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) July 16, 2013
CARBO Ceramics Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| | |
| 001-15903 | | 72-1100013 |
(Commission File Number) | | (IRS Employer Identification No.) |
| |
| 575 North Dairy Ashford, Suite 300 | | |
| Houston, Texas | | 77079 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(281) 921-6400
(Registrant’s 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 (seeGeneral Instruction A.2. below):
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On and effective as of July 16, 2013, the Board of Directors of CARBO Ceramics Inc. (the “Company”) amended Article VI of the Company’s Second Amended and Restated Bylaws, as further amended effective as of March 17, 2009 (the “Bylaws”), to add a new Section 10 (the “Bylaw Amendment”). The purpose of the Bylaw Amendment is to designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law as from time to time in effect; or (iv) any action asserting a claim governed by the internal affairs doctrine, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
The summary of changes to the Company’s Bylaws set forth above is qualified in its entirety by reference to the full text of the Bylaws, as further amended by the Bylaw Amendment, a copy of which is included as an exhibit to this Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| 3.1 | Second Amended and Restated Bylaws of CARBO Ceramics Inc., as further amended effective as of March 17, 2009 and July 16, 2013. |
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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.
| | | | | | |
| | | | CARBO CERAMICS INC. |
| | | |
| Date: July 17, 2013 | | | | | | |
| | | |
| | | | By: | | /s/ R. Sean Elliott |
| | | | | | R. Sean Elliott |
| | | | | | Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer |
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EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 3.1 | | Second Amended and Restated Bylaws of CARBO Ceramics Inc., as further amended effective as of March 17, 2009 and July 16, 2013. |
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