isramco-8k11252008.htm
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
Date
of Report (Date of earliest event reported): November 17, 2008
ISRAMCO,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-12500
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13-3145265
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(State
or other Jurisdiction of Incorporation or
Organization)
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(Commission
File Number)
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I.R.S.
Employer Number
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4801
WOODWAY DRIVE SUITE 100E, HOUSTON, TEXAS 77056
(Address
of Principal Executive Offices) (Zip Code)
713-621-3882
(Registrant's
Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On
November 17, 2008, Isramco Inc. (the “Company”) and Goodrich Global Ltd.
(“Goodrich”), a company owned and controlled by Mr. Haim Tsuff, the Company's
Chairman of the Board of Directors and Chief Executive Officer, entered into an
Amended and Restated Agreement, as subsequently amended on November 24, 2008
(“Restated Agreement”). Under the Restated Agreement, the Company
pays to Goodrich $360,000 per annum in installments of $30,000 per month, in
addition to reimbursing Goodrich for all reasonable expenses incurred in
connection with services rendered on behalf of the Company. Goodrich
is entitled to receive, with respect to each completed fiscal year beginning
with the fiscal year scheduled to end on December 31, 2008, an amount in cash
equal to five percent (5%) of the Company’s pre-tax recorded profit (the
“Supplemental Payment”). The Supplemental payment is to be made within ten (10)
business days after the filing with the Securities and Exchange
Commission of the Company’s Annual Report on Form 10-K for such fiscal
year. For purposes of the Restated Agreement, “profit” means the pre
– tax recorded profit as specified in the Company’s annual report on Form 10-K,
but excluding unrealized gain or loss on derivative transactions.
The
Restated Agreement has an initial term through May 31, 2011; provided, that, the term of
the Restated Agreement will be deemed to have been automatically extended for an
additional three year period unless the Company furnishes Goodrich, by March 3,
2011, with written notice of its election to not extend the term of such
agreement. The Restated Agreement contains certain customary confidentiality and
non-compete provisions. If the Restated Agreement is terminated by the Company
other than for cause, then Goodrich is entitled to receive the equivalent of
payments due through the then remaining term of the agreement.
The
Restated Agreement is intended to replace the consulting agreement with Goodrich
that was in effect from May 1996 (as subsequently amended) through May
2008.
SIGNATURE
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.
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ISRAMCO
INC.
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Date:
November 25, 2008
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By:
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/s/ Haim
Tsuff
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Haim
Tsuff
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Chief
Executive Officer
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