S-8

As filed with the Securities and Exchange Commission on May 16, 2019

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 incorporation or organization)	(I.R.S. Employer Identification No.)
500 Dallas Street, Suite 2300 Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)

2017 INCENTIVE PLAN OF CARRIZO OIL & GAS, INC.

(Full title of the plan)

Gerald A. Morton

General Counsel

Carrizo Oil & Gas, Inc.

500 Dallas Street, Suite 2300

Houston, Texas 77002

(713) 328-1000

(Name, address, and telephone number, including area code, of agent for service)

With Copies to:

Gene J. Oshman

Baker Botts L.L.P.

910 Louisiana Street

Houston, Texas 77002

(713) 229-1234

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

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
Common Stock (par value $0.01 per share)	6,750,000	$12.02	$81,135,000	$9,834

(1) This price is estimated under Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely to calculate the registration fee and is based on the average of the high and low prices of the Company’s common stock, par value $0.01 per share (the “Common Stock”) reported on the NASDAQ Global Select Market on May 9, 2019.

REGISTRATION OF ADDITIONAL SECURITIES

Pursuant to General Instruction E on Form S-8, Carrizo Oil & Gas, Inc. files this Registration Statement to register an additional 6,750,000 shares of Common Stock issuable under the 2017 Incentive Plan of Carrizo Oil & Gas, Inc. (the “2017 Plan”), as amended and restated effective as of May 16, 2019. At the annual meeting of shareholders on May 16, 2019, at the Board of Directors’ recommendation, the shareholders approved the amendment and restatement of the 2017 Plan which, among other things, increased the number of shares issuable under the 2017 Plan from 2,675,000 to 9,425,000. Carrizo Oil & Gas, Inc. incorporates by reference in this Registration Statement its previous registration statement (No. 333-218036) on Form S-8 relating to the 2017 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

EXHIBIT INDEX

Exhibit Number		Exhibit Description
4.1	—	Amended and Restated Articles of Incorporation of Carrizo Oil & Gas, Inc. (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 (File No. 000-29187-87)).
4.2	—	Articles of Amendment to Amended and Restated Articles of Incorporation of Carrizo Oil & Gas, Inc. dated as of June 24, 2008 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 25, 2008 (File No. 000-29187-87)).
4.3	—	Articles of Amendment to Amended and Restated Articles of Incorporation of Carrizo Oil & Gas, Inc. dated as of May 16, 2017 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 16, 2017 (File No. 000-29187-87)).
4.4	—	Composite Articles of Incorporation of Carrizo Oil & Gas, Inc., giving effect to all amendments through May 16, 2017 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 16, 2017 (File No. 000-29187-87)).
4.5	—	Statement of Resolutions Establishing Series of 8.875% Redeemable Preferred Stock of Carrizo Oil & Gas, Inc., effective August 11, 2017 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 11, 2017 (File No. 000-29187-87).
4.6	—	Amended and Restated Bylaws of Carrizo Oil & Gas, Inc., adopted May 23, 2018 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 29, 2018 (File No. 000-29187-87)).
4.7	—	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)).
4.8	—	2017 Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated effective as of May 16, 2019 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2019 (File No. 000-29187-87)).
*5.1	—	Opinion of Baker Botts L.L.P.
*23.1	—	Consent of Ernst & Young LLP
*23.2	—	Consent of KPMG LLP
*23.3	—	Consent of Ryder Scott Company, L.P.
*23.4	—	Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
*24.1	—	Power of Attorney (included on the signature page herein).

* Filed herewith.

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 May 16, 2019.

Carrizo Oil & Gas, Inc. (Registrant)
By:	/s/ David L. Pitts
	David L. Pitts
	Vice President and Chief Financial Officer

Each person whose signature appears below appoints S.P. Johnson IV, David L. Pitts, Gerald A. Morton and Gregory F. Conaway, 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 pre- and 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 May 16, 2019.

Signature	Title
/s/ S.P. Johnson IV	President, Chief Executive Officer and Director (Principal Executive Officer)
S.P. Johnson IV
/s/ David L. Pitts	Vice President and Chief Financial Officer (Principal Financial Officer)
David L. Pitts
/s/ Gregory F. Conaway	Vice President and Chief Accounting Officer (Principal Accounting Officer)
Gregory F. Conaway
/s/ Steven A. Webster	Chairman of the Board
Steven A. Webster
/s/ F. Gardner Parker	Director
F. Gardner Parker
/s/ Frances Aldrich Sevilla-Sacasa	Director
Frances Aldrich Sevilla-Sacasa
/s/ Thomas L. Carter, Jr.	Director
Thomas L. Carter, Jr.
/s/ Robert F. Fulton	Director
Robert F. Fulton
/s/ Roger A. Ramsey	Director
Roger A. Ramsey
/s/ Frank A. Wojtek	Director
Frank A. Wojtek

EX-5.1

Exhibit 5.1

[Baker Botts L.L.P. Logo]

ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS
77002-4995 TEL +1 713.229.1234
FAX +1 713.229.1522
BakerBotts.com AUSTIN
BEIJING
BRUSSELS DALLAS
DUBAI
HONG KONG HOUSTON LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
SAN FRANCISCO WASHINGTON

May 16, 2019                

Carrizo Oil & Gas, Inc.

500 Dallas Street, Suite 2300

Houston, Texas 77002

Ladies and Gentlemen:

As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to 6,750,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company, issuable pursuant to the terms of the 2017 Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated to date (the “Incentive Plan”), certain legal matters in connection with the Shares are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, each as amended to date, the Incentive Plan, corporate records of the Company, including minute books of the Company, as furnished to us by you, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates.

In giving the opinions below, we have assumed, without independent investigation, that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete. In addition, we have assumed for purposes of this opinion that the consideration received by the Company for the Shares will be not less than the par value of the Shares. As to the opinion expressed in paragraph 1 below as to the existence and good standing of the Company, we have relied solely

Carrizo Oil & Gas, Inc.    - 2 -    May 16, 2019

upon a certificate, dated as of May 16, 2019, issued by the Office of the Secretary of State of the State of Texas and a statement of Franchise Tax Account Status, dated as of May 16, 2019, obtained through the website of the Office of the Comptroller of Public Accounts of Texas, which statement expressly states that, as of the date thereof, the right of the Company to transact business in Texas is “active.”

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications hereinafter set forth, we are of the opinion that:

1. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Texas.

2. On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that when issued by the Company pursuant to the provisions of the Incentive Plan following due authorization of a particular award thereunder by the Board of Directors of the Company or a duly constituted and acting committee thereof (the “Board”) as provided in and in accordance with the Incentive Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company; and upon issuance and delivery of such Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of the Incentive Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board as provided therein, and, in the case of stock options, the exercise thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and nonassessable.

The opinions set forth above are limited in all respects to matters of the laws of the State of Texas, as in effect on the date hereof.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

BAKER BOTTS L.L.P.

/s/ BAKER BOTTS L.L.P.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2017 Incentive Plan of Carrizo Oil & Gas, Inc., as amended and restated as of May 16, 2019, of our report dated February 28, 2019, with respect to the consolidated financial statements of Carrizo Oil & Gas, Inc., and the effectiveness of internal control over financial reporting of Carrizo Oil & Gas, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas

May 16, 2019

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Carrizo Oil & Gas, Inc.:

We consent to the use of our report dated February 27, 2017, with respect to the consolidated statements of operations, stockholders’ equity, and cash flows of Carrizo Oil & Gas, Inc. for the year ended December 31, 2016 and the related notes, incorporated herein by reference in the registration statement.

/s/ KPMG LLP

Houston, TX

May 16, 2019

EX-23.3

Exhibit 23.3

[Ryder Scott Company, L.P. Logo]

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Carrizo Oil & Gas, Inc., a Texas corporation, of the information contained in our reserve report that is summarized as of December 31, 2018, in our summary letter dated February 8, 2019, relating to estimates of proved reserves attributable to certain interests of Carrizo Oil & Gas, Inc. as of December 31, 2018.

We hereby consent to all references to such report, letter, or this firm in the Registration Statement and each Prospectus to which the Registration Statement relates. We further consent to our being named as an expert in the Registration Statement and each Prospectus to which the Registration Statement relates.

/s/ RYDER SCOTT COMPANY, L.P.

RYDER SCOTT COMPANY, L.P.

TBPE Firm Registration No. F-1580

Houston, Texas

May 16, 2019