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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CARBO CERAMICS INC.
- -----------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- -----------------------------------------------------------------
(Title of Class of Securities)
140781105
-----------------------------------------------
(CUSIP Number)
Jesse P. Orsini,
600 E. Las Colinas Boulevard,
Suite 1520,
Irving, Texas 75039
(972) 401-0090
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 25, 1998
-----------------------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of
ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See ss.240.13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (10-97)
<PAGE>
SCHEDULE 13D
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CUSIP No. 140781105 Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jesse P. Orsini
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
765,000
NUMBER OF
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 765,000
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
The title of the class of equity securities to which
this statement on Schedule 13D relates is the Common Stock,
par value $.01 per share, of CARBO CERAMICS INC. (the
"Issuer"). The principal executive offices of the Issuer are
located at 600 E. Las Colinas Boulevard, Suite 1520, Irving,
Texas 75039.
Item 2. Identity and Background.
(a-c, f) This statement on Schedule 13D is being filed
by Jesse P. Orsini, a citizen of the United States of
America. Mr. Orsini's principal occupation is his employment
as President and Chief Executive Officer of the Issuer. He
also serves as a Director of the Issuer. His business address
is 600 E. Las Colinas Boulevard, Suite 1520, Irving, Texas
75039.
(d-e) During the last five years, Mr. Orsini has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has he been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Orsini, who has been the Issuer's President and
Chief Executive Officer, and a Director of the Issuer, since
its organization in 1987, owned a total of 900,000 shares of
Common Stock immediately prior to the closing of the Issuer's
initial public offering (the "IPO") in April 1996. These
shares consisted of (x) 600,000 shares of Common Stock that
the Issuer originally granted to Mr. Orsini in 1991 and
200,000 shares that the Issuer originally granted to him in
1993, in each case as compensation for future services to the
Issuer, and (y) 100,000 shares of Common Stock that Mr.
Orsini purchased from the Company in 1993 in exchange for
$500,000 in cash from Mr. Orsini's personal funds.1 Mr.
Orsini disposed of 200,000 shares of Common Stock in the IPO
as a selling shareholder and an additional 60,000 shares of
Common Stock by gift, and he thereafter held, and continues
to hold, the remaining 640,000 shares of Common Stock.
In addition, as more fully described in Item 4 below,
the Issuer granted to Mr. Orsini the Options in April 1996.
The Options were granted in connection with Mr. Orsini's
employment with the Issuer. Any funds used to purchase shares
of Common Stock underlying the Options in connection with any
future exercise thereof will be from Mr. Orsini's personal
assets or from such other sources as Mr. Orsini may in his
personal
- --------
1 This paragraph assumes that the conversion of the
Company's non-voting common stock into Common Stock,
and the 2000 for 1 stock split, which were completed
just prior to the Company's IPO, had occurred prior to
1991.
Page 3
of 9 Pages
<PAGE>
capacity arrange. The vesting schedule for the Options, and
the price to be paid in connection with any exercise thereof,
are described in Item 4 below.
Item 4. Purpose of Transaction.
As more fully described in Item 3 above, 800,000 of
the shares of Common Stock held by Mr. Orsini immediately
prior to the IPO were granted to him by the Issuer as
compensation for future services and 100,000 of such shares
were sold to him by the Issuer for cash consideration. In
addition, in April 1996 the Issuer granted to Mr. Orsini
options to purchase 250,000 shares of Common Stock (the
"Options"). The Options were granted pursuant to a Stock
Option Award Agreement, dated as of April 26, 1996, between
the Issuer and Mr. Orsini (the "Grant"), in accordance with
the Issuer's 1996 Stock Option Plan for Key Employees (the
"Plan"), the purposes of which were to advance the interests
of the Issuer and its shareholders by providing officers and
key employees of the Issuer with an additional incentive to
perform in a superior manner and to attract experienced and
able personnel to the Issuer. The Grant and the Plan are set
forth as Exhibit 1 and Exhibit 2 hereto, respectively, and
are incorporated by reference herein.
Under the terms of the Grant, the exercise price for
the Options is $17.00 per share of Common Stock. The Grant
provides that 62,500 of the Options first become exerciseable
on April 26, 1997 and an additional 62,500 Options will first
become exerciseable on each successive anniversary of such
date. Once vested the Options may be exercised, in whole or
in part, at any time until April 26, 2006. Under the terms of
the Plan, however, the Options may cease to be exerciseable
before April 26, 2006 upon the termination of Mr. Orsini's
employment with the Issuer. In addition, the Plan provides
that upon the occurrence of specified events resulting in a
change in control of the Issuer, each outstanding Option will
become fully and immediately exerciseable and will remain
exerciseable until its expiration, termination or
cancellation pursuant to the terms of the Plan. Mr. Orsini
may be deemed under Rule 13d-3(d)(1)(i) under the Securities
Exchange Act of 1934, as amended (the "Act") to beneficially
own the 125,000 shares underlying the 62,500 Options that
became exerciseable on April 26, 1997 and the 62,500 Options
that are scheduled to become exerciseable on April 26, 1998.
In addition, according to the vesting schedule set forth in
the Grant and assuming that the conditions set forth therein
and in the Plan are satisfied, he will become the beneficial
owner of 62,500 additional shares of Common Stock on each of
(x) the date 60 days prior to April 26, 1999 and (y) the date
60 days prior to April 26, 2000.
Mr. Orsini holds the shares of Common Stock and the
Options reported herein for investment purposes. Mr. Orsini
has no plans or proposals that relate to or would result in
any transactions involving the Issuer or securities of the
type or kind listed in Item 4 of Schedule 13D adopted under
the Act.
Page 4
of 9 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a-b) Mr. Orsini may be deemed to have a direct
beneficial ownership interest in 765,000 shares of Common
Stock, consisting of the 640,000 shares of Common Stock he
currently holds and the 125,000 shares that are subject to
Options that (as more fully described in Item 4 above) vested
on April 26, 1997 or are scheduled to vest on April 26, 1998,
as the case may be. 765,000 shares of Common Stock represent
approximately 5.2 percent of the shares of Common Stock
outstanding (based on a total of 14,727,000 shares of Common
Stock outstanding, consisting of the sum of (x) the
14,602,000 shares of Common Stock reported to have been
issued and outstanding as of March 6, 1998 in the Issuer's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997 and (y) 125,000 shares that are subject to such of
the Options as are currently exerciseable or are scheduled to
become exerciseable on April 26, 1998, which shares are
deemed to be outstanding for such purposes under Rule
13d-3(d)(1)(i) under the Act). Mr. Orsini has sole power to
vote or to direct the vote with respect to, and sole power to
dispose or direct the disposition of, all shares of Common
Stock reported herein.
(c) Mr. Orsini has not effected any transactions in
the Issuer's Common Stock during the past sixty days.
(d-e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
Other than the provisions of the Grant and the Plan
relating to the Options, described in Item 3 and Item 4 above
and set forth as Exhibit 1 and Exhibit 2 hereto,
respectively, Mr. Orsini has no contracts, arrangements,
understandings or relationships (legal or otherwise) with any
person with respect to securities of the Issuer.
Item 7. Material to be filed as Exhibits.
Exhibit 1. Stock Option Award Agreement, dated as of
April 26, 1996, between the Issuer and
Mr. Orsini
Exhibit 2. 1996 Stock Option Plan for Key Employees
(incorporated by reference to exhibit 4.1
to the Issuer's Form S-8 Registration
Statement No. 333-25845)
Page 5
of 9 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: April 17, 1998
/s/ Jesse P. Orsini
--------------------------
Name: Jesse P. Orsini
Page 6
of 9 Pages
<PAGE>
Exhibit 1
STOCK OPTION AWARD AGREEMENT
THIS AGREEMENT (the "Agreement"), made as of this 26th
day of April, 1996, between Carbo Ceramics Inc. (the "Company"),
a Delaware corporation, with its principal offices at 600 East
Las Colinas Boulevard, Suite 1520, Irving, Texas 75039, and Jesse
P. Orsini (the "Participant"), who resides at 3713 Santiago
Court, Irving, Texas 75062.
WHEREAS, the Company has adopted and maintains the
Carbo Ceramics Inc. 1996 Stock Option Plan for Key Employees (the
"Plan");
WHEREAS, Section 6 of the Plan provides for the award
to participants in the Plan of Options to purchase shares of
common stock of the Company, $.01 par value per share ("Common
Stock");
NOW THEREFORE, in consideration of the premises and
the mutual covenants hereinafter set forth, the parties hereto
hereby agree as follows:
1. Grant of Stock Option. Pursuant to, and subject to,
the terms and conditions set forth herein and in the Plan, the
Company hereby grants to the Participant an Option to purchase
250,000 shares of Common Stock for an exercise price of $17.00
per share (the "Option").
2. Exercise of Option. The Option shall be exercisable
only in accordance with the provisions of this Agreement and of
the Plan. The Option shall be first exercisable:
(a) to the extent of 62,500 shares of Common Stock
subject thereto, on April 26, 1997;
(b) to the extent of 62,500 shares of Common Stock
subject thereto, on April 26, 1998;
(c) to the extent of 62,500 shares of Common Stock
subject thereto, on April 26, 1999; and
(d) to the extent of the remaining 62,500 shares of
Common Stock subject thereto, on April 26, 2000.
All or a portion of the Option may become earlier exercisable or
forfeited in accordance with the terms of the Plan. In no event
may the Option be exercised with respect to any shares of Common
Stock subject thereto after April 26, 2006.
Page 7
of 9 Pages
<PAGE>
3. Non-Transferability. During the lifetime of the
Participant, the Option shall be exercisable only by him or his
guardian or legal representative. The Option shall not be
assignable or transferable otherwise than by will or by the laws
of descent and distribution.
4. Modification and Waiver. Except as provided in the
Plan with respect to determinations of the Committee and subject
to the Company's Board of Directors' right to amend the Plan,
neither this Agreement nor any provision hereof can be changed,
modified, amended, discharged, terminated or waived orally or by
any course of dealing or purported course of dealing, but only by
an agreement in writing signed by the Participant and the
Company. No such agreement shall extend to or affect any
provision of this Agreement not expressly changed, modified,
amended, discharged, terminated or waived or impair any right
consequent on such a provision. The waiver of or failure to
enforce any breach of this Agreement shall not be deemed to be a
waiver or acquiescence in any other breach thereof.
5. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Delaware, without reference to its principles of conflicts of
law.
6. Participant Acknowledgment. The Participant hereby
acknowledges receipt of a copy of the Plan.
7. Incorporation of Plan. All terms and provisions of
the Plan are incorporated herein and made part hereof as if
stated herein. If any provision hereof and of the Plan shall be
in conflict, the terms of the Plan shall govern (except with
respect to Section 9 of this Agreement). All capitalized terms
used herein and not defined herein shall have the meanings
assigned to them in the Plan.
8. Entire Agreement. This Agreement represents the
final, complete and total agreement of the parties hereto
respecting the Option and the matters discussed herein and this
Agreement supersedes any and all previous agreements and
understandings, whether written, oral or otherwise, relating to
the Option and such matters.
9. Termination of Employment. If, under the Employment
Agreement between the Participant and the Company, dated April
19, 1996, the Company terminates the Participant's Term and
employment thereunder without Cause (as such terms are defined in
such Employment Agreement), the Option shall become fully and
immediately exercisable with respect to all the shares of Common
Stock subject thereto and shall remain exercisable until the
expiration of thirty (30) days after such termination, on which
date it shall expire; provided, however, that the Option shall
terminate on, and may not be exercised with respect to any shares
of Common Stock subject thereto after, April 26, 2006.
IN WITNESS WHEREOF, Carbo Ceramics Inc. has caused
this Agreement to be duly executed by its duly authorized officer
and said Participant has hereunto signed this Agreement on his
own behalf, THEREBY REPRESENTING THAT HE HAS CAREFULLY
Page 8
of 9 Pages
<PAGE>
READ AND UNDERSTANDS THIS AGREEMENT AND THE PLAN, as of the day
and year first above written.
CARBO CERAMICS INC.
By: /s/ Paul G. Vitek
------------------------
JESSE P. ORSINI
/s/ Jesse P. Orsini
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Page 9
of 9 Pages
