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): April 30, 2009
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
Not
applicable
(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 April
30, 2009, Carrizo Oil & Gas, Inc. (the “Company”) entered into a Ninth
Amendment (the “Ninth Amendment”) to the Credit Agreement dated as of May 25,
2006 among the Company, certain subsidiaries of the Company, the lenders party
thereto and Guaranty Bank, as administrative agent (the “Credit
Agreement”).
The Ninth
Amendment amends the Credit Agreement to, among other things, (1) increase the
Borrowing Base (as such term is defined in the Credit Agreement) from
$250,000,000 to $290,000,000 and (2) increase the total commitment of the
lenders under the Credit Agreement from $250,000,000 to
$255,000,000.
The
foregoing description of the Ninth Amendment is not complete and is qualified by
reference to the complete document, which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
On May 1,
2009, The Royal Bank of Canada increased its commitment under the Credit
Agreement from $40,600,000 to $45,000,000, resulting in an increase in the total
lender commitments under the Credit Agreement from $255,000,000 to
$259,400,000.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April
30, 2009, at the annual meeting of the shareholders of the Company, the
shareholders approved the amendment and restatement of the Incentive Plan of
Carrizo Oil & Gas, Inc. (the “Incentive Plan”), which, among other
things:
· authorized
1,595,000 additional shares for issuance pursuant to the Incentive
Plan;
· modified
the performance goals set forth in the Incentive Plan, which meet the
requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended,
necessary for the deductibility of certain performance-based compensation, to
more accurately reflect the types of performance goals relevant to, and
prevalent in, the Company’s industry;
· adopted
fungible share counting ratios for different forms of awards;
● modified
the method of share counting to reduce the number of shares available for
issuance under the Incentive Plan by the number of shares (1) not issued or
delivered as a result of the net settlement of an outstanding stock
appreciation right or
stock option, (2) used to pay the exercise price or withholding taxes relating
to an outstanding award or (3) repurchased on the open market with the proceeds
of the option exercise price;
· provided
that stock options granted to employees of the Company may not have a term of
greater than 10 years from the date of grant;
· provided
that the strike price for a stock appreciation right will not be less than the
fair market value of a share of the Company’s common stock on the date of
grant;
· increased
the per share limits on the number of shares that may be issued under the
Incentive Plan to one employee during any one-year period (1) in the form of
stock options and stock appreciation rights and (2) in the form of shares of
common stock or units denominated in shares of common stock;
· increased
the grant date value limit on cash and other awards other than stock options,
stock appreciation rights, shares of common stock and units denominated in
shares of common stock that may be issued to one employee of the Company during
any one-year period;
· modified
the dividend and dividend equivalent provisions of the Incentive Plan to specify
that, unless otherwise provided in an award, dividends and dividend equivalents
paid with respect to restricted shares of common stock or restricted units will
be held by the Company until the related award vests and, if the related award
is forfeited, the dividends and dividend equivalents will also be forfeited;
and
· made
other administrative, clarifying and updating changes.
The
foregoing description of the amendment and restatement of the Incentive Plan is
not complete and is qualified by reference to the complete document, which is
attached hereto as Exhibit 10.2 and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
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: May
6, 2009
Exhibit
Index
Exhibit Description