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): JULY 13, 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 (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
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
NOT APPLICABLE
(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. (the "Company" or "we") filed a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission on July 13, 2005 related to the right to resell shares of
the Company's common stock held by: (1) certain institutional investors who
purchased an aggregate of 1.2 million shares of common stock in a private
placement in June 2005 and (2) certain of the Company's founding shareholders
along with two other small investors (collectively, "Founding Shareholders").
The Company was required to file the Registration Statement under the terms of a
registration rights agreement with the institutional investors in the
aforementioned private placement. The Founding Shareholders, in turn, exercised
their right under prior registration rights agreements to also include their
shares of common stock in the Registration Statement. Steven A. Webster, the
Company's Chairman of the Board, and S.P. Johnson IV, the Company's President
and Chief Executive Officer, collectively hold a majority of the shares to be
registered by the Founding Shareholders but have expressly stated that they have
no present intent to sell shares of common stock.
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.
Statements in this report, including but not limited to statements
regarding the intent of certain founding shareholders with respect to sales of
common stock, 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 the plans of
shareholders 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.
CARRIZO OIL & GAS, INC.
By: /s/ Paul F. Boling
---------------------------------------
Name: Paul F. Boling
Title: Vice President and
Chief Financial Officer
Date: July 14, 2005