Attached files
| file | filename |
|---|---|
| EX-4.2 - ZION OIL & GAS INC | v198213_ex4-2.htm |
| EX-5.1 - ZION OIL & GAS INC | v198213_ex5-1.htm |
| EX-4.3 - ZION OIL & GAS INC | v198213_ex4-3.htm |
| EX-4.1 - ZION OIL & GAS INC | v198213_ex4-1.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
October
4, 2010
____________________________________
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)
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001-33228
(Commission
File Number)
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20-0065053
(IRS
Employer Identification No.)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Item 8.01
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Other
Events.
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On
September 29, 2010, Zion Oil & Gas, Inc. (the “Company”) filed with the
Securities and Exchange Commission (the “SEC”) the prospectus supplement dated
as of September 29, 2010 and accompanying base prospectus (collectively, the
“Prospectus”) relating to the Company’s previously announced rights offering of
non-transferable subscription rights to the holders of the Company’s common
stock, par value $0.01 per share (“Common Stock”) on September 28, 2010, to
purchase up to 3,820,391 of Units (as defined below) of the Company’s
securities. The Prospectus forms a part of the Company’s Registration Statement
on Form S-3 (File No. 333-164563) which was declared effective on
April 16, 2010 (the “Registration Statement”).
The
Company is filing the items included in Exhibits 4.1, 4.2, 4.3 and 5.1 to this
Current Report on Form 8-K, each of which relates to the rights offering, for
the purpose of incorporating such items as exhibits to the Registration
Statement.
Under the
previously announced rights offering, the Company is distributing, at no cost to
stockholders, non-transferable subscription rights to purchase units (each a
“Unit” and collectively the “Units”) of its securities to persons who owned
shares of its Common Stock on September 28, 2010, with each Unit consisting of
(a) one (1) share of Common Stock and (b) one (1) warrant to purchase an
additional share of the Company’s Common Stock at an exercise price of $4.00 per
share (each a “Warrant” and collectively the “Warrants”). Each
shareholder will receive 0.18 of a subscription right (i.e., EIGHTEEN subscription rights
for each ONE HUNDRED
shares) for each share of Common Stock owned as of close of business on
September 28, 2010.
Each
whole subscription right represents the right to purchase one Unit at a price of
$5.00 per Unit, and may be exercised at any time prior to 5:00 p.m. Eastern
Standard time on November 15, 2010, the scheduled expiration of the offer;
however, the Company may extend the offering period at its sole
discretion. The Warrant is exercisable for a two (2) year period beginning
after the expiration of the rights offering, at an exercise price of $4.00 per
share.
If the
rights offering for the Units is fully subscribed, then the gross proceeds of
the offering will be approximately $19 million. The rights offering will also
include an over-subscription privilege, that will entitle a stockholder who
exercises all of their basic subscription privilege the right to purchase
additional shares of common stock that remain unsubscribed at the expiration of
the rights offering, subject to the availability and pro rata allocation of
shares among stockholders exercising their over-subscription right.
If the
Company receives valid subscriptions for all of the Units available under the
rights offering, then the gross proceeds of the offering will be approximately
$19 million, before offering related expenses which the Company estimates should
not exceed $150,000. This figure does not include proceeds, if any, from any
future exercise, if any, of the Warrants included in the Units.
The
rights offering will be conducted via an existing effective shelf registration
statement. On October 4, 2010, the Company began mailing rights offering
materials, including a prospectus supplement and a subscription rights
certificate, to stockholders of record on the record date of September 28, 2010.
The proceeds from the rights offering are expected to be used to further Zion's
oil and gas exploration program and, depending on the amounts raised, implement
its plans to establish a drilling company to acquire control of the rig
currently being used in its drilling and for general corporate
purposes.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
4.1 Form
of Warrant included in the Units
4.2 Form
of Non-transferable Subscription Certificate to purchase Units
4.3 Warrant
Agreement dated as of September 28, 2010 between Zion Oil & Gas Inc, and
Registrar and Transfer Company, as Warrant Agent
5.1 Opinion
of Aboudi & Brounstein regarding the validity of the Units, the Common Stock
and Warrants included in the Units and the shares of Common Stock issuable upon
exercise of the Warrant.
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.
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Zion
Oil and Gas, Inc.
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Date: October
4, 2010
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By:
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/s/ Richard
J. Rinberg
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Richard
J. Rinberg
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Chief
Executive Officer
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