As filed with the Securities and Exchange Commission on June 26, 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)
1996 STOCK OPTION PLAN OF PINNACLE TECHNOLOGIES, INC., AS AMENDED AND RESTATED
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 Kohn, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum Amount of
Title of each class of securities Amount to be offering price aggregate registration
to be registered registered (1) per share offering price fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2) 11,500 $7.50 (2) $86,250 (2) $8.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2) 14,000 $10.00 (2) $140,000 (2) $13.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2) 10,000 $12.50 (2) $125,000 (2) $12.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2) 16,000 $13.50 (2) $216,000 (2) $20.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2) 34,300 $15.00 (2) $514,500 (2) $48.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2) 34,000 $20.00 (2) $680,000 (2) $63.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2) 38,500 $30.00 (2) $1,155,000 (2) $107.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2) 15,030 $33.40 (2) $502,002 (2) $47.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (3) 18,670 $36.25 (3) $676,788 (3) $63.00 (3)
-------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights (4)
-------------------------------------------------------------------------------------------------------------------
Total 192,000 shares -- $4,095,540 $381.00
-------------------------------------------------------------------------------------------------------------------
--------------------
(1) Together with an indeterminate number of shares that may be necessary to
adjust the number of shares reserved for issuance pursuant to the 1996
Stock Option Plan of Pinnacle Technologies, Inc., as amended and restated
(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 the purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to shares of Common Stock issuable pursuant
to stock options. Upon cancellation, expiration, forfeiture or other
termination of such stock options without a delivery of shares of Common
Stock, new stock options may be granted at varying exercise prices under
the Plan with respect to the shares of Common Stock underlying such
terminated stock options.
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, with respect to shares of
Common Stock issuable pursuant to stock options not yet granted under the
Plan and based on the average of the high and low prices of a share of
Common Stock of the Registrant, on June 25, 2002, as reported on the New
York Stock Exchange.
(4) 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.
This Registration Statement covers shares of the Common Stock of the
Registrant issuable upon the exercise of stock options issued pursuant to the
Plan. On May 31, 2002, Pinnacle Technologies, Inc. merged with a wholly-owned
subsidiary of the Registrant pursuant to the Agreement and Plan of Merger dated
May 21, 2002 By and Among the Registrant, Ptechnologies Acquisition Corporation
and Pinnacle Technologies, Inc. Pursuant to said Agreement and Plan of Merger,
each stock option outstanding under the Plan immediately prior to the merger was
converted into an option to purchase two (2) shares of the Registrant's Common
Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The reports listed below have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant and are
incorporated herein by reference to the extent not superseded by reports or
other information subsequently filed or furnished.
(a) The Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 2001.
(b) The Registrant's Current Report on Form 8-K, filed with the
Commission on May 22, 2002.
(c) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since December 31, 2001.
(d) All of the Registrant's reports filed with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
(excluding the portions of any report filed pursuant to Section 14
of the Exchange Act responding to Item 402(i), (k) and (l) of
Regulation S-K) after the date of this Registration Statement and
prior to filing a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof
from the date of filing of such reports.
(e) The description of the Common Stock of the Registrant contained in
the Amendment No. 2 to its Registration Statement on Form S-1 (No.
333-1884), filed by the Registrant under the Securities Act with
the Commission on April 22, 1996, and incorporated by reference to
the Registration Statement on Form 8-A filed by the Registrant
under the Exchange Act with the Commission on May 22, 2000. The
description of the preferred stock purchase rights of the
Registrant contained in the Registration Statement on Form 8-A
filed by the Registrant under the Exchange Act with the Commission
on February 25, 2002.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of The Delaware General Corporation Law provides in regard
to indemnification of directors and officers as follows:
145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.--
(a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person
in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a present or former director or officer, of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this section, or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because the person
has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made (1)
by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or (2)
by a committee of such directors designated by a majority vote of
such directors, even though less than a quorum, or (3) if there are
no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of any undertaking by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such
expenses (including attorneys' fees) incurred by former directors
and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify
him against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation as
he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "to other enterprises"
shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of
the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner
he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw,
agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses including attorneys'
fees).
Reference is made to the Registrant's Certificate of Incorporation and
Bylaws which require the Registrant to indemnify the persons whom it may
indemnify under Section 145 of the Delaware General Corporation Law. In
addition, as permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors, to the fullest extent
permitted by Delaware law, for monetary damages for breach of fiduciary duty as
a director. This provision does not affect the availability of equitable
remedies such as injunctive relief or rescission. Further, such limitation of
liability also does not affect a director's standard of conduct or
responsibilities under any other laws, including the Federal securities laws.
The Registrant also carries liability insurance covering officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
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):
4.1 1996 Stock Option Plan of Pinnacle Technologies, Inc., as
Amended and Restated
4.2 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.3 to Registrant's
Registration Statement on Form S-1 (No. 333-1884) and
incorporated herein by reference)
4.3 Amended and Restated By-Laws of the Registrant (filed as
Exhibit 3.4 to Registrant's Registration Statement on Form
S-1 (No. 333-1884) and incorporated herein by reference)
4.4 Form of Common Stock Certificate of the Registrant (filed
as Exhibit 4.1 to Registrant's Registration Statement on
Form S-1 (No. 333-1884) and incorporated herein by
reference)
4.5 Shareholder Rights Plan (incorporated by reference from
the Registration Statement on Form 8-A filed by the
Registrant with the Commission on February 25, 2002)
5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton regarding
the validity of securities being registered
23.1 Consent of Independent Auditors
23.2 Consent of Cleary, Gottlieb, Steen & Hamilton (included in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) to reflect in the
prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant, pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, ,and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of the
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
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 24th day of June, 2002.
CARBO CERAMICS INC.
By: /s/ C. Mark Pearson
-------------------------------------
C. Mark Pearson
President and Chief Executive Officer
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 as of the 24th day of June, 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
-------------------------------------------------------------------------------------------------------------
4.1 1996 Stock Option Plan of Filed herewith
Pinnacle Technologies, Inc., as
Amended and Restated
4.2 Amended and Restated Filed as Exhibit 3.3 --
Certificate of Incorporation to Registrant's Registration
of the Registrant Statement on Form S-1
(No. 333-1884) and incorporated
herein by reference
4.3 Amended and Restated Filed as Exhibit 3.4 to --
By-Laws of the Registrant Registrant's Registration
Statement on Form S-1
(No. 333-1884) and
incorporated herein by
reference
4.4 Form of Common Stock Filed as Exhibit 4.1 to --
Certificate of the Registrant Registrant's Registration
Statement on Form S-1
(No. 333-1884) and
incorporated herein by
reference
4.5 Shareholder Rights Plan Incorporated by reference from the --
Registration Statement on Form 8-A
filed by the Registrant with the
Commission on February 25, 2002
5.1 Opinion of Cleary, Gottlieb, Filed herewith
Steen & Hamilton regarding
regarding the validity of
securities being registered
23.1 Consent of Independent Filed herewith
Auditors
23.2 Consent of Cleary, Gottlieb, Filed herewith
Steen & Hamilton (included
in Exhibit 5.1)
24.1 Power of Attorney (included Filed herewith
on signature page)