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):
May 10, 2006
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 of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 6565 MacArthur Boulevard, Suite 1050, Irving, TX
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75039 |
| (Address of principal executive offices)
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(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))
TABLE OF CONTENTS
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 10, 2006, CARBO Ceramics Inc. (the “Company”) entered into an Employment
Agreement (the “Agreement”) with Gary Kolstad, the newly appointed President and Chief Executive
Officer of the Company, effective June 1, 2006. A brief description of the terms and conditions of
the Agreement is contained in Item 5.02 of this Form 8-K and incorporated into this Item 1.01 by
reference.
ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On May 11, 2006, the Company announced that the Board of Directors had appointed Gary Kolstad,
47, as President and Chief Executive Officer, effective June 1, 2006. Mr. Kolstad has more than 20
years of experience in the oilfield service industry and has been with Schlumberger, Ltd. since
1985, serving in numerous leadership positions in operations and marketing. Most recently, Mr.
Kolstad served as Vice President, Global Accounts, for Schlumberger Oilfield Services and
previously led Schlumberger’s onshore business unit as Vice President/General Manager, Oilfield
Services — U.S. Onshore.
During the term of the Agreement between the Company and Gary Kolstad, dated as of May 10,
2006, Mr. Kolstad will be entitled to a base salary of not less than $300,000 per annum with an
annual incentive bonus based upon a percentage of the Company’s annual earnings before interest
income and expense and taxes. Mr. Kolstad will receive a restricted stock award of 20,000 shares of
the Company’s common stock, subject to certain vesting requirements. The initial term of the
Agreement will begin on June 1, 2006 and end on December 31, 2007, with automatic one-year renewals
(unless either party provides a notice not to extend the Agreement at least ninety days prior to
the then current expiration date) and provision for earlier termination under certain
circumstances. It also contains certain restrictive covenants applicable to Mr. Kolstad both during
and following his employment with the Company. In addition, Mr. Kolstad will be eligible to
participate in other benefit plans and programs on similar terms as other senior executives of the
Company.
The foregoing description of the Agreement does not purport to be complete and is qualified in its
entirety by reference to the Agreement which is filed with this Form 8-K as Exhibit 10.1 and
incorporated into this Item 5.02 by reference.
Mr. Jesse P. Orsini will complete his term as the Company’s interim President and Chief Executive
Office on May 31, 2006, and will remain on the Board of Directors thereafter.
ITEM
7.01 REGULATION FD DISCLOSURE
On May 11, 2006, the Company issued a news release announcing the appointment of Gary Kolstad as
its President and Chief Executive Officer effective June 1, 2006. A copy of the news release is
furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are included herein:
10.1 Employment Agreement
99.1 Press Release
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