As
filed
with the Securities and Exchange Commission on September 13, 2006
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or other jurisdiction of
incorporation
or organization)
1000
Louisiana Street, Suite 1500
Houston,
Texas
(Address
of principal executive offices)
|
76-0415919
(I.R.S.
Employer
Identification
No.)
77002
(Zip
Code)
|
INCENTIVE
PLAN OF CARRIZO OIL & GAS, INC.
(Full
title of the plan)
S.P.
Johnson IV
President
and Chief Executive Officer
Carrizo
Oil & Gas, Inc.
1000
Louisiana Street, Suite 1500
Houston,
Texas 77002
(Name
and address of agent for service)
Telephone
number, including area code, of agent for service: (713)
328-1000
copy
to:
Gene
J.
Oshman
Baker
Botts L.L.P.
One
Shell
Plaza
910
Louisiana Street
Houston,
Texas 77002
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities to be
Registered
|
Amount
to be Registered
|
Proposed
Maximum Offering
Price Per Share (1)
|
Proposed
Maximum Aggregate
Offering Price
|
Amount
of
Fee (2)
|
|
Common
Stock (par value $0.01 per share)
|
450,000
|
$28.41
|
$12,784,500
|
$1,368
|
|
(1)
|
Estimated
in accordance with Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and based upon the average of
the high
and low sales price per share of Common Stock of the Company reported
on
the Nasdaq Global Select Market on September 6,
2006.
|
|
(2)
|
Pursuant
to Rule 457(p) of the Securities Act of 1933, the Registrant hereby
offsets the registration fee required in connection with this registration
statement by $1,368 of the $29,425 previously paid on September
9, 2005 by
the Registrant in connection with its registration statement on
Form S-3
(Registration No. 333-128215), which was withdrawn prior to becoming
effective. Of the $29,425 previously paid in connection with that
registration statement (Registration No. 333-128215), $5,677 was
used to
offset the registration fee required in connection with the Registrant’s
registration statement on Form S-1 (Registration No. 333-136778)
filed on
August 21, 2006. The Registrant offsets the registration fee required
in
connection with this registration statement by $1,368, and no registration
fee is being paid with this registration
statement.
|
REGISTRATION
OF ADDITIONAL SECURITIES
This
Registration Statement is being filed pursuant to General Instruction E of
Form
S-8 under the Securities Act of 1933, as amended, to register an additional
450,000 shares of Common Stock issuable pursuant to the Incentive Plan of
Carrizo Oil & Gas, Inc. (the “Plan”). The Board of Directors of the Company
recommended for approval and, on May 23, 2006, the shareholders approved
the
Seventh Amendment to the Plan which, among other things, increased the number
of
shares available for issuance under the Plan from 2,350,000 to 2,800,000.
The
contents of the Registration Statements on Forms S-8 (Nos. 333-35245, 333-55838
and 333-116528) relating to the Plan are incorporated by reference into this
Registration Statement.
PART
II
Item
8. Exhibits.
The
following documents are filed as a part of this Registration Statement or
incorporated by reference herein:
Exhibit
No. Description
|
4.1*
|
--
|
Amended
and Restated Articles of Incorporation of the Company (incorporated
herein
by reference to Exhibit 3.1 to the Company's Annual Report on Form
10-K
for the year ended December 31, 1997).
|
|
4.2*
|
--
|
Amended
and Restated Bylaws of the Company, as amended by Amendment No.
1
(incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 8-A (Registration No. 000-22915)),
Amendment No. 2 (incorporated herein by reference to Exhibit 3.1
to the
Company’s Current Report on Form 8-K dated December 15, 1999), and
Amendment No. 3 (incorporated herein by reference to Exhibit 3.1
to the
Company’s Current Report on Form 8-K dated February 20,
2002).
|
|
4.3*
|
--
|
Form
of certificate representing Common Stock (incorporated herein by
reference
to Exhibit 4.1 to the Company's Registration Statement on Form
S-1/A
(Registration No. 333-29187)).
|
2
|
4.4*
|
--
|
Amended
and Restated Incentive Plan of the Company (incorporated herein by
reference to Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q
for the quarter ended July 31, 2000).
|
|
4.5*
|
--
|
First
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002).
|
|
4.6*
|
--
|
Second
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Exhibit 10.3 to the Company’s Annual
Report on Form 10-K for the year ended December 31,
2002).
|
|
4.7*
|
--
|
Third
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Appendix A to the Company’s
Definitive Proxy Statement dated April 22,
2003).
|
|
4.8*
|
--
|
Fourth
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Appendix B to the Company’s
Definitive Proxy Statement dated April 26,
2004).
|
|
4.9*
|
--
|
Fifth
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on May 16,
2005).
|
|
4.10*
|
--
|
Sixth
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on August 19,
2005).
|
|
4.11*
|
--
|
Seventh
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on May 30,
2006).
|
|
23.1
|
--
|
Consent
of Baker Botts L.L.P. (included in Exhibit
5.1).
|
|
24
|
--
|
Power
of Attorney (included on the signature page of this registration
statement).
|
_______________
|
*
|
Incorporated
herein by reference as indicated.
|
3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City
of Houston, the State of Texas, on September 13, 2006.
CARRIZO
OIL & GAS, INC.
(Registrant)
By: /s/S.P.Johnson,
IV
S.P.
Johnson IV
President
and Chief Executive Officer
4
POWER
OF ATTORNEY
Each
person whose signature appears below appoints S.P. Johnson IV and Paul F.
Boling, and each of them, each of whom may act without the joinder of the
other,
as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and for all intents and purposes as he might or could
do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes, may lawfully do or cause to be
done
by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities indicated
on
the 13th day of September, 2006.
|
Signature
|
Title
|
|
|
/s/S.P.Johnson,
IV
S.P.
Johnson IV
|
President,
Chief Executive Officer and Director
(Principal
Executive Officer)
|
|
|
/s/Paul
F. Boling
Paul
F. Boling
|
Chief
Financial Officer, Vice President,
Secretary
and Treasurer
(Principal
Financial and Accounting Officer)
|
|
|
/s/Steven
A. Webster
Steven
A. Webster
|
Director
|
|
|
/s/Thomas
L. Carter, Jr.
Thomas
L. Carter, Jr.
|
Director
|
|
|
/s/Paul
B. Loyd, Jr.
Paul
B. Loyd, Jr.
|
Director
|
|
|
/s/F.
Gardner Parker
F.
Gardner Parker
|
Director
|
|
|
/s/Roger
A. Ramsey
Roger
A. Ramsey
|
Director
|
|
|
/s/Frank
A. Wojtek
Frank
A. Wojtek
|
Director
|
5
INDEX
TO EXHIBITS
Exhibit
No. Description
|
4.1*
|
--
|
Amended
and Restated Articles of Incorporation of the Company (incorporated
herein
by reference to Exhibit 3.1 to the Company's Annual Report on Form
10-K
for the year ended December 31, 1997).
|
|
4.2*
|
--
|
Amended
and Restated Bylaws of the Company, as amended by Amendment No.
1
(incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 8-A (Registration No. 000-22915)),
Amendment No. 2 (incorporated herein by reference to Exhibit 3.1
to the
Company’s Current Report on Form 8-K dated December 15, 1999), and
Amendment No. 3 (incorporated herein by reference to Exhibit 3.1
to the
Company’s Current Report on Form 8-K dated February 20,
2002).
|
|
4.3*
|
--
|
Form
of certificate representing Common Stock (incorporated herein by
reference
to Exhibit 4.1 to the Company's Registration Statement on Form
S-1/A
(Registration No. 333-29187)).
|
|
4.4*
|
--
|
Amended
and Restated Incentive Plan of the Company (incorporated herein
by
reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q
for the quarter ended July 31, 2000).
|
|
4.5*
|
--
|
First
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002).
|
|
4.6*
|
--
|
Second
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Exhibit 10.3 to the Company’s Annual
Report on Form 10-K for the year ended December 31,
2002).
|
|
4.7*
|
--
|
Third
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Appendix A to the Company’s
Definitive Proxy Statement dated April 22,
2003).
|
|
4.8*
|
--
|
Fourth
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Appendix B to the Company’s
Definitive Proxy Statement dated April 26,
2004).
|
|
4.9*
|
--
|
Fifth
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on May 16,
2005).
|
|
4.10*
|
--
|
Sixth
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on August 19,
2005).
|
|
4.11*
|
--
|
Seventh
Amendment to the Amended and Restated Incentive Plan of the Company
(incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on May 30,
2006).
|
|
23.1
|
--
|
Consent
of Baker Botts L.L.P. (included in Exhibit
5.1).
|
|
23.2
|
--
|
6
|
24
|
--
|
Power
of Attorney (included on the signature page of this registration
statement).
|
_______________
|
*
|
Incorporated
herein by reference as indicated.
|
7