As filed with the Securities and Exchange Commission on May 24, 2002.
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)
May 21, 2002
FLOTEK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13270 77-0709256
(State or other jurisdiction (Commission (IRS Employer
Of incorporation) File Number) Identification No.)
7030 Empire Central Drive, Houston, Texas 77040
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (713) 849-9911
Not Applicable
(Former name or former address, if changed since last report)
FLOTEK INDUSTRIES, INC.
TABLE OF CONTENTS
FOR
CURRENT REPORT ON FORM 8-K
Item 5. Other Events.................................................3
Item 7. Financial Statements and Exhibits............................4
Signature......................................................................5
Item 5. Other Events.
On May 21, 2002, Flotek Industries, Inc. (the "Company") announced a plan to
effect a redistribution of shares issued in connection with the merger of the
Company and Chemical & Equipment Specialties, Inc. ("CESI") on October 31, 2001
(the "Merger"). To effect the Merger, the Company issued a total of 2,994,478
shares of common stock to the CESI shareholders, resulting in the CESI
shareholders as a group owning 61.7% of the 4,850,696 outstanding common shares
of the combined company. As a result of the accounting issues discussed below,
certain former shareholders of CESI have agreed to surrender 180,000 of the
common shares which were received by them pursuant to the Merger. To accomplish
the redistribution of shares for the benefit of the Flotek shareholders prior to
the Merger, the Company intends to declare a stock dividend totaling 9.679% of
its outstanding shares of common stock. Former CESI shareholders representing
shareholdings of 94% of the former CESI shareholders have agreed to disclaim
beneficial ownership of this stock dividend and assign these shares back to the
Company. After the stock dividend and reassignment is completed, the ownership
of the non-CESI shareholders as a group will increase from 38.3% to at least
41.8% of the combined company. The total number of outstanding common shares of
the Company will either remain unchanged as a result of this redistribution, or
will increase by less than 1/2 of 1%, depending on the final number of former
CESI shareholders who agree to disclaim ownership of the stock dividend. The
record date for the stock dividend has not been established.
This redistribution of the shares received in the Merger resulted from an
adjustment to the results of operations of Neal's Technology, Inc., a subsidiary
of CESI, in the financial statements of CESI for the six month period ended June
30, 2001, to reflect an improper application of the percentage of completion
accounting method. Since CESI was a private company prior to the Merger, these
incorrect financial statements were not included in any reports filed with the
Securities and Exchange Commission ("SEC"). All consolidated or pro forma
combined financial statements of Flotek Industries, Inc. which have been filed
with the SEC have appropriately applied the percentage of completion method of
accounting and thus do not require any adjustment.
Item 7. Financial Statements and Exhibits.
(a) Exhibits.
The following exhibits are filed herewith or incorporated by reference.
Exhibit
Number Description of Exhibit
99.1 Mutual Release Agreement
SIGNATURE
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.
FLOTEK INDUSTRIES INC.
Registrant
Date: May 24, 2002 By: /s/ Jerry D. Dumas, Sr.
-----------------------------------------
Jerry D. Dumas, Sr.
Chairman and Chief Executive Officer