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
October 10, 2008
Date of Report (Date of Earliest Event Reported)
CARBO CERAMICS INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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001-15903
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72-1100013 |
| (State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
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| 6565 MacArthur Boulevard, Suite 1050, Irving, TX
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75039 |
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(Zip code) |
(972) 401-0090
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.01 — Completion of Acquisition or Disposition of Assets
On October 10, 2008, Pinnacle Technologies, Inc. (“Pinnacle”), a California corporation and
wholly-owned subsidiary of CARBO Ceramics Inc. (the “Company”), a Delaware corporation, completed
the sale of substantially all the assets comprising its fracture mapping and reservoir monitoring
businesses (the “Business”) to Halliburton Energy Services Inc. (“Halliburton”), a Delaware
corporation, for $143.7 million in cash, including estimated working capital adjustments, subject
to post-closing purchase price adjustments.
This sale was concluded pursuant to the Acquisition Agreement (the “Acquisition Agreement”)
dated as of August 28, 2008 by and among Pinnacle, Halliburton and the Company and filed as Exhibit
10.01 to the Company’s Current Report on Form 8-K dated August 28, 2008 and filed on September 4,
2008, and incorporated herein by reference. The foregoing description of the sale of the Business
does not purport to be complete and is qualified in its entirety by reference to the Acquisition
Agreement.
Item 9.01 — Financial Statements and Exhibits
(b)(1) Pro Forma Financial Information
The unaudited pro forma consolidated statements of income of the Company for the twelve
month periods ended December 31, 2007, 2006 and 2005, and six month period ended June 30, 2008 and an unaudited pro
forma consolidated balance sheet of the Company as of June 30, 2008, are filed as Exhibit 99.1 to
this current report and are incorporated herein by reference.
(d) Exhibits
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| Exhibit No. |
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Description |
99.1
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Unaudited pro forma consolidated statements of income of
the Company for the twelve month periods ended December 31,
2007, 2006 and 2005, and six month period ended June 30, 2008 and an unaudited
pro forma consolidated balance sheet of the Company as of June
30, 2008. |
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