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): August
17, 2005
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
|
000-29187-87
|
76-0415919
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number) Identification No.)
|
(I.R.S.
Employer
|
|
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.
Effective
August 17, 2005, Carrizo Oil & Gas, Inc. (the “Company”) entered into
Amendment No.6 (the “Amendment”) to the Company’s Amended and Restated Incentive
Plan (the “Incentive Plan”). The Amendment amends the Incentive Plan to, among
other things, (1) explicitly state that any repricing of stock options granted
under the Incentive Plan will require shareholder approval and (2) clarify
that
the Compensation Committee of the Board of Directors may administer the
Incentive Plan with respect to awards made to non-employee directors, as well
as
to employees and independent contractors.
The
foregoing description of Amendment No.6 is not complete and is qualified by
reference to the complete Amendment No.6, which is attached hereto as an exhibit
and incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
|
Exhibit
Number
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Description
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|
10.1
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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: August
19, 2005
EXHIBIT
INDEX