Zion Oil & Gas, Inc. was founded by John M. Brown in April 2000 for the purpose of exploring for oil and gas in Israel and helping Israel to become an energy independent country. The company’s founding was the culmination of a 14 year process that began during Brown’s inspirational visit to Israel in 1985. Our certificate of incorporation provided for the authorization of 20,000,000 shares of common stock, par value $.01 per share. In 2008, the authorized share capital was increased to 30,000,000 shares and in 2009, the authorized share capital was further increased to 50,000,000 shares. As of August 9, 2010, our issued and outstanding capital securities consist of 21,220,515 shares of common stock. As of June 30, 2010, we have reserved 1,516,679 shares of common stock for the exercise of warrants and options to employees and non-employees
Following the initial closing of our Initial Public Offering (IPO) on December 29, 2006, our common stock was listed for trading on the American Stock Exchange (AMEX, and later the NYSE Amex) with the trading symbol ZN. Our IPO remained open through May 26, 2007 when it was terminated following the sale of 1,806,335 shares of our common stock at $7.00 per share. Officers of Zion rang the bell at the American Stock Exchange on January 3, 2007, the first trading day in 2007.
Zion raised over $12.6 million in its IPO and subsequently, in a follow-on $10-unit offering, that closed in January 2009, raised a further $6.6 million. In June 2009, Zion completed its first $5 rights offering of stock to investors and raised a further $21 million and in December 2009 completed its second $5 rights offering of stock to investors and raised an additional $18 million. In July 2010, Zion completed its third rights offering, raising $12.4 million. The offerings, taken together as a whole, have raised in excess of $70 million.
From January 2007 to September 1, 2009, Zion Oil & Gas, Inc. (ticker: ZN) was publicly traded on the NYSE Amex. On September 2, 2009, Zion switched the listing of its common stock and common stock purchase warrants from the NYSE Amex to the NASDAQ Global Market (NGM) and to commemorate the occasion, Zion’s officers rang the opening bell at NASDAQ. Zion’s common stock trades under the symbol “ZN” and Zion’s warrants trade under the symbol “ZNWAW“.
Our shareholders are entitled to one vote per share on all matters submitted to a vote of shareholders. They are entitled to receive dividends if and when declared by the board of directors and to share ratably in any asset, distribution upon liquidation, dissolution or winding up.
As our shareholders do not have cumulative voting rights, the holders of more than half of all voting rights with respect to our common stock can elect all of our directors. The board of directors is able to fill any vacancy on the board of directors created by an expansion of the board or a resignation, subject to quorum requirements.
Except in the case of certain business combinations and amendments to our certificate of incorporation, all shareholder action is taken by vote of a majority of voting shares of our capital stock present at a meeting of shareholders at which a quorum (a majority of the issued and outstanding shares of the voting capital stock) is present in person or by proxy.
Certificate of Incorporation and Bylaws Provisions
The following summary describes provisions of our certificate of incorporation and bylaws which may have the effect of making more difficult or discouraging a tender offer, proxy contest or other takeover attempt that is opposed by our board of directors. These provisions include:
- restrictions on the rights of shareholders to remove directors;
- limitations against shareholders calling a Special Meeting of shareholders or acting by unanimous written consent in lieu of a meeting;
- requirements for advance notice of actions proposed by shareholders for consideration at meetings of the shareholders; and
- restrictions on business combination transactions with “related persons.”
Classified board of directors and removal
Our certificate of incorporation provides that the board of directors shall be divided into three classes, designated Class I, Class II and Class III, with the classes to be as equal in number as possible. The term of office of each class expires at the third Annual Meeting of Shareholders for the election of directors following the election of such class. Directors may be removed only for cause and only upon the affirmative vote of holders of at least two-thirds (66 2/3%) of our voting stock at a Special Meeting of shareholders called expressly for that purpose.
Our bylaws provide that shareholder action can be taken only at an Annual or Special Meeting of shareholders. Special Meetings of shareholders can be called only upon a resolution adopted by the board of directors. Moreover, the business permitted to be conducted at any Special Meeting of shareholders is limited to the business brought before the meeting under the Notice of Meeting given by us. These provisions may have the effect of delaying consideration of a shareholder proposal until the next Annual Meeting. These provisions would also prevent the holders of a majority of our voting stock from unilaterally using the written consent or Special Meeting procedure to take shareholder action.
Advance notice provisions for shareholder nominations and shareholder proposals. Our bylaws establish an advance notice procedure for shareholders to make nominations of candidates for election as directors or bring other business before a meeting of shareholders. The shareholder notice procedure provides that only persons who are nominated by, or at the direction of, the board of directors, or by a shareholder who has given timely written notice containing specified information to our secretary prior to the meeting at which directors are to be elected, will be eligible for election as our directors. The shareholder notice procedure also provides that at a meeting of the shareholders only such business may be conducted as has been brought before the meeting by, or at the direction of, the chairman of the board of directors, or in the absence of the chairman of the board, the chief executive officer, the president, or by a shareholder who has given timely written notice containing specified information to our secretary of such shareholder´s intention to bring such business before such meeting.
Our Nominating and Corporate Governance Committee has adopted (i) a formal written policy governing communications between shareholders and our board of directors and (ii) a policy regarding standards and qualifications applicable to all nominees to our board of directors, including board nominees proposed by shareholders. A copy of each of these documents can be found on our Corporate Governance page.
Our certificate of incorporation provides that we reserve the right to amend, alter, change, or repeal any provision contained in our certificate of incorporation, and all rights conferred to shareholders are granted subject to such reservation. The affirmative vote of holders of not less than four-fifths (80%) of our voting stock, voting together as a single class, is required to alter, amend, adopt any provision inconsistent with, or to repeal certain specified provisions of our certificate of incorporation. However, the four-fifths (80%) vote described in the prior sentence is not required for any alteration, amendment, adoption of inconsistent provision or repeal of the “business combination” provision which is recommended to the shareholders by two-thirds of our Disinterested Directors, and such alteration, amendment, adoption of inconsistent provision or repeal shall require the vote, if any, required under the applicable provisions of the Delaware General Corporation Law, our certificate of incorporation and our bylaws. In addition, our bylaws provide that shareholders may only adopt, amend or repeal our bylaws by the affirmative vote of holders of not less than two-thirds (66 2/3%) of our voting stock, voting together as a single class. Our bylaws may also be amended by the affirmative vote of two-thirds (66 2/3%) of our board of directors.