-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MZ4BIv4DcZmKHoM5KToUVHwTDdwR6I5q4Or6nS4BG2DYhD2maOVDb/6YC0cGu5Ju YISpBCUOtTGzRKMkYLxSew== 0000903423-02-000320.txt : 20020513 0000903423-02-000320.hdr.sgml : 20020513 ACCESSION NUMBER: 0000903423-02-000320 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020513 EFFECTIVENESS DATE: 20020513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARBO CERAMICS INC CENTRAL INDEX KEY: 0001009672 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 721100013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88100 FILM NUMBER: 02643580 BUSINESS ADDRESS: STREET 1: 600 EAST LAS COLINAS BLVD STREET 2: STE 1520 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2144010090 MAIL ADDRESS: STREET 1: 600 E LAS COLINAS BLVD STREET 2: STE 1520 CITY: IRVING STATE: TX ZIP: 75039 S-8 1 carbs8_5-13.txt As filed with the Securities and Exchange Commission on May 13, 2002. Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBO CERAMICS INC. (Exact name of issuer as specified in its charter) Delaware 72-1100013 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 6565 MacArthur Boulevard, Suite 1050 Irving, Texas 75039 (Address of principal executive offices) CARBO CERAMICS INC. 1996 STOCK OPTION PLAN FOR KEY EMPLOYEES, AS AMENDED (Full title of the plan) Paul G. Vitek Senior Vice President of Finance, Chief Financial Officer CARBO CERAMICS INC. 6565 MacArthur Boulevard, Suite 1050 Irving, Texas 75039 (972) 401-0090 (Name, address and telephone number of agent for service) Copy to: Arthur H. Kohn, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Title of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount of Registration Registered Registered(1) Offering Price Per Aggregate Offering Fee(2) ---------- ------------- ------------------ ------------------ ------ Share(2) Price(2) Common Stock $.01 par value 250,000 Shares $38.73 $9,682,500 $891 per share Preferred Share Purchase Rights (3)
(1) Together with an indeterminate number of shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the CARBO Ceramics Inc. 1996 Stock Option Plan for Key Employees, as amended (the "Plan") as the result of a stock split, stock dividend or similar adjustment of the outstanding common stock of CARBO Ceramics Inc. (the "Registrant"). (2) Estimated solely for purposes of calculation of the registration fee with respect to the shares being registered hereby pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"), on the basis of the average of the high and low prices on May 8, 2002 of a share of Common Stock of the Registrant as reported on the New York Stock Exchange. (3) Rights initially trade together with the Common Stock. The value attributable to the Rights, if any, is reflected in the market price of the Common Stock. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The contents of the Registrant's registration statement on Form S-8, previously filed on April 25, 1997, file number 333-25845, are hereby incorporated into this Registration Statement by reference. This Registration Statement is being filed pursuant to General Instruction (E) of the Form S-8 Rules under the Securities Act for the sole purpose of registering additional securities under the Plan. Item 8. .Exhibits The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K): - - Exhibit 4.5: Amendment No. 1 to the Plan - - Exhibit 4.6: Shareholder Rights Plan - - Exhibit 5.1: Opinion re Legality - - Exhibit 23.1: Consent of Independent Auditors - - Exhibit 23.2: Consent of Counsel - - Exhibit 24.1: Power of Attorney SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, CARBO CERAMICS INC., 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 Irving, State of Texas, as of the 9th day of April, 2002. CARBO CERAMICS INC. By: /s/ William C. Morris ---------------------------------- William C. Morris Chairman of the Board of Directors Each person whose signature appears below constitutes and appoints William C. Morris and Paul G. Vitek, his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the indicated capacities on the 9th day of April, 2002. NAME TITLE ---- ----- /s/ C. Mark Pearson President and Chief Executive ------------------- Officer, Director C. Mark Pearson (Principal Executive Officer) /s/ Paul G. Vitek Senior Vice President, Finance, ------------------ Chief Financial Officer Paul G. Vitek (Principal Financial and Accounting Officer) /s/ William C. Morris Chairman of the Board of Directors --------------------- William C. Morris /s/ Jesse P. Orsini Director ------------------- Jesse P. Orsini /s/ Robert S. Rubin Director ------------------- Robert S. Rubin /s/ Claude E. Cooke, Jr. Director ------------------------ Claude E. Cooke, Jr. /s/ John J. Murphy Director ------------------ John J. Murphy EXHIBIT INDEX Sequentially Numbered Exhibit No. Description Method of Filing Page Location - -------------------------------------------------------------------------------- 4.5 Amendment No. 1 to the Plan Filed herewith 6 4.6 Shareholder Rights Plan Incorporated by reference -- from Form 8-A12B filed by CARBO Ceramics Inc. with the Commission on February 25, 2002 5.1 Opinion of Cleary, Gottlieb, Filed herewith 7 Steen & Hamilton regarding the validity of securities being registered 23.1 Consent of Independent Filed herewith 9 Auditors 23.2 Consent of Cleary, Gottlieb, Filed herewith 7 Steen & Hamilton (included in Exhibit 5.1) 24.1 Power of Attorney (included Filed herewith 4 on signature page) EX-4.5 3 carbex4-5.txt Exhibit 4.5 ----------- CARBO CERAMICS INC. AMENDMENT NO. 1 TO THE CARBO CERAMICS INC. 1996 STOCK OPTION PLAN FOR KEY EMPLOYEES Subject to, and effective upon, receipt of the requisite approval by the shareholders of Carbo Ceramics Inc. (the "Company"), the Board of Directors of the Company hereby amends the first sentence of Section 3 of the Carbo Ceramics Inc. 1996 Stock Option Plan for Key Employees by replacing the number "1,000,000" therein with the number "1,250,000" (such amendment, "Amendment No. 1"). EX-5.1 4 carbex5-1.txt Exhibit 5.1 ----------- [LETTERHEAD OF CLEARY, GOTTLIEB, STEEN & HAMILTON] Writer's Direct Dial: (212) 225-2920 E-Mail: akohn@cgsh.com May 13, 2002 CARBO Ceramics Inc. 6565 MacArthur Boulevard, Suite 1050 Irving, Texas 75039 Re: CARBO Ceramics Inc. Registration Statement on Form S-8 -------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to CARBO Ceramics, Inc., a Delaware corporation (the "Company"), in connection with the registration statement on Form S-8 (the "Registration Statement") to be filed today with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), for the registration of 250,000 shares of Common Stock, par value $.01 per share (the "Shares"), to be issued under the CARBO Ceramics Inc. 1996 Stock Option Plan For Key Employees, as Amended (the "Plan"), and the related preferred share purchase rights (the "Rights") to be issued pursuant to the Shareholder Rights Plan, adopted February 13, 2002 by the Company. We have participated in the preparation of the Registration Statement and have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed. Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that: 1. The Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plan, at prices in excess of the par value thereof, will be validly issued, fully paid and nonassessable. 2. Upon issuance of the Shares in accordance with the terms of the Plan, at prices in excess of the par value thereof, the Rights associated with the Shares will be validly issued. The foregoing opinions are limited to the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are "experts" within the meaning of the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit. Very truly yours, CLEARY, GOTTLIEB, STEEN & HAMILTON By /s/ Arthur H. Kohn ------------------------------- Arthur H. Kohn, a Partner EX-23.1 5 carbex23-1.txt Exhibit 23.1 ------------ Consent of Independent Auditors We consent to the incorporation by reference in these Registration Statements (Form S-8 No. 33-_____ and No. 33-25845) pertaining to the CARBO Ceramics Inc. 1996 Stock Options Plan for Key Employees of our report dated February 1, 2002, with respect to the consolidated financial statements of CARBO Ceramics Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP May 6, 2002 New Orleans, Louisiana -----END PRIVACY-ENHANCED MESSAGE-----