SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
(Amendment
No.1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
December
30, 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)
|
001-33228
|
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:
|
r
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
r
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
r
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
r
|
Pre-commencement
communications pursuant to 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Explanatory
Note:
This Form 8-K/A amends and restates
in its entirety the Form 8-K filed by Zion Oil & Gas, Inc. (the "Company")
on January 5, 2011 to revise the Form 8-K Item reference included therein. The
correct Form 8-K Item reference should have been “Item
1.01 Entry Into a Material Definitive Agreement.” Except to
correct the Item reference as noted above, the disclosure included within the
Company's Form 8-K filed on January 5, 2011 has not changed.
|
Item
1.01
|
Entry
into a Material Definitive
Agreement
|
On
December 30, 2010, Zion Oil & Gas, Inc. (the "Company") entered into a
sublease agreement (the “Sub Lease Agreement”) with Spectrum Dynamics (Israel)
Ltd. (the “Sub-lessor”) for the lease of office premises in Caesarea,
Northern Industrial Park, Israel. The lease for the Company’s current office
premises, which are also located in Caesarea in close proximity to new office
space, is due to expire on April 3, 2011.
The
Sublease Agreement provides for the rental of 517 square meters (including
common areas) in an office building. The sublease term is scheduled to begin on
April 3, 2011 and continue through March 31, 2014. Notwithstanding the
foregoing, the Sublease Lease Agreement term is expressly subject to the primary
lease agreement that the Sub Lessor has with the landlord of the premises and
such Sublease Lease Agreement term will expire upon the termination, for
whatever reason, of the primary lease. In addition, under the SubLease
Agreement, at the end of the initial 12 months of the sublease term, either the
Sub Lessor or the Company may, at its sole discretion upon the furnishing to the
other of written notice within seven days after the end of the initial 12 month
period, terminate the Sublease Agreement, whereupon the Company will be required
to vacate the subleased premises within six months of the giving of such notice.
The right to terminate early as described above shall also inure to each of the
Company and the Sub-lessor at the end of each of the 18th and
24th
month following the commencement of the Sublease Lease Agreement term. Under the
Sublease Agreement, the Company is authorized to further sublease all or part of
the subleased premises to a third party that is pre-approved by the
Sub-lessor.
Rent is
to be paid on a monthly basis in the base amount of approximately NIS 28,600 per
month (approximately $8,075 per month at the exchange rate in effect on the date
of this report). The Company is also obligated to pay all cost of living
adjustments, as well as its pro-rated portion of all taxes, utilities, insurance
and maintenance payments during the sublease term.
Under the
Sublease Agreement, the Company undertook to provide the Sub-lessor with a bank
guarantee for NIS 110,000 (approximately $31,055 at the exchange rate in effect
on the date of this report), such guarantee to expire three months after the
termination of the Sublease Agreement.
The
foregoing is a summary of certain material provisions of the Sublease Agreement
and is qualified in its entirety by reference to the full text of the English
Language translation of the Sublease Agreement, which will be filed as an
exhibit to the Company annual report on Form 10-K for the year ended December
31, 2010.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
None
|
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: January
6, 2011
|
By:
|
/s/ Richard
J. Rinberg
|
|
|
Richard
J. Rinberg
|
|||
|
Chief
Executive Officer
|
|||