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 18, 2005
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Texas 000-22915 76-0415919
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 18, 2005, based on the recommendation of the Compensation
Committee, the Board of Directors of Carrizo Oil & Gas, Inc. (the "Company")
approved the terms of compensation to be paid to each director not employed by
the Company or any of its subsidiaries (an "Outside Director") in respect of his
service on the Board for the 2005-2006 director term.
Each Outside Director will receive an annual retainer for the 2005-2006
director term of $10,000 per year plus compensation of $2,500 per regular
meeting attended ($1,000 if attended via telephone), $1,000 per special meeting
attended ($500 if attended via telephone) and $1,000 per committee meeting
attended ($500 if attended via telephone). The Chairmen of the Audit,
Compensation and Nominating Committees will receive an additional retainer of
$12,500, $6,000 and $2,500, respectively. Non-chairman members of the Audit
Committee and the Compensation Committee will receive an annual retainer of
$7,500 and $4,000 per annual term, respectively.
Each continuing Outside Director, except Steven A. Webster, will receive
1,000 shares of restricted stock, and the non-chairman members of the Audit and
Compensation Committees will receive an additional 1,500 and 1,000 shares of
restricted stock, respectively. The grants will be made under the Company's
Incentive Plan (the "Incentive Plan"). Subject to shareholder approval of an
amendment to the Incentive Plan at the 2005 Annual Meeting of Shareholders,
expected to be held on May 10, 2005, the Chairmen of the Audit, Compensation and
Nominating Committees will receive an additional 2,500, 1,500 and 1,500 shares
of restricted stock, respectively, except Mr. Webster will not receive the award
for the Nominating Committee Chairman. Mr. Webster will not receive the awards
mentioned above which he would otherwise be entitled in light of the consulting
agreement between the Company and an entity owned by Mr. Webster. The restricted
stock granted to the Outside Directors is expected to vest in full on the first
anniversary of the date of grant, or, if the amendment to the Incentive Plan
does not receive shareholder approval, in three equal installments on the first,
second and third anniversaries of the date of grant, or in full earlier upon a
change in control of the Company or the director's death.
In addition, the Compensation Committee approved (1) the form of Director
Award Agreement that will govern the terms and conditions of restricted stock
awards made to Outside Directors in the event the amendment to the Incentive
Plan receives shareholder approval, (2) the form of Director Award Agreement
that will govern the terms and conditions of restricted stock awards made to
Outside Directors in the event the amendment to the Incentive Plan does not
receive shareholder approval, and (3) the form of Employee Award Agreement that
will govern the terms and conditions of restricted stock awards made to
employees in either event.
The foregoing descriptions of the award agreements under the Incentive Plan
and the terms of the restricted stock granted to the Outside Directors and
employees are not complete and are qualified by reference to the complete
agreements which are attached hereto as exhibits and incorporated herein by
reference.
The information contained in this Current Report includes forward-looking
statements within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934.
These forward-looking statements are subject to certain risks, uncertainties and
assumptions identified above or as disclosed from time to time in the Company's
filings with the Securities and Exchange Commission, including the approval of
the amendment to the Incentive Plan by the Company's shareholders. As a result
of these factors, actual results may differ materially from those indicated or
implied by such forward-looking statements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
10.1 Director Restricted Stock Award Agreement under the
Incentive Plan of Carrizo Oil & Gas, Inc. (subject to
shareholder approval of the Fifth Amendment).
10.2 Director Restricted Stock Award Agreement under the
Incentive Plan of Carrizo Oil & Gas, Inc.
10.3 Employee Restricted Stock Award Agreement under the
Incentive Plan of Carrizo Oil & Gas, Inc.
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 19, 2005
EXHIBIT INDEX
10.1 Director Restricted Stock Award Agreement under the Incentive Plan
of Carrizo Oil & Gas, Inc. (subject to shareholder approval of the Fifth
Amendment).
10.2 Director Restricted Stock Award Agreement under the Incentive Plan of
Carrizo Oil & Gas, Inc.
10.3 Employee Restricted Stock Award Agreement under the Incentive Plan of
Carrizo Oil & Gas, Inc.