-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N+neqwdvyLtav78/BDPfQi+g9EDBfjdTTzralPkTPY6dl3Uya9g3/FHyNfasO71/ O4zeP5U/kfow2ZjG2xbHyw== 0001144204-08-069616.txt : 20081216 0001144204-08-069616.hdr.sgml : 20081216 20081216134718 ACCESSION NUMBER: 0001144204-08-069616 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081216 DATE AS OF CHANGE: 20081216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZION OIL & GAS INC CENTRAL INDEX KEY: 0001131312 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 200065053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33228 FILM NUMBER: 081251947 BUSINESS ADDRESS: STREET 1: 6510 ABRAMS RD STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2142214610 MAIL ADDRESS: STREET 1: 6510 ABRAMS RD STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 8-K 1 v134985_8k.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

December 15, 2008
Date of Report (Date of earliest event reported)

Zion Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)

333-131875   
 
20-0065053
(Commission File Number)
 
(IRS Employer Identification No.)
 
6510 Abrams Road, Suite 300, Dallas, TX 75231  
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: 214-221-4610

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


 

 
 
Item 1.01 Entry into a Material Definitive Agreement
 
On December 15, 2008, Zion Oil & Gas Inc. (the “Company”) and Aladdin Middle East Ltd. (“AME”), a Delaware corporation with offices in Wichita, Kansas and in Ankara, Turkey, amended the drilling contract that they executed on September 12, 2008 pursuant to which AME will arrange for the transportation into Israel of its 2,000 horsepower rig to be used to conduct the drilling contemplated by the Company’s business plan. Pursuant to the amendment, the Company will purchase drill pipe, to be used in its planned drilling, at a cost of $1,135,000. AME has agreed that the amounts expended by the Company for the drill pipe will be offset against: (a) amounts that the Company will need to pay to AME under the drilling contract and (b) $200,000 that the Company was to pay AME in respect of the final balance due for mobilization costs related to the rig. Zion's 'early payment' opportunity costs will be met by a $ 125,000 reduction in the amount of the letter of credit (LOC) that the Company is required to issue in support of the rig demobilization. Consequently, the amount of the demobilization LOC will be reduced from $675,000 to $550,000. If the full cost of the drill pipe is not recovered by the Company from the amounts above, then any remaining balance will be recovered from the demobilization fees that the Company may owe to AME at the end of the planned drilling.
 
The foregoing description of the transaction is only a summary and is qualified in its entirety by reference to the Amendment No. 1 to the International Daywork Drilling Contract-Land attached hereto as Exhibit 10.1 and to Protocol No. 2 attached hereto as Exhibit 10.2, which are incorporated herein by reference.
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
 
(a) Financial Statements.
 
None.
 
(b) Pro Forma Financial Information.
 
None.
 
(d) Exhibits.

Exhibit No.
 
Description
10.1
 
Amendment No. 1 to International Daywork Drilling Contract – Land dated as of September 12, 2008 between Zion Oil & Gas, Inc. and Aladdin Middle East Ltd.
10.2
 
Protocol No. 2
99.1
 
Press Release issued on December 16, 2008



 
 

 


 
  
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
 
 
Zion Oil and Gas, Inc.
     
Date: December 16, 2008
By:  
/s/ Richard J. Rinberg
 
Richard J. Rinberg
 
Chief Executive Officer




 

 



EX-10.1 2 v134985_ex10-1.htm Unassociated Document
EXHIBIT 10.1

AMENDMENT NO. 1
TO THE  “INTERNATIONAL DRILLING CONTRACT-LAND”


This “AMENDMENT NO.1 TO THE INTERNATIONAL DRILLING CONTRACT-LAND” (hereinafter referred to as the “Amendment”) made and entered into as of 7 December, 2008 by and between :

- ZION OIL & GAS INC., a corporation organized under the laws of State of Delaware USA having offices at 6510 Abrams Road, Suite 300 Dallas, Texas 75231 USA and 15 Bareket St. North Industrial Park Caesarea, 38900, Israel (hereinafter referred to as the “Operator”),

- ALADDIN MIDDLE EAST LTD., a corporation organized under the laws of State of Delaware USA with the offices at 123 South Market, Wichita Kansas 67202 USA and at Sogutozu Caddesi No: 23 Balgat 06520 Ankara, Turkey (hereinafter referred to as the “Contractor).

Each of “Operator” and “Contractor” shall hereinafter individually be referred to as a “Party”, and collectively as the “Parties”.

WHEREAS, Operator and Contractor entered into an International Daywork Drilling Contract-Land dated September 12, 2008 (hereinafter referred to as the “Contract”), a Protocol with respect to the Contract dated June 18, 2008 and Amendment to Protocol dated July 31, 2008.

WHEREAS, the Parties hereto desire to amend the specific matter regarding the bank letter of credit in the Contract and effect the amendment as necessary,

NOW THEREFORE the Parties hereby agree as follows:

 
1.
DEFINITIONS

All terms in this Amendment shall have the same meaning as in the Contract, unless otherwise defined in this Amendment.

 
2.
SUBJECT OF THE AMENDMENT

Notwithstanding any other provision of the Contract;

 
a.
The amount of the Bank Letter of Credit which is USD 675,000 (six hundred and seventy-five thousand United States Dollars) and specified in Article 609 of the Contract shall be amended as “USD 550,000 (five hundred and fifty thousand United States Dollars).



Page 1

 
 

 


 
b.
The amount of the Demobilization Fee which is USD 675,000 (six hundred and seventy-five thousand United States Dollars) and specified in Article 803 of the Contract shall be amended as 550,000 (Five Hundred and Fifty Thousand United States dollars).

 
3.
SURVIVAL OF TERMS

Unless otherwise stated in this Amendment, all terms and conditions of the Contract shall be in full force and effect. The terms and conditions of the Contract shall prevail in the event of any discrepancy or conflict between this Amendment and the Contract, unless otherwise agreed in writing mutually by and between the Parties hereto.

 
4.
ENTIRETY

This Amendment shall constitute an integral part of the Contract, which shall remain in full force and effect, as amended.


IN WITNESS WHEREOF, Operator and Contractor have caused this Amendment to be signed in 2 (two) original copies on the day and year first written above, for and on their behalf by the signatories hereto who have been fully authorized so to do by Operator and Contractor respectively.
 
ZION OIL & GAS INC. 
(Operator) 
 
   
ALADDIN MIDDLE EAST LTD.
(Contractor)
 
/s/ Richard J. Rinberg
   
/s/ Huseyin Cetin Mumcuoglu
 
By    :   Richard J. Rinberg 
   
By    :  Huseyin Cetin Mumcuoglu
 
Title :    Chief Executive Officer  
   
Title :  General Manager
 
 

Page 2

EX-10.2 3 v134985_10-2.htm Unassociated Document


EXHIBIT 10.2

PROTOCOL No.2

Zion Oil & Gas Inc.
&
Aladdin Middle East Ltd.


This “PROTOCOL NO.2” made and entered into as of 7 December 2008 by and between :

- ZION OIL & GAS INC., a corporation organized under the laws of State of Delaware USA having offices at 6510 Abrams Road, Suite 300 Dallas, Texas 75231 USA and 15 Bareket St. North Industrial Park Caesarea, 38900, Israel (hereinafter referred to as the “Operator”),

- ALADDIN MIDDLE EAST LTD., a corporation organized under the laws of State of Delaware USA with the offices at 123 South Market, Wichita Kansas 67202 USA and at Sogutozu Caddesi No: 23 Balgat 06520 Ankara, Turkey (hereinafter referred to as the “Contractor).

Each of “Operator” and “Contractor” shall hereinafter be individually referred to as a “Party”, and collectively as the “Parties”.

WHEREAS, Operator and Contractor entered into an International Daywork Drilling Contract-Land dated September 12, 2008 (hereinafter referred to as the “Contract”), a Protocol with respect to the Contract dated June 18, 2008, and an Amendment to Protocol dated July 31, 2008

WHEREAS, Contractor desires to purchase additional equipment for the drilling work which is the subject matter of the Contract through the assistance of the Operator,

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements and obligations herein contained and to be performed, IT IS AGREED by and between the Parties AS FOLLOWS:

1.0
DEFINITIONS

All terms used in this Protocol No.2 shall have the same meaning as in the Contract, unless otherwise defined in Protocol No.2.

2.0
SUBJECT

The subject of this Protocol No.2 is the determination of the terms and conditions of the purchase of the drilling pipes (hereinafter referred to as the “DP”) which are fully described in Annex-1 attached hereto.


Page 1

 
 

 

3.0
TERMS AND CONDITIONS

 
3.1
Operator shall purchase the DP for Contractor at USD 1,134,787.50 (hereinafter referred to as the “Price”) and Contractor shall reimburse such Price to Operator as follows:

 
 3.1.1.
Part A: USD 200,000 out of the Price shall be deemed to be reimbursed to Operator by Contractor as a result of deducting Part A from the Mobilization Fee payment as described in Article 802 (c) of the Contract to be due to Contractor under the Contract;

 
 3.1.2.
Part B: : Remainder USD 934,787.50 shall be deducted from the monthly invoices to be issued by the Contractor in accordance with the Contract, in percentages as follows;

 
(i)
30% (thirty percent) from the second month’s invoice after the Commencement Date,
 
(ii)
30% (thirty percent) from the third month’s invoice after the Commencement Date,
 
(iii)
40% (forty percent) from the fourth month’s invoice after the Commencement Date.

 
3.1.3.
In case there still exists an amount out of the Price not covered by the deductions made in accordance with Sub-article 3.1.2 above, such uncovered amount shall be deducted from the Demobilization Fee to be paid to Contractor in accordance with the Contract.

 
3.2
USD 125,000 that is deducted from the Demobilization Fee (which fee is reduced to USD 550,000 from USD 675,000 by the “Amendment No.1 to the International Daywork Drilling Contract-Land” dated 7 Dec 08 [hereinafter referred to as the “Amendment”]) in the Contract by the Amendment, shall not be deemed to constitute a part of payment under this Article 3.1. of Protocol No.2. Whereas it is the understanding and intent of the Parties for such USD 125,000 to be deducted from the Demobilization Fee in order to cover the cost of Operator for the payment made by Operator for the purchase of the DP.

 
3.3
Upon the completion of the payments in accordance with the terms hereinabove and within 15 (fifteen) days upon the written request of Contractor, Operator shall issue Contractor proper commercial invoice and legally required shipping, exportation and importation documentation for the DP.
 
3.4
 








Page 2

 
 

 


4.0
GENERAL

Unless otherwise stated in this Protocol No.2, general terms and conditions of the Contract applicable to this Protocol No.2 shall be applied hereto also.

5.0
EXECUTION AND EFFECTIVE DATE

This Protocol consists of 5 (five) articles, 2(two) pages and is executed in 2(two) original copies and entered into effect by and between the Parties, on the day and year first written above.

APPENDICES

1- DP specifications

/s/ Richard J. Rinberg                                                                                                           /s/ Huseyin Cetin Mumcuoglu

For and On Behalf of                                                                                                           For and On Behalf of

 
ZION OIL &GAS INC.                                                                                       ALADDIN MIDDLE EAST LTD
Richard J. Rinberg                                                                                                Huseyin Cetin Mumcuoglu
Chief Executive Officer                                                                                                General Manager



























Page 3

EX-99.1 4 v134985_ex99-1.htm Unassociated Document
EXHIBIT 99.1

Zion Oil Purchases Drill Pipe for the Ma'anit-Rehoboth #2 well


DALLAS & CAESAREA, Israel - December 16, 2008 - Zion Oil & Gas, Inc. (NYSE Alternext US: ZN) announced today that it has contracted for the drill pipe to be used in drilling Zion’s upcoming Ma’anit-Rehoboth #2 well.

The cost of the drill pipe, which is now being prepared for shipment, is estimated at approximately USD 1,135,000. Zion will recover the amount it pays for the drill pipe by a reduction in the payments that it will remit to Aladdin Middle East Ltd (AME) under the Drilling Contract dated September 12, 2008. Zion and AME have recently amended the Drilling Contract to provide for the purchase by Zion of the drill pipe. Under the terms of the Drilling Contract, AME committed to provide a completely refurbished and updated 2,000 horsepower rig and crews to drill Zion’s upcoming Ma’anit-Rehoboth #2 well ‘directionally’ to below 18,000 feet.

The refurbished drilling rig is now being taken apart and packed into custom-made containers in Ankara, Turkey. AME expects to complete the rig crew workers' permitting process soon and is now actively seeking suitable freight ship availability in order to ship the rig from Turkey to Israel in January 2009.

As detailed in its registration statement, Zion is raising funds in order to pursue its planned multi-well drilling program. Depending on actual amounts raised, Zion intends to carry out the following work program: drill Zion’s second well, on Zion’s Joseph License, to the Triassic Formation (down to a depth of 15,400 feet) and/or to the Permian Formation (down to a depth of 18,040 feet), drill a test well on Zion’s Asher-Menashe License to the Triassic Formation and, if appropriate, the Permian Formation and prepare for the drilling of an additional well on either its Joseph or Asher-Menashe License.

Zion’s common stock trades on the NYSE Alternext US under the symbol ZN.

Before you invest, for more complete information about Zion Oil & Gas and its offering, you should read Zion’s registration statement (including a prospectus) together with the other documents Zion has filed with the SEC. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Zion Oil & Gas or its underwriter, Brockington Securities, Inc, will arrange to send you the prospectus if you request it by calling toll free 1-888-TX1-ZION (1-888-891-9466). Direct links to the SEC location, or to the documents in PDF, may be found on the home page of Zion Oil & Gas, at www.zionoil.com

Zion Oil & Gas, Inc., a Delaware corporation, explores for oil and gas in Israel in areas located onshore between Tel-Aviv and Haifa. It currently holds two petroleum exploration licenses, the Joseph and Asher-Menashe Licenses, between Netanya on the south and Haifa on the north, covering a total of approximately 162,000 acres.

 
 

 



FORWARD LOOKING STATEMENTS: Statements in this press release that are not historical fact, including statements regarding Zion’s planned operations, potential results thereof and plans contingent thereon, including the importation of a drilling rig into Israel, the granting of various required permits, the selection of potential drilling targets and locations, and the procurement of suitable drill pipe, are forward-looking statements as defined in the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on assumptions that are subject to significant known and unknown risks, uncertainties and other unpredictable factors, many of which are described in Zion’s periodic reports filed with the SEC and are beyond Zion’s control. These risks could cause Zion’s actual performance to differ materially from the results predicted by these forward-looking statements. Zion can give no assurance that the expectations reflected in these statements will prove to be correct and assumes no responsibility to update these statements.

Zion Oil & Gas, Inc. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about Zion Oil & Gas and its offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Zion Oil & Gas or its underwriter will arrange to send you the prospectus if you request it by calling toll free 1-888-TX1-ZION (1-888-891-9466). Direct links to the SEC location, or to the documents in PDF, may be found on the home page of Zion Oil & Gas. Inc., at www.zionoil.com.



Contact:
Zion Oil & Gas, Inc.
Brittany Russell
1-214-221-4610
dallas@zionoil.com




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