-----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, NtSHwk9VhBYIANaoTddga+N8gxng7VCe0Im5mdOyjNGS0N2ecbwEIetvZ5rpncb/ rk4JzBS2nb3fCufrAGiFGQ== 0000903423-02-000359.txt : 20020607 0000903423-02-000359.hdr.sgml : 20020607 20020605143605 ACCESSION NUMBER: 0000903423-02-000359 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020531 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020605 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15903 FILM NUMBER: 02670915 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 8-K 1 carbo8k_6-05.txt 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): May 31, 2002 CARBO CERAMICS INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 001-15903 72-1100013 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 6565 MacArthur Boulevard, Suite 1050, Irving, TX 75039 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 401-0090 Item 5. Other Events. On May 31, 2002 Carbo Ceramics Inc. completed its acquisition of privately-held Pinnacle Technologies Inc. A press release describing the transaction was released by Carbo Ceramics Inc. on May 31, 2002, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The transaction was structured as a merger of a subsidiary of Carbo Ceramics with and into Pinnacle. The aggregate purchase price of 324,226 shares of common stock and approximately $12.4 million in cash was negotiated on an arms' length basis by representatives of Carbo Ceramics and Pinnacle. Carbo Ceramics will use cash on hand to pay the cash portion of the merger consideration. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits: Press release dated May 31, 2002. SIGNATURES 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 hereto duly authorized. Date: June 5, 2002 CARBO CERAMICS INC. By: /s/ Paul G. Vitek ----------------------- Name: Paul G. Vitek Title: Sr. Vice President, Finance and Chief Financial Officer EX-99.1 3 carbo8k_ex99-1.txt [CARBO CERAMICS LOGO -- OMITTED] EXHIBIT 99.1 ------------ FOR IMMEDIATE RELEASE CONTACT: PAUL VITEK, CFO - --------------------- (972) 401-0090 Release #02-06 CARBO Ceramics Completes Acquisition of Pinnacle Technologies, Inc. ------------------------------------------------------------------- IRVING, Texas (May 31, 2002) -- CARBO Ceramics Inc. (NYSE: CRR), a manufacturer of ceramic proppants for use in the hydraulic fracturing of natural gas and oil wells, announced that it has completed the acquisition of privately-held Pinnacle Technologies, Inc. Pinnacle is the world's leading provider of fracture diagnostic services and provides fracture mapping services, sells the most widely used fracture simulation model in the world (FracProPT(R)) and is a leader in providing fracture design services to oil and gas companies worldwide. The signing of the merger agreement was previously announced by CARBO Ceramics on May 22, 2002. Under the terms of the merger agreement, CARBO Ceramics issued 324,226 shares of its common stock and paid $12.4 million in cash in exchange for all of the outstanding shares of Pinnacle. CARBO Ceramics also assumed approximately 78,000 Pinnacle employee stock options, each of which became an option to purchase two shares of CARBO Ceramics' common stock. Pinnacle is now a wholly owned subsidiary of CARBO Ceramics. Pinnacle remains headquartered in San Francisco under existing management. Christopher Wright remains the President of Pinnacle and becomes Vice President of CARBO Ceramics. CARBO Ceramics Inc. is based in Irving, Texas. This news release may contain forward-looking statements that involve risks and uncertainties including price volatility, operation and other risks and other factors described in the Company's publicly available SEC reports, which could cause actual results to differ materially from those indicated in the forward-looking statements. ### -----END PRIVACY-ENHANCED MESSAGE-----