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
18, 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
|
(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
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
3.02 Unregistered
Sales of Equity Securities.
On
July
31, 2006, Carrizo Oil & Gas, Inc., a Texas corporation (the “Company” or
“we”), completed its previously announced sale of an aggregate of 1.35 million
shares of the Company’s common stock, par value $0.01 per share (“Common
Stock”), to institutional investors at a price of $26.00 per share in a private
placement (the “Private Placement”). The number of shares sold was approximately
5.4% of the fully diluted shares outstanding before the offering. The net
proceeds of the Private Placement, after deducting placement agents’ fees but
before paying offering expenses, were approximately $33,696,000. In
issuing the shares of Common Stock, we relied on the exemption from registration
provided by Section 4(2) of the Securities Act for transactions not involving
a
public offering.
Effective
July 18, 2006, the Company entered into an agreement with a third-party
corporation to acquire approximately 800 net acres in the Barnett Shale play
located in Wise County, Texas in exchange for 2,000 shares of Common
Stock.
In
issuing the shares of Common Stock, we relied on the exemption from registration
provided by Section 4(2) of the Securities Act for transactions not involving
a
public offering.
Any
securities described in this report that have been offered or are to be offered
have not been registered under the Securities Act and may not be offered or
sold
in the United States absent registration or an applicable exemption from
registration requirements.
_______________________________
Certain
statements in this Current Report, including without limitation those relating
to the use of the proceeds of the Private Placement, the effects of our private
placement 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 results of operations, market conditions, issues
regarding timing and effectiveness of our registration statement and other
risks
described in the Company’s Form 10-K/A for the year ended December 31, 2005 and
its other filings with the Securities and Exchange Commission.
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 31, 2006