentally friendly power systems. and power quality markets with its line of regulation solutions.” “may. About ZBB Energy Corporation ZBB Energy Corporation (NYSE AMEX: ZBB) provides advanced electrical power management platforms targeted at the growing global need for distributed renewable energy.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.” “intend. commercial.” “should. financial condition. which such performance or results will be achieved.2/16/12 zbbs1. You should assume that the information appearing in this prospectus is accurate as of the dates on the cover page. LLC have developed a portfolio of intelligent power management platforms that directly integrate multiple renewable and conventional onsite generation sources with rechargeable zinc bromide flow batteries and other storage technology. results of operations and prospects may have changed since that date. You should rely only on the information contained in or incorporated by reference into this prospectus. contains forward-looking statements that are based on current expectations.” When used in this prospectus. strategies and prospects under the headings “Prospectus Summary.

htm 8/53 .2/16/12 zbbs1. USA with offices also located in Perth.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.sec. Western Australia.htm Corporation was founded in 1998 and is headquartered in Wisconsin. 2 www.

Menomonee Falls.htm Corporate Information Our executive offices are located at N93 W14475 Whittaker Way.sec. Wisconsin 53051. 3 www.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.253.htm 9/53 . and you should not consider it part of this prospectus.zbbenergy.2/16/12 zbbs1.9800. and our telephone number is 262. The information on our website is not incorporated by reference into this prospectus.com. Our Internet address is www.

948. we will issue and sell an additional [•] shares of our common stock and will have [•] shares outstanding after the offering.421. See “Risk Factors” and the other information included and incorporated by reference in this prospectus for a discussion of risk factors you should carefully consider before deciding to invest in our securities. www. and ● Shares of common stock issuable pursuant to the warrant to be issued to the underwriter representing eight percent of the number of shares offered by this prospectus.469 shares of our common stock issuable pursuant to outstanding stock options at a weighted average exercise price of $1.35. This number does not include: ● 1. If the underwriters’ over-allotment option is exercised in full.436 shares subject to outstanding restricted stock unit awards.158 shares of our common stock issuable pursuant to outstanding non-related party warrants at a weighted average exercise price of $1.47.htm THE OFFERING Issuer: Public offering price: Shares of common stock offered by us: Common stock to be outstanding after this offering (1): Over-allotment option: Use of proceeds: ZBB Energy Corporation $[•] [•] shares [•] shares [•] shares [15% of offered shares] Any net proceeds we may receive will be used to meet our working capital needs and general corporate purposes.2/16/12 zbbs1.htm 10/53 . ● 4. Except as otherwise noted. NYSE Amex symbol: Risk factors: (1) The number of shares of our common stock to be outstanding after this offering is based on the number of shares of our common stock outstanding as of February 14. [•] shares of common stock reserved for future grants and awards under our equity incentive plans.sec.619.” ZBB Investing in our common stock involves a high degree of risk and purchasers of our common stock may lose their entire investment. 2010 between us and Socius CG II. 2012. ● Shares of common stock issuable pursuant to the amended and restated securities purchase agreement dated August 30. See “Use of Proceeds. Ltd.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.. ● ● 1. all information in this prospectus assumes no exercises of the underwriters’ over-allotment option.

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144. 2011 Increase per share attributable to this offering As adjusted tangible book value per share after this offering Dilution per share to new investors in this offering $ 0. we estimate that our net proceeds from the sale of our common stock in this offering will be approximately $[•].12 The number of shares of common stock outstanding in the table and calculations above is based on 36. We intend to use the net proceeds from this offering for general corporate and working capital purposes. if any.476 shares outstanding as of December 31. Net tangible book value per share represents total tangible assets less total liabilities. was approximately $4. and the rate of growth.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. after deducting the underwriting discount and estimated offering expenses payable by us. including the amount of cash generated or used by our operations.303 shares of our common stock issuable pursuant to outstanding stock options at a weighted average exercise price of $1.39.158 shares of our common stock issuable pursuant to outstanding non-related party warrants at a weighted average exercise price of $1. ● 991. which are incorporated by reference in this prospectus. On a pro forma basis following the issuance and sale of [•] shares in this offering at the offering price of $[•] per share. Offering price per share of common stock As adjusted net tangible book value per share as of December 31. divided by the number of shares of common stock outstanding. of our business. ● Shares of Series A preferred stock and common stock issuable pursuant to the amended and restated securities purchase agreement dated August 30. The following table illustrates this calculation.948. ● 4. or $[•] per share.436 shares subject to outstanding restricted stock unit awards.12 per share of common stock.2/16/12 zbbs1. This represents an immediate increase in net tangible book value of $[•] per share to existing stockholders and an immediate dilution in net tangible book value of $[•] per share to purchasers of common stock in this offering.431. As a result.603 shares of common stock as described in the Current Report on Form 8-K filed by us with the SEC on February 2.htm 12/53 . after deducting the underwriting discount and estimated offering expenses payable by us. The amounts and timing of our use of proceeds will vary depending on a number of factors. You should carefully review the risk factors described in our Annual Report on Form 10-K for our most recent fiscal year (together with any material changes thereto contained in subsequent filed Quarterly Reports on Form 10-Q) and those contained in our other filings with the SEC. Ltd.619.623. we will retain broad discretion in the allocation of the net proceeds of this offering. Dilution Our net tangible book value as of December 31.sec. Use of Proceeds We estimate that our net proceeds from the sale of our common stock in this offering will be approximately $[•]. 2011 and excludes: ● 1. 2010 between us and Socius CG II. If the underwriter exercises in full its option to purchase additional shares to cover over-allotments.. ● 1.064 shares of common stock reserved for future grants and awards under our equity incentive plans. 2011 and after giving effect to our sale of a total of 4. 2012. 2011 would have been approximately $[•].htm Risk Factors Investing in our securities involves risk. and www. our net tangible book value as of December 31.9 million or $0.47.

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We expect to retain future earnings. and (2) junior to all existing and future indebtedness of the Company.000 shares of undesignated preferred stock. holders of the Series A preferred stock do not have rights to vote on any matters. dissolve or wind-up our business and affairs. Upon our liquidation. Common Stock Each outstanding share of our common stock is entitled to one vote on all matters submitted to a vote of shareholders. our articles of incorporation authorize us to issue 10.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. Holders of our common stock have no preemptive or subscription rights to purchase any of our securities. the holders of our common stock are entitled to receive pro rata our assets which are legally available for distribution. preferences or rights given to the Series A preferred stock.01 per share .htm ● Shares of common stock issuable pursuant to the warrant to be issued to the underwriter representing eight percent of the number of shares offered by this prospectus. As of February 14. if any. to fund the development and growth of our business. (1) senior to common stock. (2) authorize or create any class of stock ranking as to distribution of assets upon a liquidation senior to or otherwise at parity with the Series A preferred stock. or effect any Deemed Liquidation Event (as defined below). after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding. or (5) enter into any agreement with respect to the foregoing. (1) alter or change adversely the powers. par value $0. www.055. There is no cumulative voting. if any. Protective Provisions So long as any shares of Series A preferred stock are outstanding. Series A Preferred Stock The material terms and provisions of the Series A preferred stock are summarized below. without the affirmative approval of the holders of a majority of the shares of the Series A preferred stock then outstanding (voting as a class). (3) increase the authorized number of shares of Series A preferred stock. In addition.1280 shares of Series A preferred stock issued and outstanding and 41. We have not declared or paid cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future.2/16/12 zbbs1.079 shares of common stock issued and outstanding. Our board of directors will determine future dividends. questions or proceedings. Except as required by law or as set forth in the certificate of designations for the Series A preferred stock. 2012.htm 14/53 . and any other classes of stock or series of preferred stock of the Company. including the election of directors.sec. The shares of our common stock are neither redeemable nor convertible. Description of Capital Stock Authorized Capital Our articles of incorporation authorize us to issue 150 million shares of common stock. (4) liquidate.000. Ranking and Voting The Series A preferred stock ranks with respect to rights upon liquidation. par value $0. you should refer to the certificate of designations which is filed as an exhibit to the registration statement of which this prospectus is part. dissolution or winding up. we may not. we had 575. For the complete terms of the Series A preferred stock. winding-up or dissolution.01 per share. The holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available for the payment of dividends at the times and in the amounts as our board of directors may from time to time determine.

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except any merger or consolidation in which our shares of capital stock outstanding immediately prior to such merger or consolidation continue to represent. Redemption We may redeem. by voting power. at the redemption price per share equal to the original purchase price therefor (the “Preferred Liquidation Value”). of the capital stock of the surviving or resulting corporation. which shall accrue at an annual rate of 10% from the date of issuance. If we exercise this redemption option with respect to any Series A preferred stock prior to the fourth anniversary of the Deemed Issuance Date of such Series A preferred stock. plus any accrued but unpaid dividends with respect to such shares of Series A preferred stock (the “Preferred Redemption Price”). or if such shares were issued upon conversion of debentures the initial issuance of such debentures (whichever such date applies. We have entered into an underwriting agreement with the underwriter. (2) 18% of the Preferred Liquidation Value if redeemed on or after the second anniversary but prior to the third anniversary of the Deemed Issuance Date. 7 www. lease. or effect (1) a merger or consolidation. by us of all or substantially all our assets (a “Deemed Liquidation Event”). Subject to the terms and conditions of the underwriting agreement.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.htm Conversion The Series A preferred stock is not convertible into common stock. we have agreed to sell to the underwriter. before any distribution or payment is made to the holders of any junior securities. and (3) 9% of the Preferred Liquidation Value if redeemed on or after the third anniversary but prior to the fourth anniversary of the Deemed Issuance Date. immediately following such merger or consolidation. we must pay to Socius a redemption premium equal to the following with respect to such redeemed Series A preferred stock: (1) 27% of the Preferred Liquidation Value if redeemed on or after the first anniversary but prior to the second anniversary of the Deemed Issuance Date. If we determine to liquidate. the “Deemed Issuance Date”). and the underwriter has agreed to purchase shares of common stock at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus. exclusive license or other disposition. as defined below. in a single transaction or series of related transactions. or are converted into or exchanged for shares of capital stock that represent. the holders of Series A preferred stock shall first be entitled to be paid out of the assets of the Company available for distribution to its shareholders an amount with respect to the Liquidation Value. Underwriting We are offering the shares of common stock described in this prospectus through a single underwriter. Dividends and Other Distributions Commencing on the date of issuance of any such shares of Series A preferred stock.2/16/12 zbbs1.sec. holders of Series A preferred stock shall be entitled to receive dividends on each outstanding share of Series A preferred stock. any or all of the shares of Series A preferred stock at any time after the first anniversary of the issuance date thereof. MDB Capital Group LLC. dissolve or wind-up our business and affairs. Liquidation Upon any liquidation. or (2) the sale. after which any remaining assets of the Company shall be distributed among the holders of the other class or series of stock in accordance with the Company’s Articles of Incorporation. we are required to redeem the Series A preferred stock at the Preferred Redemption Price (plus any required premium for early redemption).htm 16/53 . at least a majority. dissolution or winding up of the Company after payment or provision for payment of debts and other liabilities of the Company. Accrued dividends are payable upon redemption of the Series A preferred stock. then in addition to the Preferred Redemption Price. for cash or by application of the outstanding balance due us under any outstanding secured promissory note issued to us by Socius to purchase shares of common stock under the Securities Purchase Agreement or to acquire shares issuable upon exercise of any warrants. transfer.

or $[•] if the underwriter’s over-allotment option is exercised in full. nor may this prospectus and any other offering material or advertisements in connection with the offer and sales of any of our common stock be distributed or published in any jurisdiction. set forth on the cover page of this prospectus. before expenses. the underwriter will offer these additional shares of our common stock on the same terms as those on which the other shares of common stock are being offered hereby. directly or indirectly. to purchase up to an additional [•] shares of our common stock (up to 15% of the shares firmly committed in this offering) at the public offering price. www.000. This prospectus is neither an offer to sell nor a solicitation of any offer to buy any of our common stock included in this offering in any jurisdiction where that would not be permitted or legal.htm 17/53 . A copy of the underwriting agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. Underwriting Discount and Expenses The following table summarizes the underwriting discount and commission to be paid to the underwriter by us. except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Any securities sold by the underwriter to such securities dealers will be sold at the public offering prices less a selling concession not in excess of $[•] per share. After the public offering of the shares.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.2/16/12 zbbs1. the offering price and other selling terms may be changed by the underwriter. Over-allotment Option We have granted to the underwriter an option. Persons who receive this prospectus are advised to inform themselves about and to observe any restrictions relating to this offering of our common stock and the distribution of this prospectus. None of our securities included in this offering may be offered or sold. including the underwriting discount. to us We estimate the expenses payable by us for this offering to be $[•]. and reimbursement of the accountable expenses of the underwriter up to $135. if any. The underwriter has advised us that it does not intend to confirm sales to any accounts over which they exercise discretionary authority. exercisable not later than 15 days after the date of this prospectus. Without Over-Allotment $[•] With Over-Allotment $[•] Public offering price Underwriting discount per share Total underwriting discount Proceeds. The underwriting agreement provides that the underwriter’s obligations to purchase shares of our common stock are subject to conditions contained in the underwriting agreement. made in connection with this offering.sec. less the underwriting discount. We have been advised by the underwriter that the underwriter proposes to offer shares of our common stock directly to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers that are members of the Financial Industry Regulatory Authority (FINRA). If any additional shares of our common stock are purchased pursuant to the over-allotment option. The underwriter may exercise the option solely to cover over-allotments.htm The underwriter is committed to purchase all the common shares offered by us if any shares are purchased. other than those covered by the option to purchase additional shares described below. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $[•] per share from the public offering price.

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gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. transfer. grant any option for the sale or otherwise dispose of any of our equity securities. an assessment of our management. and exercise of options under an acceptable stock incentive plan. This warrant is exercisable at $ per share (125% of the price of the common stock sold in this offering).htm Determination of Offering Price The public offering price of the common stock was negotiated between us and the underwriter. the number of shares over-allotted by an underwriter is not greater than the number of shares that it may purchase in the over-allotment option. syndicate covering transactions. The underwriter may consent to an early release from the lock-up periods if. in its opinion. put or call transaction that would result in the effective economic disposition of this warrant or the underlying securities for a period of 180 days from the effective date of the registration statement of which this prospectus is a part. general conditions of the financial markets at the time of the offering and such other factors as were deemed relevant. in accordance with Regulation M under the Exchange Act. options and convertible debentures. for a period of 90 days from the date of this prospectus. the stage of development of our business. contract to sell. 9 www. director or other stockholder.2/16/12 zbbs1. nor will it engage in any hedging. the market for the common stock would not be adversely impacted by sales and in cases of a financial emergency of an officer. derivative. without the consent of the representative except for exercise or conversion of currently outstanding warrants.htm 19/53 . commencing on the closing date of this offering and expiring five years from the closing date of this offering. as applicable. Short Positions and Penalty Bids The underwriter may engage in over-allotment. ● Over-allotment involves sales by the underwriter of shares in excess of the number of shares the underwriter is obligated to purchase. short sale.sec. or any securities convertible into or exercisable or exchangeable for our equity securities. pledge or hypothecate this warrant or the securities underlying this option. Indemnification We will agree to indemnify the underwriter against certain liabilities. which creates a syndicate short position. they will not sell. We are unaware of any officer or director who intends to ask for consent to dispose of any of our equity securities during the relevant lock-up periods. our business plans for the future and the extent to which they have been implemented. based on the trading price of the common stock prior to the offering. including certain liabilities arising under the Securities Act. In a naked short position. In a covered short position. The warrant and the shares of common stock underlying the warrant have been deemed compensation by the FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of the FINRA. Underwriter Warrant We have agreed to issue to MDB Capital Group LLC a warrant to purchase shares of our common stock (up to 8% of the shares of common stock sold in this offering). Lock-Up Agreements All of our officers and directors have agreed that. fixing or maintaining the price of the common stock. among other things. The underwriter may close out any short position by either exercising its over-allotment option and/or purchasing shares in the open market. stabilizing transactions. and to contribute to payments that the underwriter may be required to make for these liabilities. Other factors considered in determining the price of the common stock include the history and prospects of our company. and penalty bids or purchases for the purpose of pegging. MDB Capital Group LLC (or permitted assignees under the Rule) will not sell. assign. the number of shares involved is greater than the number of shares in the over-allotment option. The short position may be either a covered short position or a naked short position. Stabilization.

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Neither we nor the underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. the underwriter may engage in passive market making transactions in the common stock on the NYSE Amex Market in accordance with Rule 103 of Regulation M under the Exchange Act during the period before the commencement of offers or sales of common stock and extending through the completion of distribution.” www. has not been approved and/or endorsed by us or the underwriter in its capacity as underwriter and should not be relied upon by investors. if all independent bids are lowered below the passive market maker’s bid. the underwriter will consider. The underwriter’s compensation in connection with this offering is limited to the fees and expenses described above under “Underwriting Discount and Expenses. Other than the prospectus in electronic format. the information on the underwriter’s website and any information contained in any other website maintained by the underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part. As a result. in the case of the common stock or otherwise and.htm ● Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. depending upon the underwriter. or by its affiliates. that bid must be lowered when specified purchase limits are exceeded. the position can only be closed out by buying shares in the open market. Any such allocation for online distributions will be made by the underwriter on the same basis as other allocations. neither we nor the underwriter make any representation that the underwriter will engage in these stabilizing transactions or that any transaction.sec. prospective investors may be allowed to place orders online. a naked short position. If an underwriter sells more shares than could be covered by the over-allotment option. Electronic Distribution A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by the underwriter. may be discontinued at any time. In determining the source of shares to close out the short position. These stabilizing transactions. will not be discontinued without notice. among other things. ● Penalty bids permit an underwriter to reclaim a selling concession from a syndicate member when the shares originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. the price of shares available for purchase in the open market as compared to the price at which it may purchase shares through the over-allotment option.2/16/12 zbbs1. once commenced. In addition.htm 21/53 . A naked short position is more likely to be created if an underwriter is concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. ● Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. A passive market maker must display its bids at a price not in excess of the highest independent bid of the security. Passive Market Making In connection with the offering. These transactions may be effected on the NYSE Amex Market and. the price of the common stock may be higher than the price that might otherwise exist in the open market. In those cases. The underwriter may agree with us to allocate a specific number of shares for sale to online brokerage account holders.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. prospective investors may view offering terms online and. However. if commenced.

gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.sec.htm 22/53 .2/16/12 zbbs1.htm 10 www.

www. and ● in the case of any shares of common stock acquired by it as a financial intermediary. and none of this prospectus supplement. or the possession. as that term is used in Article 3(2) of the Prospectus Directive. if they have been implemented in that Relevant Member State: ● to legal entities which are qualified investors as defined under the Prospectus Directive.sec. provided that no such offer of shares of common stock shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospective Directive. except that an offer to the public in that Relevant Member State may be made at any time under the following exemptions under the Prospectus Directive. the accompanying prospectus or any other material relating to us or the common shares in any jurisdiction where action for that purpose is required. the expression an “offer to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares of common stock to be offered so as to enable an investor to decide to purchase or subscribe the shares of common stock. circulation or distribution of this prospectus supplement.2/16/12 zbbs1. subject to obtaining the prior consent of the underwriters for any such offer. the common shares may not be offered or sold. For purposes of this provision. or (ii) where the shares of common stock have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors. either directly or through affiliates. nor have they been acquired with a view to their offer or resale to. and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto. a “Relevant Member State”). 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) as permitted under the Prospectus Directive. to the extent implemented in the Relevant Member State). directly or indirectly. or in circumstances in which the prior consent of the underwriters has been given to the offer or resale. as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state. Each of the underwriters may arrange to sell common shares offered hereby in certain jurisdictions outside the United States.htm Sales Outside the United States No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the common shares. ● by the underwriters to fewer than 100 or. the offer of those shares of common stock to it is not treated under the Prospectus Directive as having been made to such persons. acknowledged and agreed that: ● it is a “qualified investor” as defined under the Prospectus Directive. or ● in any other circumstances falling within Article 3(2) of the Prospectus Directive.htm 23/53 . the accompanying prospectus or any other offering material or advertisements in connection with the common shares may be distributed or published. (i) the shares of common stock acquired by it in the offer have not been acquired on behalf of. and the expression “2010 PD Amending Directive” means Directive 2010/73/EC. persons in any Relevant Member State other than qualified investors. Each purchaser of shares of common stock described in this prospectus supplement located within a Relevant Member State will be deemed to have represented. European Economic Area In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each. including the 2010 PD Amending Directive. Accordingly. as that term is defined in the Prospectus Directive. if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive. and includes any relevant implementing measure in each Relevant Member State. where they are permitted to do so.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. an offer to the public of shares of common stock described in this prospectus supplement (the “Shares”) may not be made in that Relevant Member State. in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

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(ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). acting for or advising them and are not responsible for providing recipients of this prospectus with the protections which would be given to those who are clients of any aforementioned entities that is subject to the Financial Services Authority Rules. No ruling from the IRS has been obtained with respect to the U. published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom.S.S.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. the underwriters and any other person that communicates this prospectus are not. ● a trust (a) if a U.S. This discussion is based on the provisions of the Internal Revenue Code of 1986.S. holders described in this prospectus. federal income or estate tax consequences to a non-U. persons have the authority to control all of the trust’s substantial decisions or (b) that has a valid election in effect under applicable U. or www. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus or any of its contents. revoked or modified. tax consequences of the purchase. all as in effect as of the date hereof.sec. federal income and estate tax considerations relating to the acquisition. Recipients of this prospectus are advised that we. The distribution of this prospectus in the United Kingdom to anyone not falling within the above categories is not permitted and may contravene FSMA.S. person. The shares are only available to.S. Federal Income and Estate Tax Considerations for Non-U. federal income tax purposes that was created or organized in or under the laws of the United States. holder (as defined below). or act on it for any purposes whatever.S. temporary and proposed U.2/16/12 zbbs1. ownership or disposition of our common stock.S. federal income tax purposes: ● an individual who is a citizen or a resident of the United States.S. relevant persons. ● a corporation or other entity taxable as a corporation for U. Material U.S. local and non-U. As used in this discussion.S. offer or agreement to purchase or otherwise acquire such shares will be engaged in only with. persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospective Directive (“qualified investors”) that also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.S. any state thereof or the District of Columbia. ownership and disposition of our common stock.S.htm United Kingdom This prospectus and any other material in relation to the shares described herein is only being distributed to. and any invitation. holder of the purchase.S. final.S.htm 25/53 . federal income taxation regardless of its source.S. as a result solely of communicating this prospectus. ● an estate whose income is subject to U. Treasury regulations to be treated as a U. and is only directed at. court is able to exercise primary supervision over the trust’s administration and one or more U. the term “non-U. holders of our common stock should consult their own tax advisors with respect to the U. No person falling outside those categories should treat this prospectus as constituting a promotion to him. All of these authorities may be subject to differing interpretations or repealed. All prospective non-U. state.S. federal. Treasury regulations promulgated thereunder and current administrative rulings and judicial decisions.S. ownership and disposition of our common stock purchased in this offering by a non-U. There can be no assurance that the IRS will not take a contrary position to the tax consequences described herein or that such position will not be sustained by a court. Holders The following discussion summarizes certain material U. as amended. This offering memorandum and its contents are confidential and should not be distributed. or the Order. which could materially alter the tax consequences to non-U.S. possibly with retroactive effect. holder” means a beneficial owner of our common stock that is not any of the following for U. as amended. This discussion is for general information only and is not tax advice.

sec.2/16/12 zbbs1.htm 12 www.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.htm 26/53 .

such as: ● insurance companies and financial institutions.S. holder’s individual circumstances. and will be applied against and reduce the non-U. If a partnership or other entity treated as a partnership for U.S. federal income tax principles. taxes.S. We urge any owner of our common stock that is a partnership and partners in that partnership to consult their tax advisors regarding the U. A non-U. owning and disposing of our common stock. Exchange or Other Disposition of Our Common Stock. state or U. local or non-U. subject to the tax treatment described below in “— Gain on Sale. federal alternative minimum. federal income tax consequences of acquiring. ● tax-exempt organizations. ● pension plans. or the special tax rules applicable to particular non-U. An individual may be treated. federal income tax purposes. federal income tax purposes is an owner of our common stock. holder’s adjusted tax basis in our common stock. federal income tax at a rate of 30% on the gross amount paid. synthetic security or other integrated investment. as determined under U. and ● former citizens or residents of the United States subject to tax as expatriates. holder in light of that non-U. ● persons who received our common stock as compensation.S.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. unless the non-U. holders will generally constitute a dividend for U. holder is entitled to an exemption from or reduced rate of withholding under an applicable income tax treaty.S.S.S. citizens. conversion transaction. ● partnerships or other pass-through entities.S.sec.S. federal income and estate taxation that may be relevant to a particular non-U. holder eligible for a reduced rate of withholding www.S. Residents are subject to U. In addition.S.S. Any remaining excess will be treated as capital gain. holder’s adjusted tax basis. property held for investment). federal income tax as if they were U. Distributions in excess of our current and accumulated earnings and profits will generally constitute a return of capital to the extent of the non-U. This discussion assumes that a prospective non-U.S.S.S.S.htm 27/53 .S. The 183-day test is determined by counting all of the days the individual is treated as being present in the current year.htm ● an entity that is disregarded as separate from its owner for U. this discussion does not address any aspect of U. holders. federal income tax purposes to the extent paid from our current or accumulated earnings and profits. as a resident of the United States in any calendar year by being present in the United States on at least 31 days in that calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year.S. federal income tax purposes if all of its interests are owned by a single person described above. ● regulated investment companies or real estate investment trusts. holder’s conduct of a trade or business in the United States generally will be subject to withholding of U.S. ● owners that hold our common stock as part of a straddle.2/16/12 zbbs1. holder that are not treated as effectively connected with the non-U. holder must provide a properly executed IRS Form W8BEN (or successor form) prior to the payment of dividends. one-third of such days in the immediately preceding year and one-sixth of such days in the second preceding year. the treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership.S.S. hedge.S.” Dividends paid to a non-U. Distributions on Our Common Stock Any distribution on our common stock paid to non-U. holder will hold shares of our common stock as a capital asset (generally. ● brokers and dealers in securities. a non-U.S. In order to claim the benefit of a tax treaty. for U. U. This discussion does not address all aspects of U.S.S.S.

2/16/12 zbbs1.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.htm 28/53 .htm pursuant to an income tax treaty may be eligible to obtain a refund of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.sec. 13 www.

S.2/16/12 zbbs1.S. or such lower rate as specified by an applicable income tax treaty between the United States and such holder’s country of residence.S. in which case the gain will be taxed on a net income basis generally in the same manner as if the non-U.S. if there is a change in circumstances that makes any information on such form incorrect. a “United States real property holding corporation. To obtain the exemption. ● the non-U. Treasury regulations. holder is a resident under the provisions of an applicable income tax treaty or agreement. Exchange or Other Disposition of Our Common Stock In general. and. holder’s holding period. holder within the United States (and.S. as applicable. and do not anticipate becoming in the future. under certain circumstances.S. Copies of the information returns filed with the IRS to report the distributions and withholding may also be made available to the tax authorities in a country in which the non-U. a non-U.S. or ● we are. holder). trade or business generally are subject to U. Form W-8ECI or other form must update the form or submit a new form.S.” Generally.sec. be subject to an additional “branch profits tax” imposed at a rate of 30%. holder’s sale. is also attributable to a permanent establishment or a fixed base maintained within the United States by the non-U.S.S. 14 www. holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.S. holder) are generally exempt from the 30% withholding tax if the non-U. we will be a “United States real property holding corporation” if the fair market value of our U. real property interests equals or exceeds 50% of the sum of the fair market values of our worldwide real property interests and other assets used or held for use in a trade or business. if an applicable income tax treaty so provides. holder that are treated as effectively connected with a trade or business conducted by the non-U. holder must provide us with a properly executed IRS Form W-8ECI (or successor form) prior to the payment of the dividend.S.S.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.S. are also attributable to a permanent establishment or a fixed base maintained within the United States by the non-U. We believe that we have not been and are not currently.S. a non-U. holder that are treated as effectively connected with a U. Gain On Sale.S.S. holder were a U. if an applicable income tax treaty so provides. Backup Withholding and Information Reporting We must report annually to the IRS and to each non-U. holder that is a corporation may.S.S. holder will not be subject to any U. person. holder will be subject to a 30% tax on the net gain derived from the disposition. which may be offset by U. or have been at any time during the five-year period preceding such disposition (or the non-U.S.S.S. persons. A non-U.S.-source capital losses of the non-U. a “United States real property holding corporation” for U. if any. holder who provides us with an IRS Form W-8BEN. federal income tax purposes.S. federal income tax at rates applicable to U. if the non-U. holder satisfies applicable certification and disclosure requirements.S. holder is a corporation. all as determined under applicable U. in which case the non-U. federal income tax or withholding on any gain realized from the nonU. if shorter). the additional branch profits tax described above in “Distributions on Our Common Stock” may also apply. holder.S.S.htm Dividends paid to a non-U. exchange or other disposition of shares of our common stock unless: ● the gain is effectively connected with a U. trade or business (and.S. A non-U.htm 29/53 . if any. holder the amount of distributions paid to such holder and the amount of tax withheld. Dividends received by a non-U.S.

no backup withholding or information reporting will be required regarding the proceeds of a disposition of our common stock made by a non-U.S. if any.htm 30/53 . Experts The consolidated financial statements of ZBB Energy Corporation and subsidiaries at June 30. LLP. holders. have been audited by Baker Tilly Virchow Krause. federal estate tax purposes and may be subject to U. The consolidated financial statements of ZBB Energy Corporation and subsidiaries at June 30. S.S. or who has made certain lifetime transfers.S. The legislation is generally effective for payments made after December 31. Milwaukee.S. included in the Company’s Annual Report on Form 10-K for the year ended June 30. person.S.S. In addition. Wisconsin.S.. 2011. holder otherwise establishes an exemption. included in the Company’s Annual Report on Form 10-K for the year ended June 30. holder is a U. Non-U. U. incorporated by reference in this prospectus and the registration statement of which this prospectus is a part.S. 2011 incorporated by reference in this prospectus and the registration statement of which this prospectus is a part. and we do not have actual knowledge or reason to know that the non-U. independent registered public accounting firm. independent registered public accounting firm.S. The failure to comply with the certification. Amounts withheld under the backup withholding rules from a payment to a nonU. 2012.S. (formerly known as PKF LLP).2/16/12 zbbs1. a division of O’Connor Davies. 2010.C. Dividends paid to a non-U. 2011.sec. information reporting and other specified requirements in the legislation would result in withholding tax being imposed on payments of dividends and sales proceeds to foreign financial institutions and certain other non-U. Backup withholding is not an additional tax.S. have been audited by PKF O’Connor Davies. holder’s U. holder can be refunded or credited against the non-U. Certain legal matters will be passed upon for the underwriter by Golenbock Eiseman Assor Bell & Peskoe LLP. holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.htm The United States imposes a backup withholding tax on the gross amount of dividends and certain other types of payments.S.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.S. Non-U. as set forth in their report thereon appearing therein (which report includes an explanatory paragraph relating to ZBB Energy Corporation’s ability to continue as a going concern).S. provided that certain required information is furnished to the IRS in a timely manner. Recently-Enacted Legislation Relating to Foreign Accounts Legislation has been recently enacted that imposes significant certification. New York.S. New York. holder will not be subject to backup withholding if proper certification of foreign status (usually on IRS Form W-8BEN) is provided. unless an applicable estate tax treaty provides otherwise. Federal Estate Tax An individual non-U. information reporting and other requirements on “foreign financial institutions” and certain other non-U.S. and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. federal income tax liability. holders should consult their own tax advisers regarding the application of this legislation to them. Legal Matters The validity of the shares of common stock offered hereby and certain other legal matters will be passed upon for us by Godfrey & Kahn.S.S. financial intermediaries if the payor receives the certification of foreign status described in the preceding sentence and the payor does not have actual knowledge or reason to know that such non-U.S. and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. federal estate tax. as set forth in their report thereon appearing therein. LLP. holder is a U. 15 www. entities. of an interest in our common stock will be required to include the value of the common stock in his or her gross estate for U. holder who is treated as the owner. person or the non-U. holder within the United States or conducted through certain U.

gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.htm www.2/16/12 zbbs1.htm 31/53 .sec.

(iv) by affirmative vote of shareholders. may be permitted to such directors. and for the year and the eight month period then ended. which involves foreign. suit. www. or (iv) willful misconduct.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. A corporation may expand an officer’s or director’s right to indemnification (i) in its articles of incorporation or by-laws. have been audited by Baker Tilly Virchow Krause. ZBB has adopted indemnification provisions in its By-Laws which closely track the statutory indemnification provisions with certain exceptions. Unless otherwise provided in a corporation’s articles of incorporation or by-laws or by written agreement. state or local law and which is brought by or in the right of the corporation or by any other person. including liabilities under the Securities Act. incorporated by reference in this prospectus and the registration statement of which this prospectus is a part. (ii) by independent legal counsel.sec. we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is. (iii) a transaction from which the person derived an improper personal profit.htm The financial statements of TE Holdings Group. penalty. including any excise tax assessed with respect to an employee benefit plan. (v) by a court. 2010 and 2009. (ii) a violation of criminal law. Sections 180. forfeiture or fine. LLP. as set forth in their report thereon appearing therein. disbursements. The indemnification provisions of Sections 180. 2011. Article V of ZBB’s By-Laws provides (i) that an individual shall be indemnified unless it is proven by a final judicial adjudication that indemnification is prohibited. (iii) by resolution of its board of directors.0858 of the WBCL. LLC (formerly known as Tier Electronics LLC) as of December 31. and all reasonable expenses including fees.htm 32/53 . by a majority vote of a committee of two or more disinterested directors. Disclosure of Commission Position on Indemnification for Securities Act Liabilities We are incorporated under the laws of the State of Wisconsin. and (ii) payment or reimbursement of expenses. and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. federal. attorney’s and other expenses except in those cases in which liability was incurred as a result of the breach or failure to perform a duty which the director or officer owes to the corporation and the breach or failure to perform constitutes: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest. pending or completed civil. administrative or investigative action. or if such quorum of disinterested directors cannot be obtained. subject to certain limitations.0859 of the Wisconsin Business Corporation Law (“WBCL”) require a corporation to indemnify any director or officer who is a party to any threatened. As permitted by Section 180. criminal. officers and controlling persons pursuant to the foregoing provisions. by any other method permitted in Section 180.0858 of the WBCL. A corporation’s obligation to indemnify any such person includes the obligation to pay any judgment. (iii) by a panel of three arbitrators. unless the person has reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful.0859 of the WBCL are not exclusive. which appears in the Company’s Form 8-K/A dated April 4. ZBB’s officers and directors are also covered by officers’ and directors’ liability insurance for actions taken in their capacities as such. costs. as amended. or (vi) with respect to any additional right to indemnification granted. or otherwise. In particular. settlement. or (iv) by resolution of a majority of all of the corporation’s voting shares then issued and outstanding.0850 to 180. assessment. will be mandatory rather than permissive. therefore.0850 to 180.2/16/12 zbbs1. (ii) by written agreement between the director or officer and the corporation. whether formal or informal. Insofar as indemnification for liabilities arising under the Securities Act of 1933. an officer or director seeking indemnification is entitled to indemnification if approved in any of the following manners: (i) by majority vote of a disinterested quorum of the board of directors. charges. arbitration or other proceeding. Reasonable expenses incurred by a director or officer who is a party to a proceeding may be reimbursed by a corporation at such time as the director or officer furnishes to the corporation written affirmation of his good faith belief that he has not breached or failed to perform his duties and a written undertaking to repay any amounts advanced if it is determined that indemnification by the corporation is not required. unenforceable.

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2 filed with our Current Report on Form 8-K/A filed with the SEC on April 4. This prospectus incorporates by reference the documents listed below: ● Our Annual Report on Form 10-K for the year ended June 30. ● Our Proxy Statement for our 2011 Annual Meeting of Shareholders filed with the SEC on September 26. February 2. 2011 filed with the SEC on November 14.. copies of which may be inspected without charge at the SEC’s Public Reference Room. this prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information pertaining to us and our common stock. The information incorporated by reference is considered to be a part of this document. 2011. Documents Incorporated By Reference The SEC allows us to “incorporate by reference” information into this document.sec. we refer you to our registration statement and the exhibits thereto. November 14. Where You Can Find More Information We have filed with the SEC a registration statement on Form S-1. officer or controlling person in connection with the securities being registered. 2011. under the Securities Act of 1933. February 3. and ● Exhibits 99. as amended. Washington. This means that we can disclose important information to you by referring you to another document filed separately with the SEC.sec.htm 34/53 . 2011. We file annual. N. officer or controlling person in the successful defense of any action. September 9.C. However. 2011. is asserted by such director. suit or proceeding. of which this prospectus is a part. You can inspect and copy these reports. 2011. other than the payment by us of expenses incurred or paid by such director. ● Our Current Reports on Form 8-K filed with the SEC on August 30. 2011 filed with the SEC on February 9.gov).2/16/12 zbbs1. ● Our Quarterly Report on Form 10-Q for the quarter ended December 31. 100 F Street. proxy statements and other information with the SEC. 2012. Copies of all or any part of the registration statement may be obtained at prescribed rates from the SEC. November 14. The SEC also makes our filings available to the public on its Internet site (http://www. D. 20549. 2011.1 and 99. 17 www. quarterly and special reports. and ● Our Quarterly Report on Form 10-Q for the quarter ended September 30.htm In the event that a claim for indemnification against such liabilities. 2012 (other than any portions thereof deemed furnished and not filed). unless in the opinion of counsel the matter has been settled by controlling precedent. except for any information superseded by information that is included directly in this document or incorporated by reference subsequent to the date of this document. 2011. to register the securities offered by this prospectus. Information concerning the operation of the SEC’s Public Reference Room is available by calling the SEC at 1-800-SEC-0330. 2011. proxy statements and other information at the public reference facilities and Internet site of the SEC referred to above. 2012 and February 9. we will. December 9. 2011. We encourage you to carefully read the registration statement and the exhibits and schedules to the registration statement. submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 2011. 2011 filed with the SEC on September 8. 2012. December 15.E.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.

WI 53051 (262) 253-9800 You can also find the above-referenced filings on our website at www. is incorporated by reference in this prospectus.2/16/12 zbbs1. at no cost. Any statement so modified or superseded will not be deemed a part of this prospectus except as so modified or superseded.htm 35/53 .htm Any statement contained in a document we incorporate by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to that previous statement. other than an exhibit to a filing unless the exhibit is specifically incorporated by reference into that filing.com. Except as provided above.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.sec.zbbenergy. by contacting us in writing or by telephone at: Investor Relations ZBB Energy Corporation N93 W14475 Whittaker Way Menomonee Falls. no other information. including information on our website. You may request a copy of any of the documents referred to above. 18 www.

htm 36/53 .gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.2/16/12 zbbs1.sec.htm [•] Shares of Common Stock Prospectus MDB Capital Group LLC 19 www.

(ii) by independent legal counsel.0859 of the WBCL require a corporation to indemnify any director or officer who is a party to any threatened. or (iv) by resolution of a majority of all of the corporation’s voting shares then issued and outstanding. unless the person has reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful. A corporation may expand an officer’s or director’s right to indemnification (i) in its articles of incorporation or by-laws. or (iv) willful misconduct.0858 of the WBCL. by any other method permitted in Section 180. disbursements.000 50. Reasonable expenses incurred by a director or officer who is a party to a proceeding may be reimbursed by a corporation at such time as the director or officer furnishes to the corporation written affirmation of his good faith belief that he has not breached or failed to perform his duties and a written undertaking to repay any amounts advanced if it is determined that indemnification by the corporation is not required. state or local law and which is brought by or in the right of the corporation or by any other person. (ii) a violation of criminal law. forfeiture or fine.0850 to 180. As permitted by Section 180.htm Part II Information Not Required in the Prospectus Item 13. suit. (iv) by affirmative vote of shareholders. including any excise tax assessed with respect to an employee benefit plan.htm 37/53 . charges. or (vi) with respect to any additional right to indemnification granted. pending or completed civil. criminal. ZBB has adopted indemnification provisions in its By-Laws which closely track the statutory indemnification provisions with certain exceptions.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. In particular. which involves foreign.0858 of the WBCL. (ii) by written agreement between the director or officer and the corporation. The indemnification provisions of Sections 180. (iii) by a panel of three arbitrators.0850 to 180. and (ii) payment or reimbursement of expenses. arbitration or other proceeding.450 50. an officer or director seeking indemnification is entitled to indemnification if approved in any of the following manners: (i) by majority vote of a disinterested quorum of the board of directors.000 8. will be mandatory rather than permissive.000 Item 14.550 110. Other Expenses of Issuance and Distribution The following table sets forth expenses (estimated except for the registration fee) in connection with the offering described in the registration statement: SEC registration fee Accounting fees and expenses Legal fees and expenses Miscellaneous Total $ $ $ $ $ 1. A corporation’s obligation to indemnify any such person includes the obligation to pay any judgment. (iii) a transaction from which the person derived an improper personal profit.2/16/12 zbbs1. and all reasonable expenses including fees. federal. (iii) by resolution of its board of directors. Unless otherwise provided in a corporation’s articles of incorporation or by-laws or by written agreement. or if such quorum of disinterested directors cannot be obtained. costs. attorney’s and other expenses except in those cases in which liability was incurred as a result of the breach or failure to perform a duty which the director or officer owes to the corporation and the breach or failure to perform constitutes: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest. whether formal or informal. assessment. Article V of ZBB’s By-Laws provides (i) that an individual shall be indemnified unless it is proven by a final judicial adjudication that indemnification is prohibited. administrative or investigative action. (v) by a court. 20 www. by a majority vote of a committee of two or more disinterested directors.0859 of the WBCL are not exclusive. penalty. Indemnification of Directors and Officers Sections 180. settlement.sec. subject to certain limitations.

or state securities laws.505 at a price per share equal to the closing price of the Company’s common stock on December 12. Since the shares have not been registered. 2011. December 2011 Private Placement On December 13. Tier Electronics LLC (“Seller”). they may not be offered or sold by the investors absent registration or an applicable exemption from registration requirements. including $350.htm 38/53 . marketing and selling power electronics products for and to original equipment manufacturers in various industries.sec. The purchase price was comprised of (1) a $1. or state securities laws. such as the exemption afforded by Rule 144 under the Securities Act of 1933.000 shares of the Company’s common stock (the “Subject Shares”). the Company entered into Stock Purchase Agreements with certain investors providing for the sale of a total of 1. as amended. as amended.902 shares of the Company’s common stock for an aggregate purchase price of $1. Since the shares have not been registered.000 at a price per share equal to the closing price of the Company’s common stock on December 28.598. The Company sold the shares without registration under the Securities Act of 1933. officers and advisors providing for the sale of a total of 206. 2012 the Company entered into Stock Purchase Agreements with certain members of the Company’s board of directors. they may not be offered or sold by the investors absent registration or an applicable exemption from registration requirements. December 2010 Private Placement On December 29. January 2011 Private Placement On January 21. and (3) Acquisition Sub’s assumption of approximately $900. as amended. in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder. $200. 2010. a wholly-owned subsidiary of the Company (“Acquisition Sub”).2/16/12 zbbs1.000 of Seller’s liabilities. in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder.000 of customer deposits.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder. 2011 the Company entered into Stock Purchase Agreements with a strategic investor previously known to the Company and certain Company officers and directors providing for the sale of a total of 1.000 at a price per share equal to the closing price of the Company’s common stock on January 30. and Jeffrey Reichard. they may not be offered or sold by the investors absent registration or an applicable exemption from registration requirements.340 shares of the Company’s common stock for an aggregate purchase price of $ 875. such as the exemption afforded by Rule 144 under the Securities Act of 1933. The Company sold the Subject Shares without registration under the Securities Act of 1933.167.455. pursuant to which Acquisition Sub acquired substantially all of the net assets of Seller used in connection with Seller’s business of developing. www. (2) 800. or state securities laws.htm ZBB’s officers and directors are also covered by officers’ and directors’ liability insurance. 2010. Since the shares have not been registered. 2012. manufacturing. 2011 the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DCDC Acquisition Company LLC.250 shares of the Company’s common stock for an aggregate purchase price of $165. Item 15. The Company sold the shares without registration under the Securities Act of 1933.000 of these shares were purchased without registration by members of the Company’s board of directors. Recent Sales of Unregistered Securities January 2012 Private Placement On January 31.35 million promissory note issued by Acquisition Sub to Seller. such as the exemption afforded by Rule 144 under the Securities Act of 1933.

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000 at a price per share equal to the closing price of the Company’s common stock on October 12. the registrant will. such as the exemption afforded by Rule 144 under the Securities Act of 1933. submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. unenforceable. Undertakings Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors. the Company entered into Stock Purchase Agreements with certain investors providing for the sale of a total of 3. or state securities laws. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director. or state securities laws. they may not be offered or sold by the investors absent registration or an applicable exemption from registration requirements. as amended. 2010. in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder.htm The Company sold the shares to the directors without registration under the Securities Act of 1933.435. Since the shares have not been registered. The Company sold the shares to the directors without registration under the Securities Act of 1933. they may not be offered or sold by the investors absent registration or an applicable exemption from registration requirements.htm 40/53 . such as the exemption afforded by Rule 144 under the Securities Act of 1933. Since the shares have not been registered. 2010. pursuant to the forgoing provisions.329. officer or controlling person of the registrant in the successful defense of any action.2/16/12 zbbs1. or otherwise.346 shares of common stock (the “Private Placement”). Through the Private Placement the Company’s directors and officers purchased a total of $280.000 of these shares were purchased without registration by members of the Company’s board of directors. officers and controlling persons of the registrants.467 shares of the Company’s common stock for an aggregate purchase price of $1. as amended. Item 16. Item 17. 2010. officer or controlling person in connection with the securities being registered. as amended. or state securities laws. $425. such as the exemption afforded by Rule 144 under the Securities Act of 1933. suit or proceeding) is asserted by such director. October 2010 Private Placement On October 12.sec. in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder. 2010. Since the shares have not been registered. March 2010 Private Placement On March 19.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. the Company entered into a Stock Purchase Agreement with each of the Company’s directors and certain of its officers in connection with the private issuance and sale to such investors of 337. 22 www. The Company sold the shares without registration under the Securities Act of 1933. they may not be offered or sold by the investors absent registration or an applicable exemption from registration requirements.000 shares of common stock for a price per share equal to the closing price of the Company’s common stock on March 19. Exhibits A list of exhibits filed herewith or incorporated by reference is contained in the Exhibit Index which is incorporated herein by reference. therefore. in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder. the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is. unless in the opinion of its counsel the matter has been settled by controlling precedent.

and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will. supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein. Provided. and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will. for liability purposes of the issuer and any person that is at that date an underwriter. www. for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) if the registrant is relying on Rule 430B: (A) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement. such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates. the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.sec. (2) That. by means of a post-effective amendment. (4) That. during any period in which offers or sales are being made. and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement. other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A. or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. (vii). however. Provided. shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if. (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which. As provided in Rule 430B. or (ii) if the registrant is subject to Rule 430C. (b)(5). a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. as to a purchaser with a time of contract of sale prior to such effective date. as to a purchaser with a time of contract of sale prior to such first use. and (B) each prospectus required to be filed pursuant to Rule 424(b)(2).htm The undersigned registrant hereby undertakes: (1) To file. Notwithstanding the foregoing. however. represent a fundamental change in the information set forth in this registration statement. for the purpose of determining any liability under the Securities Act of 1933. each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering. any of the securities being registered which remain unsold at the termination of the offering. (3) To remove from registration.htm 41/53 . or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i). supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.2/16/12 zbbs1. individually or in the aggregate. in the aggregate.

2/16/12 zbbs1.htm 23 www.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.sec.htm 42/53 .

the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. 24 www. (8) That. (7) That for purposes of determining any liability under the Securities Act of 1933. (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant. for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. for purposes of determining any liability under the Securities Act of 1933. if the securities are offered or sold to such purchaser by means of any of the following communications.htm 43/53 . and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.htm (5) That. each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein.sec. (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant. and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. regardless of the underwriting method used to sell the securities to the purchaser. the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424. for the purpose of determining any liability under the Securities Act of 1933. each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein. and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.2/16/12 zbbs1. (6) That.

thereunto duly authorized. to sign any and all amendments (including post-effective amendments) to this registration statement.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. Apfelbach and Will Hogoboom his or her true and lawful attorneys-in-fact and agents. Abdoo /s/ Manfred Birnbaum Manfred Birnbaum February 15. as fully to all intents and purposes as he might or could do in person. 2012 Director February 15. granting unto said attorneys-in-fact and agents.sec. ZBB Energy Corporation By: /s/ Eric C. Abdoo Richard A. Stankiewicz Charles W. the registrant has duly caused this registration statement to be signed on its behalf by the undersigned.htm 44/53 . with the Securities and Exchange Commission. Koeppe Paul F. place and stead. in the City of Menomonee Falls. 2012 /s/ Eric C. Apfelbach Eric C. with full powers of substitution and resubstitution. Position President and Chief Executive Officer (Principal executive officer) and Director Chief Financial Officer (Principal financial officer and Principal accounting officer) Executive Vice President.htm SIGNATURES Pursuant to the requirements of the Securities Act of 1933. Apfelbach /s/ Will Hogoboom Will Hogoboom February 15. 2012. State of Wisconsin. or his substitute or substitutes. for him or her and in his or her name. may lawfully do or cause to be done by virtue hereof. on February 15.2/16/12 zbbs1. each acting alone. 2012 www. in any and all parties. with all exhibits thereto. Pursuant to the requirements of the Securities Act of 1933. hereby ratifying and confirming all that said attorneys-in-fact and agents. this registration statement has been signed below by the following persons and in the capacities and on the dates indicated. 2012 February 15. each acting alone. full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises. 2012 Director February 15. Operations and Director Chairman and Director Date February 15. and to file the same. Stankiewicz /s/ Paul F. each acting alone. Koeppe /s/ Richard A. Apfelbach President and Chief Executive Officer POWER OF ATTORNEY AND SIGNATURES Each person whose signature appears below constitutes and appoints Eric C. 2012 /s/ Charles W. and other documents in connection therewith. Apfelbach Eric C.

2012 25 www. Ozanne /s/ Richard A.2/16/12 zbbs1.sec. Payne Richard A. 2012 Director February 15. Ozanne James H.htm /s/ James H.htm 45/53 .gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. 2012 Director February 15. Payne /s/ Jeff Reichard Jeff Reichard Director February 15.

Ltd.htm Exhibit Index Exhibit No.2 3. 2009) Form of Stock Certificate 4.6 4. 2009 Incorporated by reference to the Company’s Amendment No. S.3 Form of Warrant 4.3 Certificate of Designation of Preferences. 2010 Incorporated by reference to the Company’s definitive proxy statement filed on September 25. 2007 Incorporated by reference to the Company’s Report on Form 8-K filed on August 14. 2006 Amendment to Articles of Incorporation of ZBB Energy Corporation Incorporated by reference to Appendix B attached to the Company’s Definitive Proxy Statement filed on September 24.sec.2/16/12 zbbs1. 2010 Incorporated by reference to the Company’s Report on Form 8-K filed on August 31. To be filed by amendment To be filed by amendment 4. Rights and Limitations of Series A Preferred Stock 3.2 Form of Common Stock Purchase Warrant 4. 2010 3.8 5 26 www. 2010 4.1 Incorporated by Reference to To be filed by amendment Articles of Incorporation of ZBB Energy Corporation. 2009 Incorporated by reference to the Company’s Report on Form 8-K filed on March 9.5 Warrant to Purchase Common Stock Issued to Socius CG Incorporated by reference to the Company’s Report on II. as Incorporated by reference to the Company’s Registration amended Statement on Form SB-2 filed on October 27. 2010 Form 8-K filed on August 31.7 2010 Omnibus Long-Term Incentive Plan Form Restricted Incorporated by reference to the Company’s Registration Stock Unit Award Agreement Statement on Form S-8 filed on January 31.4 Amended and Restated By-laws of ZBB Energy Corporation (as of November 4. 2010 2010 Omnibus Long-Term Incentive Plan Form Stock Option Award Agreement Incorporated by reference to the Company’s Registration Statement on Form S-8 filed on January 31.1 4.4 Form of Debenture 4.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. 3 to Registration Statement on Form SB-2 filed on April 13.C. Description 1 Underwriting Agreement 3. dated August 30. 2010 Incorporated by reference to Appendix C attached to the Company’s Definitive Proxy Statement filed on September 24. 2010 Form of Underwriters Warrant Opinion of Godfrey & Kahn.htm 46/53 .

5 Form of Subscription Agreement.1 Employment Agreement dated as of August 18. Agreement dated February 3. Apfelbach Report on Form 10-Q for the quarter ended December 31.8 Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31. Apfelbach (time-based).2/16/12 zbbs1. 2009 10.4 10. 2010 by and between the Company and Eric C. Seeker Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31. 2009 Agreement dated January 7. 2010 by and between the Company and Steven A. 2010 by and between the Company and Eric C. Apfelbach (performance-based) Nonstatutory Stock Option Agreement dated January 7. 2010 by and between the Company and Eric C. 2009 Nonstatutory Stock Option Agreement dated January 7.6 10. 2010 Incorporated by reference to the Company’s Registration Statement on Form S-8 filed on April 16. Parry dated as of October 31.10 10.3 2005 Employee Stock Option Scheme of ZBB Energy Corporation 2007 Equity Incentive Plan of ZBB Energy Corporation 10.htm 47/53 .sec.7 Incorporated by reference to the Company’s Report on Form 8-K filed on November 4.htm Exhibit No. 2009. Incorporated by reference to the Company’s Report on entered into between Form 8-K filed on August 14. 2009 10.11 10. 2009 Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31. Description 10. dated August 13. 2009 ZBB Energy Corporation and CapStone Investments and each purchaser signatory thereto Resignation and Indemnification Agreement by and between the Company and Robert J. 2009 Director Nonstatutory Stock Option Agreement by and between the Company and Paul F. 2006 Incorporated by reference to the Company’s Registration Statement on Form S-8 filed on April 16.12 www.9 Restrictive Covenant Agreement dated January 7. 2009 Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31. 2008 10.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. 2010 between ZBB Energy Corporation and Scott Scampini 10. 2010 by Incorporated by reference to the Company’s Quarterly and between the Company and Eric C.2 2002 Stock Option Plan of ZBB Energy Corporation Incorporated by Reference to Incorporated by reference to the Company’s Report on Form 8-K filed on August 23. 2009 10. Koeppe dated as of November 2. 2009 10. 2008 Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on October 27. Apfelbach Incorporated by reference to the Company’s Report on Form 8-K filed on November 4.

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2010 10.3 to the Company’s Current Report on Form 8-K filed on December 30. 2010 2010 Omnibus Long-Term Incentive Plan Incorporated by reference to Appendix A attached to the Company’s Definitive Proxy Statement filed on September 24. 2010.17 10.1 to the Company’s Current Report on Form 8-K filed on December 6. Ltd. dated December 29.25 www. 2011 Incorporated by reference to Exhibit 10.13 Placement Agent Agreement.18 Form of Stock Purchase Agreement.1 to the Company’s Current Report on Form 8-K filed on October 13.2 to the Company’s Current Report on Form 8-K filed on October 13. 2010. 2010 Form of Stock Purchase Agreement.19 Form of Stock Purchase Agreement.16 Amended and Restated Securities Purchase Agreement by Incorporated by reference to the Company’s Report on and between ZBB Energy Corporation Form 8-K filed on August 31. 2010 10. 2010 Incorporated by reference to Exhibit 10. 2010 Incorporated by reference to the Company’s Report on Form 8-K filed on March 22.21 10. dated March 8. 2010 Incorporated by reference to Exhibit 10. 2010 10. 2010 10. 2010 and Socius CG II. 2010 Report on Form 10-Q for the quarter ended December 31.. 2010 Incorporated by reference to Exhibit 10.22 Form of Stock Purchase Agreement.2/16/12 zbbs1.2 to the Company’s Current Report on Form 8-K filed on December 30. dated October 12. 2010 Sutter Securities Incorporated 10.1 to the Company’s Current Report on Form 8-K filed on December 30.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1. Description Incorporated by Reference to 10. dated December 29. 2010 the purchasers signatory thereto Form Stock Purchase Agreement. 2010 10. Inc. dated August 30. dated December 29. dated October 12. 2010 Incorporated by reference to Exhibit 99.14 Securities Purchase Agreement. 2011 10. 2010 Incorporated by reference to Exhibit 10. by Incorporated by reference to the Company’s Report on and between ZBB Energy Corporation and Form 8-K filed on March 9. dated March 19. dated January 3. 2010 Incorporated by reference to Exhibit 10. 2010 between ZBB Energy Corporation and Will Hogoboom Form of Stock Purchase Agreement..htm Exhibit No.20 Independent contractor agreement dated December 1. by and Incorporated by reference to the Company’s Report on between ZBB Energy Corporation and Form 8-K filed on March 9. 2010 10.24 ZBB Energy Corporation Director Compensation Policy Incorporated by reference to the Company’s Quarterly dated November 10.3 to the Company’s Current Report on Form 8-K filed on January 5.htm 49/53 .sec. 2010 10.23 Financial Advisory Agreement between ZBB Energy Corporation and Stonegate Securities.15 10. dated March 1.

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dated November 11.36 10. dated November 11.28 Asset Purchase Agreement by and among ZBB Energy Incorporated by reference to Exhibit 10.29 10.1 to the Company’s Current Report on Form 8-K filed on June 14. dated January 3. LLC. Inc.. 2011 Incorporated by reference to Exhibit 10.31 10. 2011 Incorporated by reference to Exhibit 10.27 Incorporated by Reference to Incorporated by reference to Exhibit 10. dated June 8.37 Incorporated by reference to Exhibit 10. Description 10. Joanne Reichard and Nathan Jobe $1.sec. 2011 10.350.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31. 2011 10. Ltd. 2011 Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 24. 2011 Incorporated by reference to Exhibit 10. Ltd.3 to the Company’s Current Report on Form 8-K filed on January 24.3 to the Corporation and Tier Company’s Current Report on Form 8-K filed on January Electronics LLC dated January 21. 2011 April 8.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31.. 2011 Incorporated by reference to Exhibit 10. 2011 24.htm 51/53 ..26 Financial Advisory Agreement between ZBB Energy Corporation and Stonegate Securities.5 to the Company’s Current Report on Form 8-K filed on January 24. 2011 Management Services Agreement by and between ZBB Powersav Holdings Ltd. 2011 License Agreement by and between ZBB PowerSav Holdings Ltd. dated November 15. dated June 14. 2011 to Tier Electronics LLC Incorporated by reference to Exhibit 10.. dated June 13. 2011 Incorporated by reference to Exhibit 10. and Anhui Meineng Store Energy Co. 2011 10. 2011 Registration Rights Agreement between ZBB Energy Incorporated by reference to Exhibit 10. DCDC Acquisition Company’s Current Report on Form 8-K filed on January Company LLC.. 2011 dated January 21. 2011 Filed herewith Placement Agency Agreement between ZBB Energy Corporation and MDB Capital Group.. Ltd. Supplemental Agreement to the Joint Venture Agreement by and between ZBB PowerSav Holdings Limited and Anhui Xinlong Investment Management Co. 2011 10.33 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31.2/16/12 zbbs1. Tier Electronics LLC and Jeffrey Reichard 24. 2011 Anhui Meineng Store Energy Co. 2011 Form of Nonstatutory Option Agreements issued on January 21.30 10.35 Collaboration Agreement between ZBB Energy Incorporated by reference to the Company’s Annual Corporation and Honam Petrochemical Corporation dated Report on Form 10-K for the year ended June 30. and Anhui Meineng Store Energy Co. 2011 10. 2011 10.. 2011 Employment Agreement between ZBB Energy Corporation and Jeffrey Reichard dated January 21.3 to the Company’s Current Report on Form 8-K filed on January 5.38 www.3 to the Company’s Current Report on Form 8-K filed on June 14. 2011 to Jeff Reichard. Ltd. 2011 Form of Stock Purchase Agreement.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.3 to the Corporation.32 Form of Securities Purchase Agreement.000 Non-negotiable Promissory Note issued on January 21.34 10.htm Exhibit No.

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2 23.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31. LLP Consent of Baker Tilly Virchow Krause.htm 53/53 . 2011 10.40 Form of Nonstatutory Option Agreements issued on November 9. LLP Filed herewith Filed herewith Filed herewith 23. dated December Incorporated by reference to Exhibit 10. 2011 Company’s Quarterly Report on Form 10-Q for the quarter ended December 31. 2011 Consent of PKF O’Connor Davies Consent of Baker Tilly Virchow Krause. Description Incorporated by Reference to 10. 2011 Company’s Quarterly Report on Form 10-Q for the quarter ended December 31.39 Offer letter between ZBB Energy Corporation and Charles Incorporated by reference to Exhibit 10. 2011 to Charles Stankiewicz Incorporated by reference to Exhibit 10.9 to the 13. 2011 10.4 to the Stankiewicz dated November 3.gov/Archives/edgar/data/1140310/000110262412000115/zbbs1.htm Exhibit No.41 Form of Registration Rights Agreement.1 23.sec.3 30 www.2/16/12 zbbs1.

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