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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
For the month of June, 1995
ISRAMCO, INC.
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(Exact name of registrant as specified in charter)
Delaware
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(State of Incorporation)
800 Fifth Avenue, New York, New York 10021 Suite 21-D
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(Address of principal executive offices)
212-888-0200
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(Telephone number)
0-12500 13-3145265
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Commission File No. IRS Employer ID No.
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Item 5. Other Events
A. The Company has entered into an Option Agreement with M.H.
Meyerson & Co., Inc. (attached hereto as Exhibit A). Pursuant to this
Option Agreement, the Company granted to M.H. Meyerson & Co., Inc. an
option to acquire 500,000 shares of the Company's Common Stock, par
value $.01 per share at an option price of $2.00 for each share,
exercisable for a period of one year. This option replaces the option
previously held by M.H. Meyerson & Co., Inc. which expired March 16,
1995.
B. The Company has granted a Non-Statutory Stock Option to
Hillel Peled for 20,000 shares of the Company's Common Stock, par value
$.01 per share at an option price of $2.31 for each share, exercisable
any time through August 16, 2003 and the Company has also granted a
Non-Statutory Stock Option to Hillel Peled for 30,000 shares of the
Company's Common Stock, par value $.01 per share at an option price of
$1.37 for each share, exercisable any time through December 26, 1996
(attached hereto as Exhibit B). The options for Hillel Peled replace
options which terminated when Mr. Peled resigned as a member of the
Board of Directors.
Item 7. Exhibits
Exhibit A - Option Agreement between the Company and M.H.
Meyerson & Co., Inc.;
Exhibit B - Non-Statutory Stock Options between the Company and
Hillel Peled.
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 hereunto duly authorized.
Isramco, Inc.
(registrant)
June 21, 1995 By: /s/ JOSEPH ELMALEH
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(date) Joseph Elmaleh
Chairman of the Board
Chief Executive Officer
Chief Financial Officer
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EXHIBIT INDEX
Exhibit A - Option Agreement between the Company and M.H.
Meyerson & Co., Inc.;
Exhibit B - Non-Statutory Stock Options between the Company and
Hillel Peled.
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OPTION AGREEMENT
OPTION AGREEMENT made this 24th day of March, 1995 between ISRAMCO, INC.,
a Delaware Corporation, (the "Company"), and, M.H. MEYERSON & CO., INC., (the
"Optionee"), with offices at 30 Montgomery Street, Jersey City, New Jersey
07302.
The Company hereby grants to Optionee an option to acquire 500,000 shares
of the Company's Common Stock, par value $.01 per share to the Optionee at the
price and in all respects subject to the terms, definitions and provisions of
this Agreement (the "Option").
1. Option Price. The Option price is $2.00 for each share.
2. Exercise of Option. This Option shall be exercisable by Optionee
during the period of one (1) year from the date hereof in accordance with the
terms hereof.
3. Nontransferability of Option. This Option may not be transferred in
any manner, except to M.H. Meyerson and its officers and directors designated
by M.H. Meyerson, provided, however, that the number of holders shall not
exceed six (6) persons. The terms of this Option shall be binding upon the
executors, administrators, heirs and successors and assigns of the Optionee.
4. Common Stock. Optionee acknowledges that the shares common stock
underlying the Option have not been registered under the Securities Act of
1933, as amended (the "Act"). As a condition to the exercise of this Option,
the person who shall exercise this Option shall represent and agree that any
and all shares acquired under the Option are being purchased for investment an
not with a view to public resale or the distribution thereof and that such
shares may not be sold, transferred, pledged, hypothecated, alienated or
otherwise assigned or disposed of without either registration under the Act,
qualification under and exemption provided by Regulation A promulgated
pursuant to the Act, or an opinion of counsel which opinion is satisfactory to
the Company to the effect that such registration or qualification is not
required.
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5. Services. M.H. Meyerson & Co., Inc. during the term of this
Agreement shall perform those financial consulting, public relations and other
investment banking services (the "Services") as requested by the Company
during the term of this Agreement. Such Services shall be performed at such
times and in such manner as the Company and M.H. Meyerson & Co., Inc. may
mutually agree. During the term of this Agreement, M.H. Meyerson & Co., Inc.
shall expend a minimum of Twenty-Five Thousand ($25,000) Dollars in non-
reimbursable out-of-pocket expenses in connection with rendering such Services
to the Company. These Services shall be exclusively for the benefit of the
Company, shall be identifiable and shall not include any legal costs incurred
by M.H. Meyerson & Co., Inc. for reviewing press releases or other published
material of the Company in connection with M.H. Meyerson & Co., Inc.
performing such Services.
6. Valuation Letter. M.H. Meyerson & Co., Inc. shall submit to the
accountants of the Company a valuation letter setting forth the value of the
Option on the date of its grant.
7. Independent Relationship. It is recognized by the parties to this
Agreement that M.H. Meyerson & Co. and M.H. Meyerson, in performing services
under this Agreement are independent contractors and are not acting as agents
on behalf of the Company. Making any statements concerning the Company to any
person not a party to the Agreement, M.H. Meyerson & Co. and M.H. Meyerson
shall not attribute any such statements to the Company or to any person
associated with the Company, unless: (i) such statement has been made by the
Company in a press release or a filing with any securities regulatory
authority; or (ii) the attribution of such statement to the Company by M.H.
Meyerson or M.H. Meyerson & Company has been specifically approved by the
Company's Chairman of the Board and/or the Company's legal counsel.
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8. Registration Rights. The holders of 100% of the shares covered by
this Stock Option (the "100% Owners") may on one occasion only during the term
of this Agreement, request that the Company file a registration statement
under the Securities Act of 1933, as amended (the "Act") to permit a public
offering of all of the shares exercised under this Option upon the following
conditions:
(i) If the 100% Owners give notice to the Company of their
desire to have a public offering then, within a reasonable
time period, upon receipt of such notice, subject to the
provisions of this paragraph, the Company will cooperate
with 100% Owners in the filing of a registration
statement, provided, (a) such 100% Owners shall promptly
furnish to the Company all appropriate information in
connection therewith and (b) shall bear all fees,
commissions, legal costs and other related costs and
expenses associated with the preparation of such
registration statement by the Company and its legal
counsel.
(ii) The Company shall have the right to reject or delay the
request of the 100% Owners in the event the Company
believes in its sole discretion, that the filing of such
registration statement would conflict with or interfere
with transactions presently pending or being contemplated
by the Company or a pending or contemplated registration
by the Company of securities for its own account or for
other selling security holders. In such event, the
Company shall notify the 100% Owners of its decision to
reject or delay the filing of said registration statement
until a more appropriate time, all in the sole discretion
of the Company.
(iii) The 100% Owners will provide the Company, its officers
and its directors with appropriate indemnification and
will hold the Company, its officers and directors
harmless as to any losses, claims, damages or
liabilities to which the Company or any such officer or
director may be subject under the Act or otherwise
arising out of said registration statement.
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9. Resolution of Disputes. Any dispute or disagreement which should
arise under, or as a result of, or which is in any way related to, the
interpretation, construction or application of this Agreement will be
determined by the Board of Directors of the Company. Any determination made
thereunder shall be final, binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year above written.
ISRAMCO, INC.
By:
--------------------------
M.H. MEYERSON & CO., INC.
By:
--------------------------
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NON-STATUTORY STOCK OPTION AGREEMENT
NON-STATUTORY STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement", made as of the 24th day of March, 1995 between
ISRAMCO, INC., a Delaware Corporation, (the "Company"), and, HILLEL PELED (the
"Optionee"), residing at ___________________________________.
The Company hereby grants an option on 20,000 shares of Common Stock of
the Company, par value $.01 per share ("Common Stock") to the Optionee at the
price and in all respects subject to the terms, definitions and provisions of
this Agreement.
1. Option Price. The option price is $2.31 for each share.
2. Exercise of Option. This Option shall be exercisable by Optionee at
any time from time to time during the period commencing on the date hereof and
ending August 16, 2003 in accordance with the terms of this Agreement as
follows:
(i) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(a) state the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person
in whose name the stock certificate or certificates for such
shares of Common Stock is to be registered, his address and
Social Security Number; and
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's counsel;
and
(c) be signed by the person or persons entitled to exercise
the Option.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check, and shall be delivered with the notice of exercise. The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
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(ii) Restrictions on Exercise. As a condition to his exercise
of this Option, the Company may require the Optionee to make any
representation and warranty to the Company as may be required by any
applicable law or regulation.
3. Nontransferability of Option. This Option may not be transferred in
any manner.
4. Common Stock. The Optionee acknowledges that all of the Common Stock
being offered to Optionee has not been registered under the Securities Act of
1933 (the "Act"), as amended and such Common Stock may not be sold,
transferred, pledged, hypothecated, alienated, or otherwise assigned or
disposed of without either registration under such Act, qualification under
the exemption provided by Regulation A promulgated pursuant to such Act, or an
opinion of counsel which opinion is satisfactory to the Company to the effect
that such registration or qualification is not required.
5. Adjustments Upon Changes in Capitalization. If all or any portion of
the Option is exercised subsequent to any stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization, or other similar
change or transaction of or by the Company, as a result of which shares of any
class shall be issued in respect of outstanding shares of the class covered by
the Option or shares of the class covered by the Option shall be changed into
the same or a different number of shares of the same or another class or
classes, the person or persons so exercising such an Option shall receive, for
the aggregate option price payable upon such exercise of the Option, the
aggregate number and class of shares equal to the number and class of shares
he would have had on the date of exercise had the shares been purchased for
the same aggregate price at the date the Option was granted and had not been
disposed of, taking into consideration any such stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization, or other similar
change or transaction; provided, however, that no fractional share shall be
issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not issued.
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6. Notices. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each
notice shall be deemed to have been given on the date it is received. Each
notice to the Company shall be addressed to it at its principal office, now at
800 Fifth Avenue, New York, New York, 10021, attention of the Secretary. Each
notice to the Optionee or other person or persons at the Optionee's address
set forth in the heading of this Agreement. Anyone to whom a notice may be
given under this Agreement may designate a new address by notice to that
effect.
7. Benefits of Agreement. This Agreement shall inure to the benefit of
and be binding upon each successor of the Company. All obligations imposed
upon the Optionee and all rights granted to the Company under this Agreement
shall be binding upon the Optionee's heirs, legal representatives, and
successors.
8. Resolution of Disputes. Any dispute or disagreement which should
arrive under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board
of Directors of the Company. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.
9. Replacement Option. Optionee acknowledges that the option granted
hereunder replaces the option granted to Optionee on August 17, 1993, which
option has terminated.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year above written.
ISRAMCO, INC.
By:
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----------------------------------
HILLEL PELED
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NON-STATUTORY STOCK OPTION AGREEMENT
NON-STATUTORY STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement", made as of the 24th day of March, 1995 between
ISRAMCO, INC., a Delaware Corporation, (the "Company"), and, HILLEL PELED (the
"Optionee"), residing at ___________________________________.
The Company hereby grants an option on 30,000 shares of Common Stock of
the Company, par value $.01 per share ("Common Stock") to the Optionee at the
price and in all respects subject to the terms, definitions and provisions of
this Agreement.
1. Option Price. The option price is $1.37 for each share.
2. Exercise of Option. This Option shall be exercisable by Optionee at
any time from time to time during the period commencing on the date hereof and
ending December 26, 1996 in accordance with the terms of this Agreement as
follows:
(i) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(a) state the election to exercise the Option, the number
of shares in respect of which it is being exercised, the
person in whose name the stock certificate or certificates
for such shares of Common Stock is to be registered, his
address and Social Security Number; and
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel; and
(c) be signed by the person or persons entitled to
exercise the Option.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check, and shall be delivered with the notice of exercise. The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
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(ii) Restrictions on Exercise. As a condition to his exercise
of this Option, the Company may require the Optionee to make any
representation and warranty to the Company as may be required by any
applicable law or regulation.
3. Nontransferability of Option. This Option may not be transferred in
any manner.
4. Common Stock. The Optionee acknowledges that all of the Common Stock
being offered to Optionee has not been registered under the Securities Act of
1933 (the "Act"), as amended and such Common Stock may not be sold,
transferred, pledged, hypothecated, alienated, or otherwise assigned or
disposed of without either registration under such Act, qualification under
the exemption provided by Regulation A promulgated pursuant to such Act, or an
opinion of counsel which opinion is satisfactory to the Company to the effect
that such registration or qualification is not required.
5. Adjustments Upon Changes in Capitalization. If all or any portion of
the Option is exercised subsequent to any stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization, or other similar
change or transaction of or by the Company, as a result of which shares of any
class shall be issued in respect of outstanding shares of the class covered by
the Option or shares of the class covered by the Option shall be changed into
the same or a different number of shares of the same or another class or
classes, the person or persons so exercising such an Option shall receive, for
the aggregate option price payable upon such exercise of the Option, the
aggregate number and class of shares equal to the number and class of shares
he would have had on the date of exercise had the shares been purchased for
the same aggregate price at the date the Option was granted and had not been
disposed of, taking into consideration any such stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization, or other similar
change or transaction; provided, however, that no fractional share shall be
issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not issued.
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6. Notices. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each
notice shall be deemed to have been given on the date it is received. Each
notice to the Company shall be addressed to it at its principal office, now at
800 Fifth Avenue, New York, New York, 10021, attention of the Secretary. Each
notice to the Optionee or other person or persons at the Optionee's address
set forth in the heading of this Agreement. Anyone to whom a notice may be
given under this Agreement may designate a new address by notice to that
effect.
7. Benefits of Agreement. This Agreement shall inure to the benefit of
and be binding upon each successor of the Company. All obligations imposed
upon the Optionee and all rights granted to the Company under this Agreement
shall be binding upon the Optionee's heirs, legal representatives, and
successors.
8. Resolution of Disputes. Any dispute or disagreement which should
arrive under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board
of Directors of the Company. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.
9. Replacement Option. Optionee acknowledges that the option granted
hereunder replaces the option granted to Optionee on December 27, 1991, which
option has terminated.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year above written.
ISRAMCO, INC.
By:
--------------------------------
-----------------------------------
HILLEL PELED
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