8-K

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):
July 19, 2005

CARBO CERAMICS INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 001-15903
(Commission File Number) 72-1100013
(IRS Employer Identification
No.)

6565 MacArthur Boulevard, Suite 1050, Irving, TX
(Address of principal executive offices) 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))

ITEM 3.03 MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS

     The following information, including the related Exhibit to this Form 8-K, is being furnished pursuant to Item 3.03 — Securities and Trading Markets of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

     On July 19, 2005, CARBO Ceramics Inc. issued a press release announcing the approval by its Board of Directors of an increase in the amount of the quarterly dividend as well as a split of the Company’s stock. A copy of the press release describing both events is attached hereto as Exhibit 99.1.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

     The following information, including the related Exhibit to this Form 8-K, is being furnished pursuant to Item 5.03 — Corporate Governance and Management of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

     On July 19, 2005, the Board of Directors of the Company authorized the amendment of the By-Laws of the Company, the text of such amendment is attached hereto as Exhibit 99.2, to permit the “direct registration” of shares of its common stock with the Company’s transfer agent. As implemented by resolution of the Board of Directors, the Company may issue new, or, at the written request of shareholders, transfer existing, stock of the Company into uncertificated shares. Within a reasonable time after the issuance or transfer of such uncertificated shares, the Company shall notify the shareholder of his or her right to convert such shares into certificated shares, and shall do so at the written request of the shareholder.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
99.1	Copy of CARBO Ceramics Inc. press release dated July 19, 2005
99.2	Text of Amendment to By-Laws

SIGNATURE

     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.

CARBO CERAMICS INC.
 

/s/ Paul G. Vitek  

Paul G. Vitek 

Corporate Secretary 

Date: July 19, 2005

2

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Copy of CARBO Ceramics Inc. press release dated July 19, 2005
99.2	Text of Amendment to By-Laws

3

EX-99.1

EXHIBIT 99.1

Final — for immediate release	CONTACT: PAUL VITEK, CFO
	(972) 401-0090

Release #05-09

CARBO CERAMICS INC. ANNOUNCES THREE-FOR-TWO STOCK SPLIT, CASH DIVIDEND INCREASE

Irving, Texas (July 19, 2005) — CARBO Ceramics Inc. (NYSE: CRR), a manufacturer of ceramic proppants and provider of diagnostic services for the hydraulic fracturing of natural gas and oil wells, announced today that its Board of Directors has declared a quarterly cash dividend and approved a three-for-two stock split of the company’s common shares.

The company’s Board of Directors has approved the payment of a cash dividend on August 15, 2005 of $.15 per share to shareholders of record on July 29, 2005. The cash dividend will be paid on pre-split shares and represents a 25% increase over the prior quarterly dividend.

The stock split will be effected by issuing one additional share of common stock for every two shares of common stock held on the record date of August 5, 2005. The additional shares will be distributed on August 19, 2005. As of July 18, 2005, the company had approximately 16.0 million shares of common stock outstanding. Upon completion of the split, the number of shares of common stock outstanding will increase to approximately 24.0 million. The additional shares will be mailed or delivered on or about August 19, 2005 by the company’s transfer agent, Mellon Shareholder Services L.L.C. Fractional share amounts resulting from the split will be paid to shareholders in cash.

Dr. C. Mark Pearson, President and Chief Executive Officer of CARBO Ceramics said, “We believe that the stock split will make CARBO Ceramics Inc. stock more attractive to a broader range of investors. We also expect the global oil and gas industry’s increasing need to improve production and recovery rates to provide significant growth potential for our products and services. We are pleased to be able to increase the cash dividend to our shareholders, while maintaining our capital expenditure program to build new manufacturing capacity around the world.”

CARBO Ceramics Inc. is based in Irving, Texas.

The statements in this news release that are not historical statements, including statements regarding our future financial and operating performance, are forward-looking statements within the meaning of the federal securities laws. All forward-looking statements are based on management’s current expectations and estimates, which involve risks and uncertainties that could cause actual results to differ materially from those expressed in forward-looking statements. Among these factors are changes in overall economic conditions, changes in demand for our products, changes in the demand for, or price of, oil and natural gas, risks of increased competition, technological, manufacturing and product development risks, loss of key customers, changes in government regulations, foreign and domestic political and legislative risks, the risks of war and international and domestic terrorism, risks associated with foreign operations and foreign currency exchange rates and controls; weather-related risks and other risks and uncertainties described in our publicly available filings with the SEC. We assume no obligation to update forward-looking statements, except as required by law.

###

EX-99.2

EXHIBIT 99.2

Text of Amendment to By-Laws

     1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the President or Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been place upon a certificate may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

     Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

     The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

     2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.