-----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, KO0ZD0GEIG3hygD0tWGqWX7ZzcOjH3js5yT6OcD4vHK0Y/FFF1wCdoUVv2/p/78S HIBpwru+ABsxTMGhTJ6UKQ== 0001144204-10-036748.txt : 20100706 0001144204-10-036748.hdr.sgml : 20100705 20100706164648 ACCESSION NUMBER: 0001144204-10-036748 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100630 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100706 DATE AS OF CHANGE: 20100706 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33228 FILM NUMBER: 10939404 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/A 1 v190006_8ka.htm Unassociated Document

Washington, D.C. 20549

Form 8-K/A


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

June 30, 2010

Date of Report (Date of earliest event reported)

Zion Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)


(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)
(Commission File Number)

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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




This Amendment No. 1 to the current report on Form 8-K originally filed by Zion Oil & Gas, Inc. (the “Company”) on July 6, 2010 (the “Original 8-K”), is being filed to replace the press release which was inadvertently filed as an attachment in the Original 8-K and referred to therein as Exhibit 99.1. The correct press release is being attached to this Amendment No. 1 to the Original 8-K and is intended to replace the press release included in the Original 8-K.


On July 1, 2010, Zion Oil & Gas, Inc. (the "Company") issued a press release announcing that it has extended its subscription rights offering until July 15, 2010.  As a result of this extension, holders of the subscription rights will now have until 5:00 p.m., Eastern Daylight time, on July 15, 2010 to exercise their subscription rights. A copy of the press release is attached hereto as Exhibit 99.1.

Exhibit 99.1 – Press Release dated July 1, 2010


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: July 6, 2010
/s/ Richard J. Rinberg  
    Name: Richard J. Rinberg  
    Title: Chief Executive Officer  

EX-99.1 2 v190006_ex99-1.htm Unassociated Document
Zion Oil & Gas Extends Rights Offering

Dallas, Texas and Caesarea, Israel – July 1, 2010 – Zion Oil & Gas, Inc. (NASDAQ GM: ZN) announced today that it has extended the expiration date for its rights offering to Thursday July 15, 2010.

As the current rights offering has not been fully subscribed and in the light of the uncertain stock market conditions prevailing during the last few weeks, the Company has decided to extend the duration of the offering by approximately two weeks. The rights may now be exercised at any time prior to 5:00 p.m. Eastern Daylight time on July 15, 2010, the new scheduled expiration of the offer.

Zion’s Chief Executive Officer, Richard Rinberg, said today, “I am pleased that we have already raised significant amounts in this rights offering, but the uncertain stock market conditions in the past few days appear to have impacted negatively on our rights offering. By extending the offering, we are giving Zion's stockholders a further opportunity to subscribe in our rights offering and support our oil and gas exploration work in Israel."

Under the terms of the rights offering, the Company distributed at no charge to the holders of its common stock as of May 6, 2010, non-transferable subscription rights to purchase one share of common stock for every two shares of stock owned.  Each subscription right will entitle the holder to purchase one share of Zion stock at a price of $5.00, irrespective of the market price. Other than the extension of the expiration date of the rights offering, the offering terms described in Zion's Prospectus Supplement dated April 28, 2010, remain the same and apply during the extended period of the offering. Zion reserves the right to further extend the expiration date, though it has no current intention of doing so.

Zion’s common stock trades on the NASDAQ Global Market under the symbol “ZN” and Zion’s warrants trade under the symbol “ZNWAW”.

This announcement is neither an offer nor a solicitation of an offer.  The securities are offered by prospectus only, and only within the States and other jurisdictions in which the securities may be sold, and this announcement is neither an offer to sell nor a solicitation of any offer to buy in any State or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities of any such state or jurisdiction. The rights offering will be made by means of a prospectus supplement (File No. 333-164563).

Zion Oil & Gas, a Delaware corporation, explores for oil and gas in Israel in areas located on-shore between Haifa and Tel Aviv. It currently holds two petroleum exploration licenses, the Joseph and the Asher-Menashe Licenses, between Netanya, in the south, and Haifa, in the north, covering a total of approximately 162,000 acres and the Issachar-Zebulun Permit Area, adjacent to and to the east of Zion’s Asher-Menashe license area, covering approximately 165,000 acres. Zion’s total petroleum exploration rights area is approximately 327,000 acres.



FORWARD LOOKING STATEMENTS: Statements in this communication that are not historical fact, including statements regarding Zion’s planned operations, geophysical and geological data and interpretation, anticipated attributes of geological strata being drilled, drilling efforts and locations, the presence or recoverability of hydrocarbons, sufficiency of cash reserves, ability to raise additional capital, timing and potential results thereof and plans contingent thereon 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 will send you the prospectus if you request it by calling toll free 1-888-TX1-ZION (1-888-891-9466).

Zion’s homepage may be found at: www.zionoil.com

Zion Oil & Gas, Inc.
Mike Williams, 214-221-4610