Flotek Industries Inc/CN – ‘8-K’ for 5/30/02

On:  Friday, 5/24/02, at 3:34pm ET   ·   For:  5/30/02   ·   Accession #:  928054-2-21   ·   File #:  1-13270

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8K for May 24, 2002 Filing                        5     12K 
 2: EX-99       Ex. 99.1 Mutual Release Agreement                      7     34K 

8-K   —   Form 8K for May 24, 2002 Filing
Document Table of Contents

8-K
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 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)

8-K
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 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

8-K
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
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.                              

8-K
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
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                                      

8-K
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
 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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
For Period End:		5/30/02
Filed on:		5/24/02		1		5
		5/21/02		1		3
		10/31/01		3					4,  8-K/A
		6/30/01		3
									List all Filings