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): January 7, 2005
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Texas 000-22915 76-0415919
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 3.02 Unregistered Sales of Equity Securities.
On January 7, 2005, JMG Triton Offshore Ltd. and JMG Capital
Partners, L.P. (collectively, "JMG") exercised in full their warrants (the
"Warrants") to purchase an aggregate of 250,000 shares of common stock, par
value $0.01 per share ("Common Stock"), of Carrizo Oil & Gas, Inc. (the
"Company") at a price of $4.00 per share. JMG paid an aggregate exercise price
of $1 million to the Company in connection with the exercise of the Warrants and
the issuance of the 250,000 shares of Common Stock. The Warrants were initially
issued by the Company in January 1998 and were amended in December 1999. In
issuing the shares of Common Stock underlying the Warrants, the Company relied
on the exemption from registration provided by Section 4(2) of the Securities
Act of 1933, as amended, for transactions not involving a public offering.
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
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Name: Paul F. Boling
Title: Vice President and
Chief Financial Officer
Date: January 11, 2005