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): February 14, 2008
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
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Texas
(State or other jurisdiction of
incorporation)
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000-29187-87
(Commission
File Number)
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76-0415919
(I.R.S. Employer
Identification No.) |
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1000 Louisiana Street
Suite 1500
Houston, Texas
(Address of principal executive offices)
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77002
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On February 14, 2008, Carrizo Oil & Gas, Inc. (the “Company”) entered into an Underwriting
Agreement with RBC Capital Markets Corporation, J.P. Morgan Securities Inc. and the other
underwriters named therein, relating to the issuance and sale in an underwritten public offering of
2,250,000 shares of the Company’s common stock, par value $0.01 per share, for a price of $54.50
per share ($52.32 per share, net of underwriting discount) pursuant to the Company’s registration
statement on Form S-3 (File No. 333-142346). The underwriters were also granted an option to
purchase up to an additional 337,500 shares from the Company within 30 days of the date of the
underwriting agreement.
The Company expects to use substantially all of the proceeds from the offering primarily to
partially fund its leasing and drilling program, including accelerating its Barnett Shale leasing
and drilling activities in southeast Tarrant County. Pending such use, Carrizo intends to use a
portion of the net proceeds to repay the outstanding principal amount under its revolving credit
facility. The offering is expected to close on or before February 20, 2008, subject to customary
conditions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the agreement, which is attached as an
exhibit to this report and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On February 14, 2008, the Company issued a press release regarding the offering described in
Item 1.01 above, which is furnished as Exhibit 99.1 to this report.
None of the information furnished in Item 7.01 and the accompanying exhibit 99.1 will be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
will it be incorporated by reference into any registration statement filed by the Company under the
Securities Act of 1933, as amended, unless specifically identified therein as being incorporated
therein by reference. The furnishing of the information in this report is not intended to, and does
not, constitute a determination or admission by the Company, that the information in this report is
material or complete, or that investors should consider this information before making an
investment decision with respect to any security of the Company.
Certain statements in this report, including but not limited to statements regarding the
closing of the offering, the use of proceeds from the offering 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 satisfaction of
closing conditions, results of operations, general market conditions, and other risks described in
the Company’s Form 10-K for the year ended December 31, 2006 and its other filings with the
Securities and Exchange Commission.
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