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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):
December 19, 2005
CARBO CERAMICS INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-15903
(Commission File Number)
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72-1100013
(IRS Employer
Identification No.) |
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6565 MacArthur Boulevard, Suite 1050, Irving, TX
(Address of principal executive offices)
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75039
(Zip Code) |
Registrant’s telephone number, including area code: (972) 401-0090
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1
— Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On December 19, 2005, upon recommendation of the Compensation Committee of the Board of Directors
of CARBO Ceramics Inc. (“CARBO”), the Board of Directors of CARBO (the “Board”) approved the
adoption and implementation of the CARBO Ceramics Inc. Director Deferred Fee Plan (the “Plan”).
The Plan provides non-employee directors of CARBO (“Eligible Director”) with the opportunity to
defer taxation of cash fees payable for service as a Director (including a quarterly retainer and
fees for chairing and/or attending Board and committee meetings) and obtain an equity-based
interest in CARBO. The Plan permits such Directors each year to elect to defer receipt of cash
fees otherwise payable in such year and to receive such fees in the form of shares of CARBO’s
Common Stock on the later of a date certain chosen by the Director or the cessation of the
Director’s service on the Board, either in a lump sum or in installment payments. Under the Plan,
Directors may receive such shares early in the event of certain changes in control of CARBO or
terminations of the Plan.
For additional information about the Plan, please refer to the copy of the Plan, which is attached
as Exhibit 99.1 to this Report and is incorporated herein by reference.
Section 9
— Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed as part of the Current Report on Form 8-K (the “Report”).
Exhibits
99.1 CARBO Ceramics Inc. Director Deferred Fee Plan
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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CARBO Ceramics Inc. |
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By:
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/s/ Paul G. Vitek |
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Paul G. Vitek |
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Sr. Vice President, Finance and |
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Chief Financial Officer |
Dated: December 19, 2005