UNITED
STATES
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): September
9, 2005
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
|
000-29187-87
|
76-0415919
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number) Identification No.)
|
(I.R.S.
Employer
|
|
1000
Louisiana Street
Suite
1500
Houston,
Texas
|
77002
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant’s
telephone number, including area code: (713)
328-1000
N/A
(Former
name or former address, if changed since last report.)
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:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
7.01 Regulation
FD Disclosure.
Carrizo
Oil & Gas, Inc. filed a universal shelf registration statement on Form S-3
(the “Registration Statement”) with the Securities and Exchange Commission on
September 9, 2005. The filing of the Registration Statement is intended to
provide us with enhanced flexibility in the public offering of our securities.
When declared effective, the Registration Statement will permit us,
in one
or more offerings from time to time, to offer and sell up to $250,000,000
aggregate amount of our common stock, preferred stock, warrants, senior debt
securities and junior debt securities. We have no current plans to sell our
securities covered by the Registration Statement. At the time we offer any
of
our securities covered by the Registration Statement for sale, we will prepare
and file a prospectus supplement containing specific information about the
terms
of any such offering.
A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This shall not constitute an
offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of
these securities in any State in which such offer, solicitation or sale would
be
unlawful prior to registration or qualification under the securities laws of
any
such State. When available, a written prospectus meeting the requirements of
Section 10 of the Securities Act of 1933 may be obtained from Carrizo Oil &
Gas, Inc., Attention: Investor Relations, 1000 Louisiana Street, Suite 1500,
Houston, Texas 77002.
Statements
in this report, including but not limited to statements regarding our intent
with respect to sales of our securities, effect of the Registration Statement
and other statements that are not historical facts are forward looking
statements that are based on current expectations. Although the Company believes
that its expectations are based on reasonable assumptions, it can give no
assurance that these expectations will prove correct. Important factors that
could cause actual results to differ materially from those in the forward
looking statements include our current plans with respect to future events
and
financial performance and general market conditions.
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.
By:
/s/
S.P. Johnson, IV
Name: S.P.
Johnson, IV
Title: President
and Chief Executive Officer
Date: September
9, 2005