As filed with the Securities and Exchange Commission on June 22, 2007
Registration No. 333-131275
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933ZION OIL & GAS, INC.
(Name of Small Business Issuer in its Charter)
|
Delaware |
1382 |
20-0065053 |
|
(State or Jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
|
Incorporation or Organization) |
Classification Code Number) |
Identification No.) |
6510 Abrams Road, Suite 300, Dallas, Texas 75231
(214) 221-4610
(Address and Telephone Number of Principal Executive Offices)
15 Bareket St., Caesarea Industrial Park, 38900 Israel
+972 (0) 46 23 14 25
(Address of principal place of business or intended principal place of business)
The Corporation Trust Company
1209 Orange Street, Wilmington, Delaware 19801, (302) 658-7581
(Name, Address and Telephone Number of Agent for Service)
COPIES TO:
|
Alice A. Waters, Esq. |
Virginia K. Sourlis, Esq. |
NOTICE OF TERMINATION OF OFFERING
AND
REMOVAL OF SECURITIES FROM REGISTRATION
Registrant filed a registration statement with the Securities and Exchange Commission on January 25, 2006 (Registration No. 333-131275), which was declared effective on September 26, 2006. Pursuant to the registration statement, registrant registered 2,672,200 shares of its common stock, including (i) 150,000 shares that were gifted by certain of registrant's shareholders to specific individuals and entities after the registration statement was declared effective and (ii) 521,200 shares of common stock underlying outstanding warrants that expired on December 31, 2006.
Registrant terminated its offering on May 25, 2007. In the aggregate, registrant accepted subscriptions in a total amount of $12,644,345 (of which $12,220,579 were cash and $423,766 were debt conversion) and, in consideration therefor issued 1,806,335 shares of its common stock.
Pursuant to an undertaking registrant made in Item 28(3) of the registration statement, registrant hereby removes from registration 441,058 shares of common stock of the registrant that were not sold, of which 247,393 were shares underlying warrants that were not exercised and that expired on December 31, 2006.
Item 27. Exhibits
The following documents are filed as exhibits to this registration statement:
|
Exhibit Number |
Description |
|
1.1* |
Amended and Restated Underwriting Agreement |
|
3.1* |
Amended and Restated Certificate of Incorporation of Zion Oil & Gas, Inc. |
|
3.2* |
Amended and Restated Bylaws of Zion Oil & Gas, Inc. |
|
4.1* |
Specimen Certificate for Zion Common Stock, par value $.01 per share |
|
4.2* |
2005 Stock Option Plan |
|
5.1* |
Opinion of Alice A. Waters, Attorney at Law, regarding legality of securities being registered |
|
8.1* |
Opinion of Ray, Cho, Wiley, Van Brauman & Gibson, LLPC, regarding Israeli tax impact to United States Shareholders |
|
8.2* |
Due diligence report of Forrest A. Garb & Associates |
|
8.3* |
Valuation report of Hill, Schwartz, Spilker, Keller, LLC |
|
9.1* |
Stockholders' and Voting Agreement (with John M. Brown) |
|
9.2* |
Stockholders' and Voting Agreement (with Ralph DeVore) |
|
9.3* |
2005 Stockholders' and Voting Agreements |
|
9.4* |
Rinberg - Brown Voting Agreement |
|
10.1* |
Ma'anit-Joseph License, as extended and supplemented |
|
10.2* |
Asher Preliminary Permit |
|
10.3* |
Escrow Agreement |
|
10.5* |
Employment Agreements with Executive Officers |
|
16.1* |
Letter on Change in Certifying Accountant |
|
23.1* |
Consent of Alice A. Waters, Attorney at Law (included in the opinion filed as Exhibit 5.1 to this registration statement) |
|
23.2* |
Consent of Lane Gorman Trubitt, L.L.P. |
|
23.3* |
Consent of Ray, Cho, Wiley, Van Brauman & Gibson, LLPC |
|
23.4* |
Consent of Forrest A. Garb & Associates, Inc. |
|
23.5* |
Consent of Hill, Schwartz, Spilker, Keller, LLC. |
|
23.6* |
Consent of KPMG--Somekh Chaikin |
|
24.1 |
Powers of Attorney |
_______________________
* Previously filed
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this Post-Effective Amendment No.1 to the Registration Statement on Form SB-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on June 22, 2007.
|
|
ZION OIL & GAS, INC. (Registrant) |
|
By: /s/ Richard Rinberg Richard J. Rinberg |
By: /s/ Martin Van Brauman Martin Van Brauman |
In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
|
Signature |
Title |
Date |
|
|
* |
Chairman of the Board and Director |
June 22, 2007 |
|
|
John M. Brown |
|||
| /s/ Richard Rinberg |
Chief Executive Officer and Director |
June 22, 2007 |
|
|
Richard Rinberg |
|||
|
* |
President and Director |
June 22, 2007 |
|
|
Glen H. Perry |
|||
|
* |
Executive Vice President and Director |
June 22, 2007 |
|
|
Philip Mandelker |
|||
|
* |
Vice President and Director |
June 22, 2007 |
|
|
William H. Avery |
|||
|
* |
Director |
June 22, 2007 |
|
|
Paul Oroian |
|||
|
* |
Director |
June 22, 2007 |
|
|
Kent Siegel |
|||
|
* |
Director |
June 22, 2007 |
|
|
Robert Render |
|||
|
* |
Director |
June 22, 2007 |
|
|
James Barron |
|||
|
* |
Director |
June 22, 2007 |
|
|
Yehezkel Druckman |
|||
|
* |
Director |
June 22, 2007 |
|
|
Forrest A. Garb |
|||
* By: /s/ Richard Rinberg
Richard J. Rinberg, Attorney-in-Fact