- Current report filing (8-K)
December 30 2008 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
December 23, 2008
CARBO Ceramics Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-15903
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72-1100013
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(Commission File Number)
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(IRS Employer Identification No.)
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6565 MacArthur Boulevard, Suite 1050
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Irving, Texas
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75039
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(Address of Principal Executive Offices)
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(Zip Code)
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(972) 401-0090
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (
see
General
Instruction A.2. below):
o
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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On December 23, 2008, CARBO Ceramics Inc., a Delaware corporation (the Company), entered
into a Lease Agreement, dated for purposes of reference as of November 1, 2008 (the 2008 Lease),
with the Development Authority of Wilkinson County, Georgia (the Development Authority). The
2008 Lease supersedes and replaces that certain Lease Agreement, dated as of November 1, 2003, by
and between the same parties (the 2003 Lease, and together with the 2008 Lease, the Lease
Agreements). The Lease Agreements relate to the Companys facilities in McIntyre and Toomsboro,
Georgia, and cover the real property, plants and equipment that are leased by the Company from the
Development Authority.
The initial term of the 2008 Lease commenced on December 23, 2008 and terminates on November
1, 2013. The Company has options to extend the 2008 Lease until November 1, 2021. Similar to the
2003 Lease, the Company is responsible for all costs incurred in connection with the leased
property, including costs of construction of plant improvements and equipment. The 2008 Lease
contains customary representations and warranties, events of default and indemnities. The Company
does not make any material payments of rent under the terms of the 2008 Lease.
In connection with the 2008 Lease, on December 23, 2008, the Company also entered into an
Option Agreement, dated for purposes of reference as of November 1, 2008, with the Development
Authority (the 2008 Option Agreement) that supersedes and replaces an existing option agreement,
dated as of November 1, 2003, by and between the same parties. Pursuant to the 2008 Option
Agreement, the Company has the right to purchase the property, plants and equipment subject to the
2008 Lease at any time during the lease term for a nominal amount plus the payment of certain
remaining rental obligations. In addition, the 2008 Option Agreement provides that the leased
assets may be purchased and conveyed to the Company upon termination of the 2008 Lease for nominal
consideration.
The primary purpose of the 2008 Lease and 2008 Option Agreement is to provide certain ad
valorem tax incentives as permitted under Georgia law in connection with improvements and
infrastructure that the Company has constructed or may construct in the future to its McIntyre and
Toomsboro facilities.
The foregoing summary of the 2008 Lease, the 2008 Option Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the 2008 Lease and the 2008 Option Agreement, which are attached as
Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1
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Lease Agreement, dated for purposes of reference as of November 1, 2008, by and between the
Development Authority of Wilkinson County and CARBO Ceramics Inc.
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10.2
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Option Agreement, dated for purposes of reference as of November 1, 2008, by and between the
Development Authority of Wilkinson County and CARBO Ceramics Inc.
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* * * * *
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SIGNATURES
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.
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CARBO CERAMICS INC.
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Date: December 30, 2008.
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By:
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/s/ Paul G. Vitek
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Paul G. Vitek
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Senior Vice President, Finance, and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Lease Agreement, dated for purposes of reference as of
November 1, 2008, by and between the Development Authority of
Wilkinson County and CARBO Ceramics Inc.
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10.2
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Option Agreement, dated for purposes of reference as of
November 1, 2008, by and between the Development Authority of
Wilkinson County and CARBO Ceramics Inc.
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