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): November
17, 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
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
7.01 Regulation
FD Disclosure.
On
November 17, 2006, Carrizo Oil & Gas, Inc. (the “Company” or “we”) filed a
prospectus relating to a Registration Statement on Form S-1 (the “Registration
Statement”) with the Securities and Exchange Commission relating to the right to
resell shares of the Company’s common stock held by: (1) certain institutional
investors who purchased an aggregate of 1.35 million shares of common stock
in a
private placement in July 2006 and (2) three of the Company’s founding
shareholders (collectively, “Founding Shareholders”). The Company was required
to file the Registration Statement under the terms of a registration rights
agreement with the institutional investors in the aforementioned private
placement. The Founding Shareholders, in turn, exercised their right under
prior
registration rights agreements to also include their shares of common stock
in
the Registration Statement. Steven A. Webster, the Company’s Chairman of the
Board, and S.P. Johnson IV, the Company’s President and Chief Executive Officer,
collectively hold a majority of the shares to be registered by the Founding
Shareholders but have expressly stated that they have no present intent to
sell
shares of common stock.
This
shall not constitute an offer to sell or the solicitation of an offer to buy
nor
shall there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
Statements
in this report, including but not limited to statements regarding the intent
of
certain Founding Shareholders with respect to sales of common stock, effect
of
the Registration Statement 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 the plans of shareholders and general market
conditions.
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: November
17, 2006