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 6, 2004
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)
14701 St. Mary's Lane
Suite 800
Houston, Texas 77079
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (281) 496-1352
Item 5. Other Events and Regulation FD Disclosure.
On February 6, 2004, Carrizo Oil & Gas, Inc. (the "Company") filed with
the Securities and Exchange Commission a prospectus relating to an offering of
its common stock. The prospectus includes certain information regarding the
Company that is attached as Exhibit 99.1 and which is incorporated herein by
reference.
On March 5, 2004, the underwriters of the recent public offering of
5,700,000 shares of common stock by the Company and certain existing
stockholders exercised their over-allotment option to purchase an additional
785,000 shares of the Company's common stock at $7.00 per share. The exercise
includes 235,500 newly issued shares offered by the Company and 549,500 shares
offered by certain existing stockholders. The Company will receive an additional
estimated net proceeds of $1.5 million from the sale of these newly issued
shares and no proceeds from the shares sold by the selling stockholders.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Certain information regarding the Company as set forth in
Prospectus dated February 5, 2004.
99.2 Press release, dated March 3, 2004, announcing purchase of
wells and leases in Barnett Shale, Texas trend.
99.3 Press release, dated March 2, 2004, announcing year-end 2003
proved reserves.
Item 9. Regulation FD Disclosure.
On March 3, 2004 the Company announced the purchase of wells
and leases in the Barnett Shale trend in Denton County, Texas from a private
company. The press release relating to that purchase is attached hereto as
Exhibit 99.2. None of the information furnished pursuant to this Item 9,
including Exhibit 99.2, will be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, 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.
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Item 12. Results of Operations and Financial Condition.
The press release dated March 2, 2004 attached hereto as
Exhibit 99.3 announces the Company's year-end 2003 proved reserves. None of the
information furnished pursuant to this Item 12, including Exhibit 99.3, will be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, 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.
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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: March 9, 2004
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EXHIBIT INDEX
99.1 Certain information regarding the Company as set forth in
Prospectus dated February 5, 2004.
99.2 Press release, dated March 3, 2004, announcing purchase of
wells and leases in Barnett Shale, Texas trend.
99.3 Press release, dated March 2, 2004, announcing year-end 2003
proved reserves.
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