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): January 25, 2008
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
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000-29187-87
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76-0415919
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
|
|
incorporation)
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File
Number)
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Identification
No.)
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1000
Louisiana Street
Suite
1500
Houston,
Texas
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77002
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(Address
of principal executive offices)
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(Zip
code)
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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))
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Item
4.02(a)
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Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report
or
Completed Interim Review.
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On
January 25, 2008, Carrizo concluded that it would restate its financial
statements as of and for the three- and nine-month periods ended September
30,
2007 after year-end reporting procedures determined that its unrealized,
noncash
mark-to-market adjustment for its open interest rate derivative positions
did
not include the impact of an interest rate derivative valued at $(1.8)
million
at September 30, 2007. The restated results do not have any cash
impact on Carrizo. Management of Carrizo does not believe the
restatement has any material impact on Carrizo’s financial condition.
The
determination to restate was approved by the audit committee of Carrizo’s board
of directors upon the recommendation of Carrizo’s senior
management. Carrizo’s audit committee and management have discussed
the matters described herein with Carrizo’s independent registered public
accounting firm.
Concurrently
with the filing of this report, Carrizo is filing a quarterly report on Form
10-Q/A for the quarterly period ended September 30, 2007 that contains a
restatement of certain captions in its consolidated statements of income
and
balance sheet, including the restatement of the following captions as set
forth
below:
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·
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Gain
on derivatives, net for the three months and nine months ended
September
30, 2007 of $1.9 million and $0.3 million,
respectively;
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·
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Income
taxes for the three months and nine months ended September 30,
2007 of
$2.5 million and $5.7 million, respectively;
and
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·
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Net
income for the three months and nine months ended September 30,
2007 of
$4.2 million and $9.8 million,
respectively.
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·
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Total
assets of $630.6 million, total current liabilities of $58.1 million
and
total liabilities and shareholders’ equity of $630.6
million.
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Investors
are cautioned not to rely on Carrizo’s historical financial statements in the
Form 10-Q for the quarterly period ended September 30, 2007 as originally
filed.
2006
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 Carrizo undertakes no duty to update any forward-looking
statement.
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: January
31, 2008