As
filed with the Securities and Exchange Commission on April 25, 2007
Registration No. 333-136778
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARRIZO OIL & GAS, INC.
(Exact name of Registrant as specified in its charter)
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Texas
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1311
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76-0415919 |
(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.) |
1000 Louisiana, Suite 1500
Houston, Texas 77002
(713) 328-1000
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
S.P. Johnson IV
President and Chief Executive Officer
Carrizo Oil & Gas, Inc.
1000 Louisiana, Suite 1500
Houston, Texas 77002
(713) 328-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Gene J. Oshman
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana Street
Houston, Texas 77002
(713) 229-1178
Approximate date of commencement of proposed sale to the public: Sales under this registration
statement are ongoing.
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following
box: þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering: o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act of 1933, please check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act of 1933, please check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering: o
This
Post-Effective Amendment No. 2 to Form S-1 shall become effective in accordance with Section 8(c) of
the Securities Act of 1933, as amended, on such date as the Commission, acting pursuant to said Section 8(c),
may determine.
TABLE OF CONTENTS
REMOVAL OF SECURITIES FROM REGISTRATION
Carrizo Oil & Gas, Inc., a Texas corporation (Carrizo), filed a Registration Statement on
Form S-1 on August 21, 2006 (Registration No. 333-136778), as amended by Amendment No. 1 thereto
filed on November 9, 2006 and Post-Effective Amendment No. 1 thereto filed on April 3, 2007 (as
thereby amended, the Registration Statement), to register for issuance 4,954,571 shares of common
stock with a proposed maximum aggregate offering price of $139,025,262. The Registration Statement
was declared effective by the Securities and Exchange Commission on November 16, 2006. 450,000
shares of common stock, with an estimated aggregate price to the public of $12,487,500, were sold
under the Registration Statement. Carrizo is filing this Post-Effective Amendment No. 2 to
deregister the 4,504,571 shares of common stock that remain unsold under the Registration Statement
as of the date of filing of this Post-Effective Amendment No. 2. The Registration Statement is
hereby amended, as appropriate, to reflect the deregistration of such shares.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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
April 25, 2007.
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CARRIZO OIL & GAS, INC.
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By: |
/s/ S.P. Johnson IV
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Name: |
S.P. Johnson IV |
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Title: |
President and Chief Executive
Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on
April 25, 2007.
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Signature |
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Title |
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/s/ S.P. Johnson IV
(S.P.
Johnson IV)
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President, Chief Executive Officer and
Director (Principal Executive Officer) |
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/s/ Paul F. Boling
(Paul
F. Boling)
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Chief Financial Officer, Vice
President, Secretary and
Treasurer (Principal Financial and
Accounting Officer) |
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Chairman |
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(Thomas
L. Carter, Jr.)
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Director |
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Director |
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Director |
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Director |
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Director |
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* By:
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/s/ Paul F. Boling
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Paul F. Boling |
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Attorney-in-Fact |
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