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) September 26, 2018

CARBO Ceramics Inc.

(Exact Name of Registrant as Specified in Its Charter)

(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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 26, 2018, CARBO Ceramics Inc. (“the Company”) entered into a Letter Agreement (“the Agreement”) with a customer (“the Buyer”) for the purchase of Northern White sand for hydraulic fracturing (“Sand”) by Buyer, and the sale of Sand by the Company to Buyer, pursuant to the terms set forth in the Agreement.  

The Agreement sets forth the general terms and conditions of Buyer’s commitment to purchase Sand from the Company, as well as the provision of services for the transportation and delivery of the Sand by the Company to the Buyer. Pursuant to the Agreement, Buyer agrees to purchase an amount of sand that we expect will represent 70-80% of our total sand production during the term of the Agreement. The Agreement has a two year term, subject to automatic renewal for an additional twelve month period.  The Agreement requires us to fulfill our obligations by delivering sand from our Marshfield, WI facility, with certain exceptions.

Item 2.02. Results of Operations and Financial Condition.

The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 2.02 — Results of Operations and Financial Condition of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements.

On October 25, 2018, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing third quarter 2018 earnings.

Item 9.01. Financial Statements and Exhibits.

Pursuant to General Instruction B.2 of Form 8-K, the following exhibit is furnished with this Form 8-K.

EXHIBIT INDEX

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.