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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 August, 1996
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 Material Events
A. Youval Ran has been elected President and Daniel Avner has been
elected Secretary of the Corporation.
B. The Company has entered into a three (3) year Consulting
Agreement with Youval Ran, providing for an annual compensation of $144,000,
payable in monthly payments of $12,000. The Agreement can be terminated on
three (3) month's notice.
Item 7. Exhibits
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Exhibit A - Consulting Agreement for Youvan Ran.
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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)
August 7, 1996 By: /s/ Haim Tsuff
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(date) Haim Tsuff
Chairman of the Board
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EXHIBIT INDEX
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Exhibit 99.A Consulting Agreement for Youvan Ran
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EXHIBIT A
AGREEMENT made as of the 1st day of August, 1996 between Isramco,
Inc., with offices at 800 Fifth Avenue, Suite 21-D, New York, New York 10021
(the "Company") and Youval Ran, residing at 9 Barazani Street, Ramat Aviv
Gimel, Israel ("Consultant").
WHEREAS, the Company is presently actively engaged in the business of
oil and gas exploration in Israel; and
WHEREAS, the Company desires to retain the services of Consultant and
Consultant desires to perform services for the Company hereinafter under the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, Consultant and the Company hereby agree as follows:
1. Consulting Services. The Company hereby engages Consultant
and Consultant hereby agrees to make himself available to render at the request
of the Company, certain independent advisory and consulting services to the
best of his ability in compliance with all applicable laws, the Company's
Articles of Incorporation and By-laws and under the terms and conditions
hereof. Services rendered by Consultant hereunder may be made via telephone
and via correspondence. It is understood that the services rendered shall be
upon the request of the Company and shall be rendered at such time, in such
manner and at such places as shall be reasonably convenient and consistent with
Consultant's other business and personal commitments.
2. Compensation. In consideration of Consultant's promise to
perform the services for the Company as provided for in Section 1 hereof and as
an inducement to enter into this Agreement, the Company shall pay to
Consultant, an annual consulting fee of One Hundred Forty-Four Thousand
($144,000) Dollars payable in installments of Twelve Thousand ($12,000) Dollars
per month. All monthly payments shall be paid on or before the tenth (10th)
day of each month with the first payment due August 1, 1996.
3. Expenses. Consultant shall be reimbursed for all reasonable
business expenses incurred by him during the Consulting Term (as hereinafter
defined) in the performance of his services hereunder in compliance with the
existing policies of the Company relating to reimbursement of such expenses.
Consultant is required to submit sufficient documentation of expenditures.
4. Independent Contractor. It is expressed, understood and
agreed that Consultant is acting as an independent contractor in performing his
services hereunder. The Company shall carry no workmen's compensation
insurance or any accident insurance to cover Consultant. The Company shall not
pay any contribution to social security, employment insurance, federal and
state withholding taxes.
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5. Term. This Agreement shall be in full force and effect for
the period commencing August 1, 1996 and continuing up to and through July 31,
1999 (the "Consulting Term").
6. Death and Disability. If Consultant during the term of this
Agreement is unable to perform services by reason of illness or incapacity, the
compensation to Consultant shall nevertheless continue at his present rate for
the duration of the Consulting Term, unless terminated pursuant to Article 7
hereof. If Consultant dies during the term of this Agreement, the compensation
payable pursuant to Section 2 hereof shall continue for a period of one (1)
year from Consultant's death.
7. Termination. This Agreement may be terminated by the Company
at any time on ninety (90) day's written notice to Consultant. In the event
this Agreement is terminated by the Company, Consultant shall not be entitled
to any severance payment. This Agreement may be terminated at will by
Consultant upon thirty (30) days' prior written notice to the Company.
8. Severability. With respect to any provision of this Agreement
finally determined by a court of competent jurisdiction to be unenforceable,
Consultant and the Company hereby agree that such court shall have jurisdiction
to reform such provision so that it is enforceable to the maximum extent
permitted by law, and the parties agree to abide by such court's determination.
In the event that any provision of this Agreement cannot be reformed, such
provision shall be deemed to be severed from this Agreement, but every other
provision of this Agreement shall remain in full force and effect.
9. Binding Effect; Assignment. The terms and provisions of this
Agreement shall be binding on and inure to the benefit of Consultant, the
Company and their respective heirs, executors, administrators, legal
representatives, successors and assigns. This Agreement shall require the
personal services of Consultant and consequently, Consultant may not assign,
pledge or encumber in any way all or part of his obligations under this
Agreement without the prior written consent of the Company. The Company may
assign its rights and obligations hereunder without the consent of Consultant.
Notwithstanding the foregoing, the Company shall continue to act as a guarantor
of its obligations hereunder.
10. No Modification. No agreement, modification, or waiver or any
provision of this Agreement, nor consent to any departure therefrom shall be
effective unless the same shall be in writing and signed by the parties hereto.
11. Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of New York.
12. Notices. All notices, consents, demands, requests, approvals
and other communications which are required or may be given hereunder shall be
in writing and be deemed to have been given, delivered or mailed, registered or
certified, first class postage prepaid and/or telefax as follows:
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If to Consultant:
Mr. Youval Ran
If to Company:
Isramco, Inc.
Isramco - Israel Branch
Shavit House
4 Raoul Wallenberg Street
Tel Aviv 69174 Israel
With a copy to:
David Malkin, Esq.
460 Park Avenue
New York, New York 10022
13. Captions. The Section headings of this Agreement are included
for convenience only and shall not constitute a part of this Agreement in
construing or interpreting any provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this instrument as of the day and year first above written.
Isramco, Inc.
By:s/Haim Tsuff
s/Youval Ran
Youval Ran (Consultant)
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