UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CARBO CERAMICS INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 72-1100013
---------------------------------------- ------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer-Identification No.)
6565 MacArthur Boulevard
Suite 1050
Irving, Texas 75039
---------------------------------------- ------------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), check the Instruction A.(d), check the
following box. [X] following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be registered.
On February 13, 2002 (the "Declaration Date"), the Board of Directors
of Carbo Ceramics Inc. (the "Company") adopted a Shareholder Rights Plan and
declared a dividend distribution of one preferred stock purchase right (a
"Right") for each outstanding share of common stock, par value $0.01 per share
(the "Common Stock"), of the Company. The dividend is payable on February 25,
2002 (the "Record Date") to the shareholders of record on that date. Each right,
when exercisable, will entitle the registered holder to purchase from the
Company one ten-thousandth of a share of the Company's Series A Preferred Stock,
par value $0.01 per share (the "Preferred Stock"), at a price of $200 per one
ten-thousandth of a share (the "Purchase Price"), subject to adjustment.
The Rights will not be represented by separate certificates and will
not be exercisable or transferable apart from the Common Stock until the
earliest to occur of (i) the tenth business day (or such later date as may be
determined by the Board of Directors of the Company prior to such time as any
person becomes an Acquiring Person) after the first public announcement that a
person or group of affiliated or associated persons (other than the Company, any
wholly owned subsidiary of the Company, any employee benefit plan of the Company
or any of its wholly owned subsidiaries or any entity holding Common Stock of
the Company which was organized, appointed or established by the Company or any
of its wholly owned subsidiaries for or pursuant to the terms of any such plan)
has acquired beneficial ownership of 15% or more of the outstanding Common Stock
(other than pursuant to a tender offer approved by the Board of Directors) (an
"Acquiring Person", provided that such term shall not include William C. Morris
or certain of his affiliates and transferees) (or if any Acquiring Person owned
15% or more of the outstanding Common Stock on the Declaration Date, after any
such Acquiring Person increases its beneficial ownership by more than 1% of the
outstanding Common Stock); (ii) the tenth business day (or such later date as
may be determined by the Board of Directors of the Company prior to such time as
any person becomes an Acquiring Person) after the date of the commencement of,
or the first public announcement of the intent of any person (other than (x) the
Company, any wholly owned subsidiary of the Company, any employee benefit plan
of the Company or any of its wholly owned subsidiaries or any entity holding
Common Stock of the Company which was organized, appointed or established by the
Company or any of its wholly owned subsidiaries for or pursuant to the terms of
any such plan or (y) William C. Morris or certain of his affiliates and
transferees) to commence a tender offer or exchange offer, the consummation of
which would result in the beneficial ownership by a person or group of 15% or
more of such outstanding Common Stock; and (iii) the tenth business day (or such
later date as may be determined by the Board of Directors of the Company prior
to such time as any person becomes an Acquiring Person) after the filing by any
person (other than (x) the Company, any wholly owned subsidiary of the Company,
any employee benefit plan of the Company or any of its wholly owned subsidiaries
or any entity holding Common Stock of the Company which was organized, appointed
or established by the Company or any of its wholly owned subsidiaries for or
pursuant to the terms of any such plan or (y) William C. Morris or certain of
his affiliates and transferees) of a registration statement under the Securities
Act of 1933, as amended (the "Act") with respect to a contemplated exchange
offer to acquire (when added to any equity securities as to which such person is
the beneficial owner immediately prior to such filing) beneficial ownership of
15% or more of the issued and outstanding shares of Common Stock (the earliest
of such dates being the "Distribution Date").
The Rights will first become exercisable on the Distribution Date
(unless sooner redeemed) and could then begin trading separately from the Common
Stock. The Rights will expire on February 13, 2012 (the "Final Expiration
Date"), unless the Rights are earlier redeemed or exchanged by the Company.
In the event any person or group (other than (x) the Company, any
wholly owned subsidiary of the Company, any employee benefit plan of the Company
or any of its wholly owned subsidiaries or any entity holding Common Stock of
the Company which was organized, appointed or established by the Company or any
of its wholly owned subsidiaries for or pursuant to the terms of any such plan
or (y) William C. Morris or certain of his affiliates and transferees) acquires
15% or more of the outstanding Common Stock (or increases an existing 15% or
greater beneficial ownership position as of the Declaration Date by more than 1%
of the outstanding Common Stock), other than pursuant to a tender offer for all
outstanding shares of Common Stock at a price and on terms approved by the Board
of Directors, the Rights would give holders (other than any such person or group
and its transferees) the right to buy, for the Purchase Price (and in lieu of
Preferred Stock), Common Stock with a market value (as defined) of twice the
Purchase Price. If, at the time the Rights become exercisable for Common Stock,
there is not a sufficient number of shares of Common Stock authorized so as to
provide for the exercise of all Rights entitled to be exercised, the Company
will be required to substitute Common Stock or other equity securities of the
Company, debt securities of the Company, cash, other assets or a combination of
the foregoing with a value equal to that of the shares of Common Stock for which
the Rights are exercisable, unless the Board of Directors is able to cause a
sufficient number of shares of Common Stock to be authorized within 90 days
after the date the Rights become so exercisable.
At any time after the first public announcement that an Acquiring
Person has become such and unless and until any person or group becomes the
beneficial owner of 50% or more of the outstanding Common Stock, the Board of
Directors may, at its option and in lieu of any transaction described in the
preceding paragraph exchange all or part of the outstanding and exercisable
Rights (other than Rights held by any such person or group and its transferees)
for shares of Common Stock at an exchange ratio of one share of Common Stock per
Right, subject to adjustment.
In the event of certain mergers, consolidations or transfers of assets
or earnings power involving the Company after the public announcement that an
Acquiring Person has become such, each Right, other than Rights held by the
Acquiring Person and certain of its transferees (whose Rights would thereafter
be null and void), will be converted into the right to purchase, for the
Purchase Price, common stock of the surviving corporation (which may be the
Company) with a market value of twice the Purchase Price.
The Rights may be amended or redeemed by the Board of Directors of the
Company for $0.01 each at any time until the first public announcement that an
Acquiring Person has become such. Thereafter, the Board of Directors can amend
the Rights to make changes which the Company may deem necessary or desirable and
which shall not adversely affect the interests of the holders of the Rights
(other than an Acquiring Person).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or subdivision, split, combination, consolidation or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock with a conversion price less than the then current market price
of the Preferred Stock or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends or dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one ten-thousandths
of a share of Preferred Stock issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Stock or a
stock dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations, combinations or reclassifications of the Common Stock occurring,
in any such case, prior to the Distribution Date.
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Preferred Stock will be entitled to a minimum preferential quarterly
dividend payment of $0.01 per share but will be entitled to an aggregate
dividend of 10,000 times the dividend declared per share of Common Stock. In the
event of liquidation, the holders of the Preferred Stock will be entitled to a
minimum preferential liquidation payment of $2,000,000 per share but will be
entitled to an aggregate payment of 10,000 times the payment made per share of
Common Stock. Each share of Preferred Stock will have 10,000 votes, voting
together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which Common Stock is exchanged, each
share of Preferred Stock will be entitled to receive 10,000 times the amount
received per share of Common Stock. These rights are protected by customary
antidilution provisions.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one ten-thousandth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
One Right will be distributed to shareholders of the Company for each
share of Common Stock owned of record by them on the Record Date. Until the
Distribution Date, the Company will issue one Right with each share of Common
Stock that shall become outstanding so that all shares of Common Stock will have
attached Rights. The Company has initially authorized and reserved 2,000 shares
of Series A Preferred Stock for issuance upon exercise of the Rights. As of
February 20, 2002 there were 14,949,600 shares of Common Stock issued and
outstanding.
The Rights have certain "anti-takeover" effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors prior to the public announcement that an Acquiring Person
has become such, since until such time the Rights generally may be redeemed by
the Board of Directors of the Company at $0.01 per Right.
The present distribution of the Rights is not taxable to the Company or
its shareholders. The Rights are not dilutive and will not affect reported
earnings per share. The Company will receive no proceeds from the issuance of
the Rights as a dividend.
The Rights Agreement between the Company and Mellon Investor Services
LLC, as Rights Agent, specifying the terms of the Rights, which includes as
exhibits the form of Certificate of Designations of Series A Preferred Stock
containing the terms of the Series A Preferred Stock, the form of Right
Certificate and the Summary of Rights to Purchase Preferred Stock, is attached
hereto as an exhibit and incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibit.
Item 2. Exhibits.
1. Rights Agreement dated as of February 13, 2002 between Carbo
Ceramics Inc. and Mellon Investor Services LLC, as Rights Agent.
2. Certificate of Designations of Series A Preferred Stock.
3. Press Release of the Company dated February 13, 2002.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CARBO CERAMICS INC.
Dated: February 25, 2002 By: /s/ C. Mark Pearson
----------------------------------
C. Mark Pearson
President and Chief Executive
Officer
By: /s/ Paul G. Vitek
----------------------------------
Paul G. Vitek
Sr. Vice President, Finance and
Chief Financial Officer
EXHIBIT INDEX
1. Rights Agreement dated as of February 13, 2002 between Carbo
Ceramics Inc. and Mellon Investor Services LLC, as Rights Agent.
2. Certificate of Designations of Series A Preferred Stock.
3. Press Release of the Company dated February 13, 2002.