0001144204-09-021007.txt : 20090416 0001144204-09-021007.hdr.sgml : 20090416 20090416160221 ACCESSION NUMBER: 0001144204-09-021007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090413 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090416 DATE AS OF CHANGE: 20090416 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: 09753832 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 v146452_8k.htm

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

April 13, 2009

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 April 13, 2009, Zion Oil & Gas Inc. (the “Company”) and Aladdin Middle East Ltd. (“AME”), a Delaware corporation with offices in Wichita, Kansas and in Ankara, Turkey, further amended the drilling contract that they executed on September 12, 2008 pursuant to which AME is arranging 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. Under the recently executed amendment, AME has waived the Company’s obligation to furnish to AME a letter of credit in the face amount of $550,000 in support of the rig demobilization. In lieu of such letter of credit, the Company has remitted $300,000 to AME as a pre-payment for services under the drilling contract. The Company expects to deduct the amount of the prepayment from the drilling fees [charges] it will be paying to AME under the drilling contract.

The foregoing description of the transaction is only a summary and is qualified in its entirety by reference to the Amendment No. 2 to the International Daywork Drilling Contract-Land attached hereto as Exhibit 10.1, 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. 2 (dated as of April 13, 2009) to International Daywork Drilling Contract – Land dated as of September 12, 2008 between Zion Oil & Gas, Inc. and Aladdin Middle East Ltd.

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: April 16, 2009	By:	/s/ Richard J. Rinberg
		Richard J. Rinberg
		Chief Executive Officer

EX-10.1 2 v146452_ex10-1.htm

EXHIBIT 10.1

AMENDMENT NO. 2

TO THE “INTERNATIONAL DRILLING CONTRACT-LAND”

This “AMENDMENT NO. 2 TO THE INTERNATIONAL DRILLING CONTRACT-LAND” (hereinafter referred to as the “Amendment”) is made and entered into as of 13 April, 2009 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 at 15 Bareket St. North Industrial Park Caesarea, 38900, Israel (hereinafter referred to as “Operator”), and

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

Each of “Operator” and “Contractor” shall sometimes 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, as amended by Amendment No. 1 dated December 7, 2008 (hereinafter referred to as the “Contract”), a Protocol with respect to the Contract dated June 18, 2008, an Amendment to Protocol dated July 31, 2008, and a Protocol No. 2 dated December 7, 2008;

WHEREAS, Article 609 of the Contract contemplates Operator providing to Contractor a bank letter of credit in an amount of USD 550,000 as security for payment of the services to be performed by Contractor under the Contract;

WHEREAS, Contractor has requested from Operator an advance in an amount of USD 300,000 (hereinafter referred to as the “Advance”) as a pre-payment for services to be performed under the Contract;

WHERAS, in exchange for receiving the Advance, Contractor hereby agrees to waive and fully relinquish its rights to receive the bank letter of credit from Operator as provided for in Article 609 of the Contract; and

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, intending to be legally bound and in consideration for the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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.	WAIVER OF BANK LETTER OF CREDIT AND ADVANCE

a.	Contractor hereby fully waives all rights and releases Operator from all of Operator’s obligations under Article 609 of the Contract, regarding Operator’s obligations to secure a bank letter of credit.

b.	In exchange for being released of its obligations under Article 609 of the Contract, Operator hereby agrees to wire the Advance to Contractor within two business days of the execution hereof.

3.	SUBJECT OF THE AMENDMENT

Article 609 of the Contract is hereby amended and restated in its entirety as set forth below:

“609. Bank Letter of Credit

Intentionally omitted.”

4.	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 and mutually agreed to by and between the Parties hereto.

ENTIRETY

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

6.	COUNTERPARTS

This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and the signature of any Party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

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 to do so by Operator and

Contractor respectively.

ZION OIL & GAS, INC.			ALADDIN MIDDLE EAST LTD.
(Operator)			(Contractor)

/s/ Richard Rinberg			/s/ Huseyin Cetin Mumcuoglu
Richard Rinberg, CEO			Huseyin Cetin Mumcuoglu,
			General Manager