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): May 10, 2005
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Texas 000-29187-87 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 May 10, 2005, at the annual meeting of the shareholders of Carrizo Oil &
Gas, Inc. (the "Company"), the shareholders of the Company approved Amendment
No.5 (the "Amendment No.5") to the Company's Amended and Restated Incentive Plan
(the "Incentive Plan"). The Amendment amends the Incentive Plan to, among other
things, (1) replace automatic initial awards of stock options to new directors
to purchase 10,000 shares of common stock and automatic awards of stock options
to Board committee chairmen with discretionary awards of stock options or
restricted stock that are determined by the Company's compensation committee or
Board of Directors, (2) give the Company's compensation committee and Board of
Directors additional flexibility in determining awards to Board committee
members and in establishing the specific terms of awards of options and
restricted stock granted to directors, including without limitation the vesting
schedules for those awards and the dates those awards may be granted, and (3)
make certain clarifications to other provisions of the Incentive Plan.
The foregoing description of Amendment No.5 is not complete and is
qualified by reference to the complete Amendment No.5, which is attached hereto
as an exhibit and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
10.1 Amendment No.5 to the Amended and Restated 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.
CARRIZO OIL & GAS, INC.
By: /s/ Paul F. Boling
------------------
Name: Paul F. Boling
Title: Vice President and
Chief Financial Officer
Date: May 16, 2005
EXHIBIT INDEX
10.1 Amendment No.5 to the Amended and Restated Incentive Plan of
Carrizo Oil & Gas, Inc.