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): June
15, 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
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
1.02. Termination
of a Material Definitive Agreement.
Carrizo
Oil & Gas, Inc., a Texas corporation (the
“Company” or “we”) is a party to Subscription and Registration Rights Agreements
(the “Subscription and Registration Rights Agreements”) dated as of June 13,
2005 with the investors (the “Investors”) in the Company’s 2005 private
placement of 1.2 million shares of the Company’s common stock. The Subscription
and Registration Rights Agreements, among other things, provided registration
rights with respect to the shares purchased in that private placement and
required the Company to file and keep effective for two years a resale shelf
registration statement (the “Resale Shelf Registration Statement”) to register
the resale of such shares under the Securities Act of 1933, as amended. The
one-year holding period for such shares pursuant to Rule 144 under the
Securities Act has now been satisfied, thereby allowing the Investors the
opportunity to sell such shares in the open market subject to the other
conditions of such rule. This provided the Investors an alternative to the
registration and sale of such shares pursuant to the Resale Shelf Registration
Statement. As a result, as of June 15, 2006, all of the Investors had waived
their registration rights under the Subscription and Registration Rights
Agreements. Therefore, the Company expects to withdraw the Resale Shelf
Registration Statement previously filed with the SEC that had registered
the
shares purchased by the Investors, as well as shares owned by certain of
the
founders of the Company. As a result of such waiver, the placement agent
for the
2005 private placement released all of the lock-up agreements that had
previously restricted the sale of common stock by certain of the Company’s
officers and directors until the Resale Shelf Registration Statement had
become
effective.
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:
June 20, 2006