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): June 3, 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.) |
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1000
Louisiana Street
Suite
1500
Houston,
Texas
|
77002
|
|
(Address
of principal executive offices)
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(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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
On June
5, 2009, Calyon New York Branch (“Calyon”) delivered to Carrizo Oil & Gas,
Inc. (the “Company”) and Wells Fargo Bank, N.A. (“Wells Fargo”) a lender
certificate pursuant to which Calyon became a lender under the Credit Agreement
dated as of May 25, 2006 among the Company, certain subsidiaries of
the Company, the lenders party thereto and Wells Fargo, as administrative agent
(the “Credit Agreement”). Pursuant to the lender certificate, Calyon
committed $25 million to the Credit Agreement, increasing the total credit
commitments under the Credit Agreement to $284.4 million, which is equal to the
Borrowing Base (as such term is defined in the Credit Agreement).
The
foregoing description of the lender certificate does not purport to be complete
and is qualified in its entirety by reference to the full text of the lender
certificate, which is filed as an exhibit to this Current Report and
incorporated by reference herein.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e)
Amendment
and Restatement of Employment Agreements
On June
5, 2009, the Company entered into amended and restated employment agreements
with each of S.P. Johnson IV, Paul F. Boling, J. Bradley Fisher, Gregory E.
Evans and Richard H. Smith. The amendment and restatement of each
executive officer’s employment agreement modifies such executive’s employment
agreement such that:
(1) in
the event the executive’s employment is terminated without cause (as defined in
the employment agreement) or for good reason (as defined in the employment
agreement), in lieu of a pro rata bonus based on the number of days in the
fiscal year in which the executive was employed, a specified pro rata lump sum
percentage of the executive’s annual salary prorated based on the number of days
in the fiscal year in which the executive was employed (unless the executive’s
employment is terminated as a result of the executive’s disability (as defined
in the applicable employment agreement) or in connection with a change of
control, in either of which cases the lump sum is not pro rated) will be paid to
the executive (consisting of 100%, 90%, 90%, 80% and 80% for Messrs. Johnson,
Boling, Fisher, Evans and Smith, respectively);
(2) in
the event the executive’s employment is terminated without cause or for good
reason, in lieu of continued participation in the Company’s welfare benefit
plans, practices, programs and policies (other than the Company’s medical and
dental plans) for the remaining employment period (as defined in the employment
agreement), the executive will be paid a lump sum amount equal to 3% of the
executive’s annual salary; and
(3) any
death benefits payable under the executive’s employment agreement will be
received in the form of insurance payments through a Company-paid term life
insurance policy rather than cash payments made by the Company.
In
addition, the employment agreements were amended and restated to make other
administrative, updating and clarifying changes.
The
foregoing description of the amendments to the employment agreements does not
purport to be complete and is qualified in its entirety by reference to the full
text of the amended and restated employment agreements, which are filed as
exhibits to this Current Report and incorporated by reference
herein.
Grants
of Restricted Stock Units Subject to Performance Conditions
On June
3, 2009, the Compensation Committee of the Board of Directors of the Company
approved grants of restricted stock units to Messrs. Johnson, Boling, Fisher,
Evans and Smith in the respective amounts set forth in the table below, subject
to the terms, conditions and restrictions contained in the Incentive Plan of
Carrizo Oil & Gas, Inc., as amended and restated, and the applicable
restricted stock unit award agreement.
Under the
first award, the restricted stock units will vest in three equal installments
assuming the recipient’s continuous employment with the Company and the
satisfaction of certain performance criteria. On May 28, 2010,
one-third of the units will vest if the average daily production of the Company
for the third quarter of 2009 is at least (1) 54,764 thousand standard cubic
feet equivalent per day (“Mcfe/d”), if the Company’s weighted average realized
natural gas price (excluding the impact of cash-settled hedges) for the third
quarter of 2009 is greater than or equal to $3/Mcf, or (2) 43,811 Mcfe/d, if the
Company’s weighted average realized natural gas price (excluding the impact of
cash-settled hedges) for the third quarter of 2009 is less than $3/Mcf (the
“Performance Target”). If the Performance Target is met, an
additional one-third of the units will vest on May 28, 2011, and the final
one-third of the units will vest on May 28, 2012.
Under the
second award, if the Performance Target is satisfied, the restricted stock units
will vest in a single installment, assuming the recipient’s employment with the
Company, on the date that the Compensation Committee determines the Performance
Target is satisfied. The number of restricted stock units awarded to
each of the named executive officers is set forth on the following
table:
|
Executive Officer
|
Number of Units
Under First Award
|
Number of Units
Under Second Award
|
|
|
S.P.
Johnson IV
|
-
|
4,273
|
|
|
Paul
F. Boling
|
33,158
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1,904
|
|
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J.
Bradley Fisher
|
37,524
|
2,967
|
|
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Gregory
E. Evans
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20,122
|
1,737
|
|
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Richard
H. Smith
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14,351
|
1,595
|
The
foregoing description of the restricted stock unit award agreements does not
purport to be complete and is qualified in its entirety by reference to the full
text of the agreements, the forms of which are filed as exhibits to this Current
Report and incorporated by reference herein.
Grants
of Stock Appreciation Rights Subject to Performance Conditions
On June
3, 2009, the Compensation Committee of the Board of Directors of the Company
also approved a grant of stock appreciation rights (the “Plan SARs”) with a
strike price of $20.22 to Messrs. Johnson, Boling, Fisher, Evans and Smith in
the respective amounts set forth in the table below, subject to the terms,
conditions and restrictions contained in the Incentive Plan of Carrizo Oil &
Gas, Inc., as amended and restated, and the applicable Plan SAR award
agreement. The Plan SARs may be settled in cash or stock, or any
combination of cash and stock, at the discretion of the Company.
The Plan
SARs have a seven-year term and will vest in three equal installments assuming
the recipient’s continuous employment with the Company and the satisfaction of
the Performance Target. If the Performance Target is met, one-third
of the Plan SARs will vest on May 28, 2010, an additional one-third of the Plan
SARs will vest on May 28, 2011, and the final one-third of the Plan SARs will
vest on May 28, 2012. The number of Plan SARs awarded to each of the
named executive officers is set forth on the following table:
|
Executive Officer
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Number of Plan SARs
|
|
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S.P.
Johnson IV
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133,062
|
|
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Paul
F. Boling
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15,171
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|
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J.
Bradley Fisher
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17,170
|
|
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Gregory
E. Evans
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9,207
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|
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Richard
H. Smith
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6,566
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The
foregoing description of the Plan SAR award agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of the
agreements, the form of which is filed as an exhibit to this Current Report and
incorporated by reference herein.
On June
3, 2009, the Compensation Committee of the Board of Directors of the Company
also adopted the Carrizo Oil & Gas, Inc. Cash-Settled Stock Appreciation
Rights Plan (the “Cash-Settled SAR Plan”) and approved a grant of cash-settled
stock appreciation rights (the “Cash-Settled SARs”) with a strike price of
$20.22 to Messrs. Johnson, Boling, Fisher, Evans and Smith in the respective
amounts set forth in the table below, subject to the terms, conditions and
restrictions contained in the Cash-Settled SAR Plan and the applicable
Cash-Settled SAR award agreement.
The
Cash-Settled SARs have a seven-year term and will vest in three equal annual
installments assuming the recipient’s continuous employment with the Company and
the satisfaction of the Performance Target. If the Performance Target
is met, one-third of the Cash-Settled SARs will vest on May 28, 2010, an
additional one-third of the Cash-Settled SARs will vest on May 28, 2011, and the
final one-third of the Cash-Settled SARs will vest on May 28,
2012. The number of Cash-Settled SARs awarded to each of the named
executive officers is set forth on the following table:
|
Executive Officer
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Number of Cash-Settled
SARs
|
|
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S.P.
Johnson IV
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27,848
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|
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Paul
F. Boling
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10,114
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|
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J.
Bradley Fisher
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11,446
|
|
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Gregory
E. Evans
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6,138
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Richard
H. Smith
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4,378
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The
foregoing description of the Cash-Settled SARs does not purport to be complete
and is qualified in its entirety by reference to the full text of the
Cash-Settled SAR Plan and the form of the Cash-Settled SAR award agreement,
which are filed as exhibits to this Current Report and incorporated by reference
herein.
(f)
2008
Annual Bonus
On June
3, 2009, the Compensation Committee also approved the 2008 annual bonuses for
Messrs. Johnson, Boling, Fisher, Evans and Smith in the respective amounts set
forth below. The Compensation Committee reviewed bonus information
for comparable executive positions at the companies in the Company’s industry
peer group provided by the Compensation Committee’s consultant AG Ferguson and
aimed for bonuses for the Company’s executives to be within a general range of
the median for the peer group. The Compensation Committee also considered the
other factors described in the Company’s proxy statement for the 2009 annual
meeting of shareholders (the “Proxy Statement”) under “Base
Salary.” The employment agreement of each named executive officer
contemplates annual bonus awards in an amount comparable to the annual bonus
awards of other named executive officers, taking into account the individual’s
position and responsibilities. The Compensation Committee ultimately
made a decision regarding the bonuses of the named executive officers in its
discretion. On June 3, 2009, with respect to 2008, each of Messrs.
Johnson, Boling, Fisher, Evans and Smith was awarded a bonus equal to 60%, 49%,
60%, 45% and 45%, respectively, of his annual base pay as of such
date.
The
amounts shown below consist of the bonus amounts earned with respect to 2008 but
paid in the second quarter of 2009:
|
Executive Officer
|
Bonus ($)
|
|
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S.P.
Johnson IV
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259,200
|
|
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Paul
F. Boling
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115,500
|
|
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J.
Bradley Fisher
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180,000
|
|
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Gregory
E. Evans
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105,375
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|
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Richard
H. Smith
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96,750
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Since the
2008 bonus payments had not been determined as of the date of the Proxy
Statement, the Summary Compensation Table set forth in the Proxy Statement has
been updated to reflect the payment of the 2008 bonuses as set forth
below.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Option
Awards ($)(2)
|
All
Other Compensation
($)(3)
|
Total
($)
|
||||||||||||||||||
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S.
P. Johnson IV
President
and Chief
Executive
Officer
|
2008
|
408,000 | 259,200 | (4) | 409,259 | 5,070 | 20,909 | 1,102,438 | |||||||||||||||||
|
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2007
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348,875 | 360,000 | (4) | 346,281 | 28,155 | 11,902 | 1,095,213 | |||||||||||||||||
|
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2006
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313,958 | 330,000 | (4) | 121,525 | 58,364 | 10,022 | 833,969 | |||||||||||||||||
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Paul
F. Boling
Chief
Financial Officer,
Vice
President, Secretary
and
Treasurer
|
2008
|
229,667 | 115,500 | (4) | 346,904 |
─
|
12,296 | 704,367 | |||||||||||||||||
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2007
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208,333 | 193,500 | (4) | 427,893 | 6,542 | 7,373 | 843,641 | ||||||||||||||||||
|
2006
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188,239 | 140,400 | (4) | 301,291 | 44,142 | 6,250 | 680,322 | ||||||||||||||||||
|
J.
Bradley Fisher
Vice
President and Chief
Operating
Officer
|
2008
|
285,000 | 180,000 | (4) | 429,842 |
─
|
43,545 | 938,387 | |||||||||||||||||
|
2007
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250,000 | 229,500 | (4) | 551,399 | 11,410 | 29,629 | 1,071,938 | ||||||||||||||||||
|
2006
|
245,907 | 216,000 | (4) | 405,609 | 11,410 | 23,677 | 902,603 | ||||||||||||||||||
|
Gregory
E. Evans
Vice
President of Exploration
|
2008
|
226,000 | 105,375 | (4) | 341,273 | 12,082 | 12,791 | 697,521 | |||||||||||||||||
|
2007
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203,333 | 168,000 | (4) | 414,538 | 48,327 | 7,168 | 841,366 | ||||||||||||||||||
|
2006
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185,770 | 152,000 | (4) | 288,475 | 48,327 | 6,176 | 680,748 | ||||||||||||||||||
|
Richard
H. Smith(5)
Vice
President of Land
|
2008
|
206,667 | 96,750 | (4) | 277,679 |
─
|
11,050 | 592,146 | |||||||||||||||||
|
2007
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186,667 | 152,000 | (4) | 142,808 |
─
|
6,618 | 488,093 | ||||||||||||||||||
|
2006
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66,916 | 36,440 | (4) | 31,825 |
─
|
158 | 135,339 | ||||||||||||||||||
___________
|
(1)
|
Represents
the compensation cost recognized by the Company in the applicable year
related to restricted stock awards in accordance with Statement of
Financial Accounting Standards No. 123(R). For a discussion of
the valuation assumptions, see Note 2 to the Company’s financial
statements in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008.
|
|
(2)
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The
Company did not grant any stock option awards in 2008 or
2007. These amounts represent the compensation cost recognized
by the Company in the applicable year related to option awards in prior
years, in accordance with Statement of Financial Accounting Standards No.
123(R). For a discussion of the valuation assumptions, see Note
2 to the Company’s financial statements in the Company’s Annual Report on
Form 10-K for the year ended December 31,
2008.
|
|
(3)
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The
amounts shown as “All Other Compensation” for the named executive officers
include the following:
|
|
Year
|
Mr. Johnson
|
Mr. Boling
|
Mr. Fisher
|
Mr. Evans
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Mr. Smith
|
||||||||||||||||
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Matching
contributions
under
the 401(K) Plan
|
2008
|
$ | 19,667 | $ | 11,483 | $ | 14,250 | $ | 11,300 | $ | 10,333 | ||||||||||
|
|
2007
|
11,063 | 6,583 | 7,906 | 6,425 | 5,904 | |||||||||||||||
|
|
2006
|
9,377 | 5,605 | 7,052 | 5,531 |
─
|
|||||||||||||||
|
Life
insurance premium
|
2008
|
1,242 | 813 | 705 | 1,491 | 717 | |||||||||||||||
|
|
2007
|
389 | 790 | 952 | 743 | 714 | |||||||||||||||
|
|
2006
|
645 | 645 | 645 | 645 | 158 | |||||||||||||||
|
Overriding
royalties
|
2008
|
─
|
─
|
28,590 |
─
|
─
|
|||||||
|
|
2007
|
─
|
─
|
20,771 |
─
|
─
|
|||||||
|
.
|
2006
|
─
|
─
|
15,980 |
─
|
─
|
|
(4)
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The
amounts shown for 2008, 2007 and 2006 include amounts earned with respect
to 2008, 2007 and 2006 but paid in the second quarter of 2009, 2008 and
2007, respectively.
|
|
(5)
|
Mr.
Smith joined the Company in August
2006.
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Item
9.01 Financial Statements and Exhibits.
Exhibit Description
|
|
10.1
|
Lender
Certificate dated June 5, 2009 of Calyon New York Branch regarding joinder
as Lender to Credit Agreement, as amended, dated as of May 25, 2006 among
Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of
Borrower, as Guarantors, Guaranty Bank, as Administrative Agent and the
Lenders party thereto.
|
|
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10.2
|
Amended
and Restated Employment Agreement between Carrizo Oil & Gas, Inc. and
S.P. Johnson IV.
|
|
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10.3
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Amended
and Restated Employment Agreement between Carrizo Oil & Gas, Inc. and
Paul F. Boling.
|
|
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10.4
|
Amended
and Restated Employment Agreement between Carrizo Oil & Gas, Inc. and
J. Bradley Fisher.
|
|
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10.5
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Amended
and Restated Employment Agreement between Carrizo Oil & Gas, Inc. and
Gregory E. Evans.
|
|
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10.6
|
Amended
and Restated Employment Agreement between Carrizo Oil & Gas, Inc. and
Richard H. Smith.
|
|
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10.7
|
Form
of 2009 Employee Restricted Stock Unit Award Agreement (with
performance-based vesting and time-based
vesting).
|
|
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10.8
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Form
of 2009 Employee Restricted Stock Unit Award Agreement (with
performance-based vesting only).
|
|
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10.9
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Form
of 2009 Employee Stock Appreciation Rights Award
Agreement.
|
|
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10.10
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Carrizo
Oil & Gas, Inc. Cash-Settled Stock Appreciation Rights
Plan.
|
|
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10.11
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Form
of 2009 Employee Cash-Settled Stock Appreciation Rights Award Agreement
pursuant to the Carrizo Oil & Gas, Inc. Stock Appreciation Rights
Plan.
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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/Ross
Burgdorf
Name: Ross
Burgdorf
Title:
Controller
Date: June
9, 2009
Exhibit
Index
Exhibit Description
|
10.1
|
Lender
Certificate dated June 5, 2009 of Calyon New York Branch regarding joinder
as Lender to Credit Agreement, as amended, dated as of May 25, 2006 among
Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of
Borrower, as Guarantors, Guaranty Bank, as Administrative Agent and the
Lenders party thereto.
|
|
10.2
|
Amended
and Restated Employment Agreement between Carrizo Oil & Gas, Inc. and
S.P. Johnson IV.
|
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10.3
|
Amended
and Restated Employment Agreement between Carrizo Oil & Gas, Inc. and
Paul F. Boling.
|
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10.4
|
Amended
and Restated Employment Agreement between Carrizo Oil & Gas, Inc. and
J. Bradley Fisher.
|
|
10.5
|
Amended
and Restated Employment Agreement between Carrizo Oil & Gas, Inc. and
Gregory E. Evans.
|
|
10.6
|
Amended
and Restated Employment Agreement between Carrizo Oil & Gas, Inc. and
Richard H. Smith.
|
|
10.7
|
Form
of 2009 Employee Restricted Stock Unit Award Agreement (with
performance-based vesting and time-based
vesting).
|
|
10.8
|
Form
of 2009 Employee Restricted Stock Unit Award Agreement (with
performance-based vesting only).
|
|
10.9
|
Form
of 2009 Employee Stock Appreciation Rights Award
Agreement.
|
|
10.10
|
Carrizo
Oil & Gas, Inc. Cash-Settled Stock Appreciation Rights
Plan.
|
|
10.11
|
Form
of 2009 Employee Cash-Settled Stock Appreciation Rights Award Agreement
pursuant to the Carrizo Oil & Gas, Inc. Stock Appreciation Rights
Plan.
|