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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Carrizo Oil and Gas Inc | NASDAQ:CRZO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.83 | 7.91 | 7.99 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on December 20, 2019
Registration No. 333-35245
Registration No. 333-55838
Registration No. 333-116528
Registration No. 333-137273
Registration No. 333-162888
Registration No. 333-181585
Registration No. 333-196252
Registration No. 333-218036
Registration No. 333-231546
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-35245
FORM S-8 REGISTRATION STATEMENT NO. 333-55838
FORM S-8 REGISTRATION STATEMENT NO. 333-116528
FORM S-8 REGISTRATION STATEMENT NO. 333-137273
FORM S-8 REGISTRATION STATEMENT NO. 333-162888
FORM S-8 REGISTRATION STATEMENT NO. 333-196252
FORM S-8 REGISTRATION STATEMENT NO. 333-218036
FORM S-8 REGISTRATION STATEMENT NO. 333-231546
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-181585
Under
THE SECURITIES ACT OF 1933
CARRIZO OIL & GAS, INC.*
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 64-0844345 | |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
|
2000 W. Sam Houston Parkway S., Suite 2000 Houston, Texas |
77042 | |
(Address of Principal Executive Offices) | (Zip Code) |
INCENTIVE PLAN OF CARRIZO OIL & GAS, INC.
2017 INCENTIVE PLAN OF CARRIZO OIL & GAS, INC.
(Full Title of the Plans)
Michol L. Ecklund
Senior Vice President, General Counsel and Corporate Secretary
2000 W. Sam Houston Parkway S., Suite 2000
Houston, Texas 77042
(Name and Address of Agent for Service)
(281) 589-5200
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Sean T. Wheeler, P.C.
Lanchi D. Huynh
Kirkland & Ellis LLP
609 Main Street
Houston, TX 77002
United States
(713) 836-3600
* Pursuant to the Agreement and Plan of Merger, dated as of July 14, 2019 (as amended), by and between Callon Petroleum Company, a Delaware corporation (Callon), and Carrizo Oil & Gas, Inc. (Carrizo), Carrizo merged with and into Callon (the Merger) on December 20, 2019, with Callon surviving the Merger. Callon is Carrizos successor-in-interest as a result of the Merger. Carrizos state of incorporation was Texas and its I.R.S. Employer Identification Number was 76-0415919.
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 | ☒ | 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. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Pursuant to that certain Agreement and Plan of Merger, dated as of July 14, 2019 (as amended), by and between Callon Petroleum Company, a Delaware corporation (Callon), and Carrizo Oil & Gas, Inc., a Texas corporation (Carrizo), Carrizo merged with and into Callon (the Merger) on December 20, 2019, with Callon surviving the Merger. As a result of the Merger, Callon is Carrizos successor-in-interest.
Callon (as Carrizos successor-in-interest, the Registrant) has terminated all offerings of Carrizos securities pursuant to Carrizos existing registration statements. Accordingly, the Registrant is filing these post-effective amendments (these Post-Effective Amendments) to the following Registration Statements on Form S-8 (the Registration Statements), which have been previously filed by Carrizo with the Securities and Exchange Commission (the SEC), to deregister any and all shares of Carrizos common stock, par value $0.01 per share (the Common Stock), registered but unsold or otherwise unissued under the following Registration Statements:
1. |
Registration Statement on Form S-8 (File No. 333-35245), filed on September 9, 1997, registering 1,000,000 shares of Common Stock under the Incentive Plan of Carrizo Oil & Gas, Inc.; |
2. |
Registration Statement on Form S-8 (File No. 333-55838), filed on February 16, 2001, registering 500,000 shares of Common Stock under the Incentive Plan of Carrizo Oil & Gas, Inc.; |
3. |
Registration Statement on Form S-8 (File No. 333-116528), filed on June 16, 2004, registering 850,000 shares of Common Stock under the Incentive Plan of Carrizo Oil & Gas, Inc.; |
4. |
Registration Statement on Form S-8 (File No. 333-137273), filed on September 13, 2006, registering 450,000 shares of Common Stock under the Incentive Plan of Carrizo Oil & Gas, Inc.; |
5. |
Registration Statement on Form S-8 (File No. 333-162888), filed on November 4, 2009, registering 1,595,000 shares of Common Stock under the Incentive Plan of Carrizo Oil & Gas, Inc.; |
6. |
Registration Statement on Form S-8 (File No. 333-181585), filed on May 22, 2012, and amended on May 30, 2012, registering 2,850,000 shares of Common Stock under the Incentive Plan of Carrizo Oil & Gas, Inc.; |
7. |
Registration Statement on Form S-8 (File No. 333-196252), filed on May 23, 2014, registering 3,577,500 shares of Common Stock under the Incentive Plan of Carrizo Oil & Gas, Inc.; |
8. |
Registration Statement on Form S-8 (File No. 333-218036), filed on May 16, 2017, registering 2,675,000 shares of Common Stock under the 2017 Incentive Plan of Carrizo Oil & Gas, Inc.; and |
9. |
Registration Statement on Form S-8 (File No. 333-231546), filed on May 16, 2019, registering 6,750,000 shares of Common Stock under the 2017 Incentive Plan of Carrizo Oil & Gas, Inc. |
The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements. These Post-Effective Amendments are being filed in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the above-referenced Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on December 20, 2019.
CALLON PETROLEUM COMPANY (as successor-in-interest to Carrizo Oil & Gas, Inc.) | ||
By: |
/s/ Michol L. Ecklund |
|
Name: | Michol L. Ecklund | |
Title: | Senior Vice President, General Counsel and Corporate Secretary |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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