As filed with the Securities and Exchange Commission on June 16, 2004
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 76-0415919
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14701 St. Mary's Lane, Suite 800 77079
Houston, Texas (Zip Code)
(Address of principal
executive offices)
--------------------------------------------------------------------------------
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.
14701 St. Mary's Lane, Suite 800
Houston, Texas 77079
(Name and address of agent for service)
Telephone number, including area code,
of agent for service:
(281) 496-1352
copy to:
Gene J. Oshman
Baker Botts L.L.P.
3200 One Shell Plaza
910 Louisiana Street
Houston, Texas 77002
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Offering Price Fee
Registered Registered Share (1)
--------------------------- --------------- ------------------------------ --------------------------- ---------------
Common Stock (par value 850,000 $9.18 $7,803,000.00 $988.64
$0.01 per share)
--------------------------- --------------- ------------------------------ --------------------------- ---------------
(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 National Market on June 10, 2004.
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 850,000 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 22, 2002, the shareholders
approved the First Amendment to the Plan which, among other things, increased
the number of shares available for issuance under the Plan from 1,500,000 to
1,850,000. The Board of Directors of the Company recommended for approval and,
on May 21, 2004, the shareholders approved the Fourth Amendment to the Plan
which, among other things, increased the number of shares available for issuance
under the Plan from 1,850,000 to 2,350,000. The contents of the Registration
Statements on Forms S-8 (Nos. 333-35245 and 333-55838) 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 by reference herein 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 Carrizo Oil & Gas, Inc., effective as of February 20, 2000
(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 Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated, effective as of May
22, 2002 (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).
2
4.6* -- Second Amendment to the Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated, effective as of
February 18, 2003 (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 Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated, effective as of May
23, 2003 (incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement dated April
21, 2003).
4.8 -- Fourth Amendment to the Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated, effective as of May
21, 2004.
5 -- Opinion of Baker Botts L.L.P.
23.1 -- Consent of Baker Botts L.L.P. (included in Exhibit 5).
23.2 -- Consent of Ernst & Young LLP
23.3 -- Consent of Ryder Scott Company L.P.
23.4 -- Consent of Fairchild and Wells, Inc.
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 June 16, 2004.
CARRIZO OIL & GAS, INC.
(Registrant)
By: /s/Paul F. Boling
-------------------------
Vice President and Chief Financial
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 9th day of June, 2004.
Signature Title
/s/S. P. Johnson, IV President, Chief Executive Officer and Director
------------------------- (Principal Executive Officer)
S.P. Johnson IV
/s/Paul F. Boling Chief Financial Officer, Vice President,
------------------------- Secretary and Treasurer
Paul F. Boling Principal Financial and Accounting Officer)
/s/Steven A. Webster Director
-------------------------
Steven A. Webster
Director
-------------------------
Christopher C. Behrens
/s/Douglas A.P. Hamilton Director
-------------------------
Douglas A.P. Hamilton
Director
-------------------------
Paul B. Loyd, Jr.
Director
-------------------------
Bryan R. Martin
/s/F. Gardner Parker Director
-------------------------
F. Gardner Parker
/s/Roger A. Ramsey Director
-------------------------
Roger A. Ramsey
/s/Frank A. Wojtek Director
-------------------------
Frank A. Wojtek
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 by reference herein 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 Carrizo Oil & Gas, Inc., effective as of February 20, 2000
(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 Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated, effective as of May
22, 2002 (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 Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated, effective as of
February 18, 2003 (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 Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated, effective as of May 23,
2003 (incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement dated April
21, 2003).
4.8 -- Fourth Amendment to the Incentive Plan of Carrizo Oil & Gas, Inc. effective as of May 21, 2004.
5 -- Opinion of Baker Botts L.L.P.
23.1 -- Consent of Baker Botts L.L.P. (included in Exhibit 5).
23.2 -- Consent of Ernst & Young LLP
23.3 -- Consent of Ryder Scott Company L.P.
23.4 -- Consent of Fairchild and Wells, Inc.
24 -- Power of Attorney (included on the signature page of this registration statement).
---------------
* Incorporated by reference as indicated.