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): April 3,
2006
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)
|
(I.R.S.
Employer 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
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On
April
7, 2006, Carrizo Oil & Gas, Inc. (the “Company”) issued a press release
announcing that it had received a letter on April 3, 2006 from The Nasdaq Stock
Market indicating that as a result of the Company’s failure to timely file with
the Securities and Exchange Commission its Annual Report on Form 10-K for the
year ended December 31, 2005 (“2005 Form 10-K”), the Company is not in
compliance with the Nasdaq requirements for continued listing set forth in
Nasdaq Marketplace Rule 4310(c)(14). Nasdaq Marketplace Rule 4310(c)(14)
requires the Company to make on a timely basis all filings with the Securities
and Exchange Commission (“SEC”), as required by the Securities Exchange Act of
1934, as amended.
The
Company expects to file its 2005 Form 10-K prior to the April 10, 2006 deadline
(the date that is seven calendar days after the date of receipt of the notice
of
delisting) set by Nasdaq for delisting the Company’s shares, and the Company
believes that such filing will terminate the procedure for the delisting of
the
shares. Alternatively, if the Company does not file its 2005 Form 10-K before
such deadline, the Company intends to appeal the Nasdaq Staff’s determination by
requesting a hearing before the Nasdaq Listing Qualifications panel, which
will
automatically stay the delisting of the Company’s shares pending the Panel’s
review and determination. Until the Panel issues a determination, the Company’s
shares will continue to be traded on The Nasdaq National Market. As previously
announced, the delay is related to a restatement of the Company’s financials for
2004 and the first three quarters of 2005.
Statements
in this report, including but not limited to the Company’s or management’s
intentions, beliefs, expectations, hopes, projections, assessment of risks,
estimations, plans or predictions for the future, including the timing of
filings with the SEC 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 delays and uncertainties that may be
encountered in connection with the restatement, final audits and reviews by
the
Company and its auditors and other risks described in the Company’s Form 10-K
for the year ended December 31, 2004 and its other filings with the SEC. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual outcomes may vary materially from those
indicated. Investors should not place undue reliance on forward-looking
statements. Each forward-looking statement speaks only as of the date of the
particular statement and the Company undertakes no duty to update any forward
looking statement.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
|
Description
|
|
99.1
|
|
Press
Release dated April 7, 2006
|
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: April 7, 2006