UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Flotek
Industries, Inc.
(Name of registrant
as specified in its charter)
Delaware
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90-0023731
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(State or jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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7030
Empire Central Drive
Houston,
TX 77040
(713)
849-9911
(Address and telephone number of pr
incipal executive offices)
FLOTEK
INDUSTRIES INC. 2003 LONG-TERM INCENTIVE PLAN
FLOTEK
INDUSTRIES INC 2005 LONG-TERM INCENTIVE PLAN
(Full
title of the plans)
Lisa
Bromiley Meier
Chief
Financial Officer
Flotek
Industries, Inc.
7030
Empire Central Drive
Houston,
TX 77040
(713)
849-9911
(Name, address and telephone number o
f agent for service)
Copies
to:
Rita
J. Leader
Boyer
& Ketchand PC
Nine
Greenway Plaza, Suite 3100
Houston,
Texas 77046
(713)
871-2025
CALCULATION OF REGISTRATION
FEE
Title
of each class of securities to be registered
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Amount
to be registered (1)
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Proposed
maximum offering price per unit
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Proposed
maximum aggregate offering price
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Amount
of registration fee
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Common
stock, $.0001 par value
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1,453,500
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(2)
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$10,890,030
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$1,282
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(1) |
This
registration statement also covers such indeterminate number of shares
of
common stock as may be issuable to prevent dilution resulting from
stock
splits, stock dividends, recapitalizations or similar transactions
which
result in an increase in the number of outstanding shares of registrant’s
common stock.
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(2) |
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(h) promulgated under the Securities Act of 1933, as
amended
(the “Securities Act”) based
upon (i) the average of the high and low prices of the registrant’s common
stock on October 25, 2005, on the American Stock Exchange for the
425,696
shares underlying the options to be granted under the 2005 Long-Term
Incentive Plan (the “2005 Plan”), (ii) exercise prices of $0.60 for
options to purchase 465,500 shares and $0.65 for options to purchase
44,500 shares underlying the options granted under the 2003 Long-Term
Incentive Plan (the “2003 Plan”) and (iii) exercise prices of $0.65 for
options to purchase 3,500 shares, $0.85 for options to purchase 20,000
shares, $1.70 for options to purchase 157,000 shares, $4.25 for options
to
purchase 163,500 shares, $4.60 for options to purchase 100,664 shares,
$5.30 for options to purchase 55,000 shares, and $9.40 for options
to
purchase 18,140 shares, underlying the options granted under the
2005
Plan.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. PLAN INFORMATION
Flotek
Industries, Inc. (the “Company” or the “Registrant”) is filing this registration
statement on Form S-8 (the “Registration Statement”) in order to register
510,000 shares of common stock, $.0001 par value per share (“Common Stock”),
under the 2003 Long-Term Incentive Plan (the “2003 Plan”) and 943,500 shares of
Common Stock under the 2005 Long-Term Incentive Plan (the “2005 Plan”) of the
Company (collectively, the “Plans”).
The
documents containing the information specified in Part I of the Registration
Statement will be sent or given, without charge, to participants in the Plans
as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the “Commission”) under the Securities Act.
Such
documents are not being filed with the Commission, but constitute (along with
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus (the “Prospectus”) that meets
the requirements of Section 10(a) of the Securities Act.
Item
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Upon
written or oral request, any of the documents incorporated by reference in
Item
3 of Part II of this Registration Statement (which documents are incorporated
by
reference in the Section 10(a) Prospectus), other documents required to be
delivered to the participants in the Plans pursuant to Rule 428(b) promulgated
by the Commission under the Securities Act or additional information about
the
Plans are available without charge by contacting:
Glenn
Neslony
Director
of Financial Reporting
Flotek
Industries, Inc.
7030
Empire Central Drive
Houston,
TX 77040
(713)
849-9911
PART
II
INFORMATION
NOT REQUIRED IN THE REGISTRATION STATEMENT
Item
3. INCORPORATION OF DOCUMENTS BY REFERENCE
The
documents listed below filed by the Company with the Commission are hereby
incorporated by reference in this Registration Statement:
· |
Annual
Report on Form 10-KSB/A for the fiscal year ended December 31,
2004;
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· |
Quarterly
Reports on Form 10-QSB for the fiscal quarters ended March 31,
2005, and June 30, 2005;
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· |
Current
Reports on Form 8-K filed January 24, 2005, February 22, 2005,
April 25, 2005, May 24, 2005, July 1, 2005, August 9, 2005,
August
12, 2005, August 31, 2005, September 1, 2005, September 28, 2005
and
October 12, 2005; and
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· |
Description
of common stock on Form 8A filed on July 25, 2005, as the
same may be
amended from time to time.
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All
documents and reports subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part thereof from the
date of the filing of such documents. Any statement contained in the documents
incorporated or deemed to be incorporated by reference herein or therein shall
be deemed to be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement contained herein
or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement and the
Prospectus.
All
information appearing in this Registration Statement and the Prospectus is
qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference. Nothing in this Registration Statement shall be deemed to incorporate
information furnished but not filed with the Commission pursuant to Item 2.02
or
Item 7.01 of Form 8-K.
Item
4. DESCRIPTION OF SECURITIES
Not
Applicable.
Item
5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not
Applicable.
Item
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section
145 of the Delaware General Corporation Law ("Section 145") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain
limitations.
The
registrant's Bylaws include provisions to require the registrant to indemnify
its directors and officers to the fullest extent permitted by Section 145,
including circumstances in which indemnification is otherwise discretionary.
Section 145 also empowers the registrant to purchase and maintain insurance
that
protects its officers, directors, employees and agents against any liabilities
incurred in connection with their service in such positions. All of the
registrant’s directors and officers are covered by insurance policies maintained
by the registrant against certain liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act.
At
present, there is no pending litigation or proceeding involving a director
or
officer of the registrant as to which indemnification is being sought nor is
the
registrant aware of any threatened litigation that may result in claims for
indemnification by any officer or director
Item
7. EXEMPTION FROM REGISTRATION CLAIMED
Not
Applicable.
Item
8. EXHIBITS
3.1 |
Certificate
of Incorporation (incorporated by reference to Appendix E of the
Company’s
Definitive Proxy Statement filed with the Commission on September
27,
2001).
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3.2 |
Bylaws
(incorporated by reference to Appendix F of the Company’s Definitive Proxy
Statement filed with the Commission on September 27,
2001).
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5.1 |
Opinion of Doherty & Doherty
LLP
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10.1 |
Flotek Industries, Inc. 2003
Long-Term
Incentive Plan.
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10.2 |
Flotek
Industries, Inc. 2005 Long-Term Incentive
Plan.
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23.1 |
Consent of Doherty & Doherty LLP
(included in Exhibit 5.1).
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23.2 |
Consent
of Weinstein Spira & Company,
P.C.
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23.3 |
Consent of UHY Mann Frankfort
Stein &
Lipp CPAs, LLP
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24.1 |
Power
of Attorney (included on the signature page
hereto)
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Item
9. UNDERTAKINGS.
A.
The
registrant will:
(1) File,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
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(i) |
Include
any prospectus required by Section 10(a)(3) of the Securities
Act.
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(ii) |
Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price
represent no more than a 20 percent change in the maximum
aggregate
offering price set forth in the "Calculation of Registration Fee"
table in
the effective registration statement.
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(iii) |
Include
any additional or changed material information on the plan of
distribution.
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provided,
however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required in a post-effective
amendment is incorporated by reference from periodic reports filed by the
registrant under the Exchange Act.
(2) For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona
fide
offering.
(3) File a
post-effective amendment to remove from registration any of the securities
that
remain unsold at the end of the offering.
B.
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by
reference into this Registration Sta6tement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona
fide offering thereof.
C.
Insofar as indemnification for liabilities arising under the Securities Act
may
be permitted to directors, officers, and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of t
he Securities Act of 1933, the registrant certifies that it has reasonab
le grounds to believe
that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of
Texas,
on October 25, 2005.
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FLOTEK
INDUSTRIES, INC. |
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By: |
/s/ Jerry
D. Dumas, Sr. |
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Jerry
D. Dumas, Sr.
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Chairman
and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
by the following
persons in the capacities and on the dates indicated.
Each of
such persons appoints Jerry D. Dumas, Sr. and Glenn S. Penny, or each of them
with full power to act without the other, his true and lawful attorneys-in-fact
and agents of him and on his behalf and in his name, place and stead, and in
any
and all capacities, with full and several power of substitution, to sign and
file with the proper authorities any and all documents in connection with this
Registration Statement, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and thing requisite
and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as he might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
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October
24, 2005
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/s/
Jerry D. Dumas, Sr.
Jerry
D. Dumas, Sr.
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Chairman
and Chief Executive Officer
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October
24, 2005
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/s/
Glenn S. Penny
Glenn
S. Penny
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President,
Chief Technical Officer and Director
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October
24, 2005
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/s/
Lisa Bromiley Meier
Lisa
Bromiley Meier
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Chief
Financial Officer and Vice President
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October
24, 2005
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/s/
John W. Chisholm
John
W. Chisholm
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Director
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October
24, 2005
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/s/
Gary M. Pittman
Gary
M. Pittman
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Director
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October
24, 2005
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/s/
Barry E. Stewart
Barry
E. Stewart
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Director
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October
24, 2005
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/s/
Richard O. Wilson
Richard
O. Wilson
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Director
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October
24, 2005
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/s/
William R. Ziegler
William
R. Ziegler
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Director
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EXHIBIT
INDEX
3.1 |
Certificate
of Incorporation (incorporated by reference to Appendix E of the
Company’s
Definitive Proxy Statement filed with the Commission on September
27,
2001).
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3.2 |
Bylaws
(incorporated by reference to Appendix F of the Company’s Definitive Proxy
Statement filed with the Commission on September 27,
2001).
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5.1 |
Opinion of Doherty & Doherty
LLP
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10.1 |
Flotek Industries, Inc. 2003
Long-Term
Incentive Plan.
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10.2 |
Flotek
Industries, Inc. 2005 Long-Term Incentive
Plan.
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23.1 |
Consent of Doherty & Doherty LLP
(included in Exhibit 5.1).
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23.2 |
Consent
of Weinstein Spira & Company,
P.C.
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23.3 |
Consent of UHY Mann Frankfort
Stein &
Lipp CPAs, LLP
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24.1 |
Power
of Attorney (included on the signature page
hereto)
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